US SECURITIES & EXCHANGE COMMISSION
                               WASHINGTON DC 20549
                                  Form 10-QSB/A


                                   (Mark One)


(X)      QUARTERLY  REPORT UNDER SECTION 13 or (15)D OF THE SECURITIES  EXCHANGE
         ACT OF 1934

For the quarterly period ended    October 31, 2002
                               ----------------------

                                       OR


( )      TRANSITION REPORT UNDER SECTION 13 or 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

For the transition period                To
                          --------------    --------------

Commission file number    000-25875
                       ---------------


                           EXHAUST TECHNOLOGIES, INC.
                           --------------------------
       (Exact name of small business issuer as specified in its charter)


        Washington                                           91-1970433
        ----------                                           ----------
(State or other jurisdiction of                     (IRS Employer Identification
 Incorporation or Organization)                      No.)


            230 North Division St P O Box 2822 Spokane WA 99220-2822
            --------------------------------------------------------
                     (Address of principal executive office)


                                 (509) 838-4447
                                 --------------
                           (Issuer's telephone number)


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 (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 ( ) NO (X)

As of November 29, 2002 there were 6,730,825 shares of the  Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one)
                                                YES ( )  NO (X)

<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                   Form 10-QSB

                     For the Quarter Ended October 31, 2002






                                      INDEX


                                                                            Page
                                                                            ----


PART I - Financial Information


      Item 1 - Financial Statements (all financial
                statements are unaudited except the
                January 31, 2002 balance sheet):

             - Balance Sheets - October 31, 2002 and
               January 31, 2002                                              3-4

             - Statements of Income (Loss) - Three
               months and nine months ended October 31,
               2002 and 2001                                                 5-7

             - Statements of Cash Flows - Nine months
               ended October 31, 2002 and 2001                               8-9

             - Notes To Financial Statements                               10-11

      Item 2 - Management's Discussion and Analysis
                and Plan of Operation                                      12-14


PART II - Other Information                                                   15















                                                                               2
<PAGE>

Part I - Financial Information
Item 1 - Financial Statements





                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                           ==========================





                                                     October           January
                                                    31, 2002              31,
                                                   (Unaudited)           2002
                                                   -----------       -----------


     ASSETS
     ------

CURRENT:
  Cash                                             $    78,704       $    11,890
  Accounts receivable, less $-0-
   and $4,256 allowance for doubtful
   accounts                                             91,771            22,986
  Accounts receivable-related party                     11,492            15,765
  Inventory                                            372,743           346,662
  Inventory credit note                                106,716           199,535
  Prepaid expenses                                       7,992             7,710
                                                   -----------       -----------

         TOTAL CURRENT ASSETS                          669,418           604,548


EQUIPMENT, net of accumulated
  depreciation of $43,815 and $32,565                 114,804           122,055


LICENSES, net of accumulated
  amortization of $25,180 and $20,455                    6,254            10,979
                                                   -----------       -----------





         TOTAL ASSETS                              $   790,476       $   737,582
                                                   ===========       ===========


















                  (See notes to interim financial statements.)


                                                                               3
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                           ==========================


                                                        October       January
                                                       31, 2002          31,
                                                     (Unaudited)        2002
                                                     -----------    -----------


     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
     ----------------------------------------------


CURRENT:
  Note payable                                       $    30,000    $   120,002
  Accounts payable                                         6,227        129,715
  Accrued interest-related party                         158,395        117,145
  Line of credit-related party                           500,000        500,000
                                                     -----------    -----------


         TOTAL CURRENT LIABILITIES                       694,622        866,862
                                                     -----------    -----------


Committments and Contingencies                              --             --
                                                     -----------    -----------


STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    6,730,825 and 6,491,000 shares
    outstanding, respectively                                 67             65
  Additional paid-in capital                             672,068        642,070
  Accumulated deficit                                   (576,281)      (771,415)
                                                     -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY
         (DEFICIT)                                        95,854       (129,280)
                                                     -----------    -----------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY
         (DEFICIT)                                   $   790,476    $   737,582
                                                     ===========    ===========




















                   (See notes to interim financial statements)

                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                           EXHAUST TECHNOLOGIES, INC.

                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)
                           ===========================



                                      Three         Three           Nine          Nine
                                      Months        Months         Months        Months
                                      Ended         Ended          Ended         Ended
                                     October       October        October       October
                                       31,           31,            31,           31,
                                      2002          2001           2002          2001
                                   ----------    ----------     ----------    ----------
<S>                                <C>           <C>            <C>           <C>

SALES AND OTHER REVENUE:
  Sales of product                 $  215,478    $    9,662     $  361,902    $  317,323
  Royalty income                      125,000          --          374,966          --
                                   ----------    ----------     ----------    ----------

   Total revenue                      340,478         9,662        736,868       317,323

COST OF SALES                         163,178        32,322        270,239       273,169
                                   ----------    ----------     ----------    ----------

   Gross profit                       177,300       (22,660)       466,629        44,154
                                   ----------    ----------     ----------    ----------
OPERATING EXPENSES:
 Professional services                  4,989        17,496         26,907        73,862
 Research and
  development                           4,230         1,683         24,087         6,547
 Advertising                           32,894         7,892         46,684        17,508
 Office expense                        12,335         2,846         29,434         9,333
 Compensation                          20,730        16,730         44,190        50,190
 Amortization                           1,575         1,575          4,725         4,722
 Management fees                       24,000          --           72,000          --

 Rent                                   9,000          --           27,000          --
 Travel                                   697           780          7,264         6,606
 Dues and subscriptions                    68          --               68           275
 Supplies                                 718         1,852          1,624        13,513
</TABLE>









                   (See notes to interim financial statements)

                                                                               5
<PAGE>
<TABLE>
<CAPTION>


                           EXHAUST TECHNOLOGIES, INC.

                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)
                           ===========================



                                  Three          Three           Nine          Nine
                                  Months         Months         Months        Months
                                  Ended          Ended          Ended         Ended
                                 October        October        October       October
                                    31,            31,            31,            31,
                                   2002           2001           2002           2001
                               -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>

 Repairs                             3,146            953          8,172          2,123
 Insurance                          (2,778)         5,445          5,931         (3,133)
 Bad debts                            --            5,211           --            5,211
 Commissions                          --           (5,476)          --           10,287
                               -----------    -----------    -----------    -----------

Total operating expenses           111,604         56,987        298,086        197,044
                               -----------    -----------    -----------    -----------

Income (Loss) from operation        65,696        (79,647)       168,543       (152,890)

Other income (expense):
 Miscellaneous income                 --             --           71,574           --
 Interest expense                  (14,547)       (16,872)       (44,983)       (52,169)
                               -----------    -----------    -----------    -----------

    Total other income

     (expense)                     (14,547)       (16,872)        26,591        (52,169)
                               -----------    -----------    -----------    -----------

Net income (loss)
 before taxes                       51,149        (96,519)       195,134       (205,059)

Income taxes                          --             --             --             --
                               -----------    -----------    -----------    -----------

Net income (loss)              $    51,149    $   (96,519)   $   195,134    $  (205,059)
                               ===========    ===========    ===========    ===========
</TABLE>




                   (See notes to interim financial statements)

                                                                               6
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)
                           ===========================


                             Three         Three          Nine          Nine
                             Months        Months        Months        Months
                             Ended         Ended         Ended         Ended
                            October       October       October       October
                               31,           31,           31,           31,
                              2002          2001          2002          2001
                          -----------   -----------   -----------   -----------




Net loss per share-
 basic and diluted        $    0.01     $     (0.01)  $      0.03   $     (0.03)
                          ===========   ===========   ===========   ===========

Weighted average
 number of shares
 outstanding-
 basic and diluted          6,730,825     6,491,000     6,650,883     5,891,583
                          ===========   ===========   ===========   ===========
























       (See notes to interim financial statements)

                                                                               7
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Unaudited
                           ===========================


                                                         Nine           Nine
                                                        Months         Months
                                                        Ended          Ended
                                                     October 31,    October 31,
                                                         2002           2001
                                                     -----------    -----------

Cash flows from
 operating activities:
 Net income (loss)                                   $   195,134    $  (205,059)
 Adjustments to
  reconcile net loss
  to net cash used in
  operating activities:
   Amortization and
    depreciation                                          15,975         15,581
   Contributed services                                     --           15,000
   Issuance of common
    stock for note
    receivable                                              --          300,000
 Changes in assets and
  liabilities:
   Accounts receivable                                   (64,512)       (27,595)
   Accounts payable                                     (123,488)        30,669
   Inventory                                             (26,081)      (166,923)
   Inventory credit note                                  92,819       (201,385)
   Prepaid expenses                                         (282)           (23)
   Accrued interest                                       41,250         43,125
                                                     -----------    -----------
Net cash provided by (used in)
 operating activities                                    130,815       (196,610)
                                                     -----------    -----------
Cash flows from
 investing activities:
 Cash paid for property
  and equipment                                           (3,999)        (4,223)
                                                     -----------    -----------
Net cash used in
 investing activities                                     (3,999)        (4,223)
                                                     -----------    -----------









                   (See notes to interim financial statements)

                                                                               8
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Continued
                           ===========================


                                                         Nine           Nine
                                                        Months         Months
                                                        Ended          Ended
                                                     October 31,    October 31,
                                                         2002           2001
                                                     -----------    -----------

Cash flows from
 financing activities:
 Net proceeds from
  sale of common stock                                    30,000        200,000
 Principal payments on note                              (90,002)          --
                                                     -----------    -----------
Net cash provided by (used in)
 financing activities                                    (60,002)       200,000
                                                     -----------    -----------

Net increase
(decrease) in cash                                        66,814           (833)


Cash, beginning of
 period                                                   11,890          3,822
                                                     -----------    -----------

Cash, end of period                                  $    78,704    $     2,989
                                                     ===========    ===========

Supplemental Disclosures
 of Cash Flow Information:

 Cash Paid During Period
  for:
  Interest                                           $     3,733    $      --
                                                     ===========    ===========

  Income Taxes                                       $      --      $      --
                                                     ===========    ===========

Non-Cash Financing
 Activities:
 Common stock for
  note receivable                                    $      --      $   300,000
                                                     ===========    ===========











        (See notes to interim financial statements)

                                                                               9
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      =====================================

1.       BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB  and  Regulation  S-B as  promulgated  by  the  Securities  and  Exchange
Commission.  Accordingly,  these financial  statements do not include all of the
disclosures  required by generally accepted  accounting  principles for complete
financial  statements.  These unaudited interim  financial  statements should be
read in conjunction with the audited  financial  statements for the period ended
January 31, 2002. In the opinion of management,  the unaudited interim financial
statements  furnished  herein  include  all  adjustments,  all of which are of a
normal recurring  nature,  necessary for a fair statement of the results for the
interim period presented.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the use of estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
disclosure of contingent  assets and  liabilities  known to exist as of the date
the financial statements are published, and the reported amounts of revenues and
expenses  during  the  reporting  period.  Uncertainties  with  respect  to such
estimates  and  assumptions  are inherent in the  preparation  of the  Company's
financial statements;  accordingly, it is possible that the actual results could
differ from these estimates and assumptions that could have a material effect on
the  reported  amounts  of the  Company's  financial  position  and  results  of
operations.

The Company has been in the  development  stage  since its  inception.  The year
beginning  February 1, 2001 is the first year during which it is  considered  an
operating company.

Operating  results for the  three-month and nine month periods ended October 31,
2002 are not necessarily  indicative of the results that may be expected for the
year ending January 31, 2003.

2.       GOING CONCERN

Prior to the three months ended October 31, 2002 the Company has incurred losses
since  inception  totaling  $627,430.  In  addition,  the  Company has a working
capital  deficiency,  limited  revenues to date and a product  for which  market
acceptance remains generally  untested.  While the Company has commenced selling
its product and entered  into  license  agreements,  until the nine months ended
October 31, 2002,  sales and royalties have not been sufficient to pay expenses.
Primarily as a result of these  factors,  the  Company's  independent  certified
public  accountants  included an  explanatory  paragraph  in their report on the
Company's 2002 financial statements which expressed  substantial doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not include any  adjustments  that may be  necessary if the Company is unable to
continue as a going concern.  Management of the Company has  undertaken  certain



                                                                              10
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      =====================================

actions  to  address  these   conditions.   Management  has  commenced   limited
operations,  sold license agreements and has found a limited number of companies
to manufacture its products.  Funds required to carry out management's plans are
expected to be derived from future stock sales,  borrowings  from the  Company's
shareholders  or sales of its  products.  There  can be no  assurances  that the
Company will be sucessful in executing its plans.

3.       STOCK OFFERING

The  Company  entered  into a letter of intent with an  underwriter  pursuant to
which the  underwriter  agreed to sell, on a best efforts  basis,  up to 550,000
units at a per unit  price of  $5.10.  The  underwriting  was  unsuccessful  and
terminated in April, 2001.


4.       REVENUE RECOGNITION

In December 1999, the United States  Securities and Exchange  Commission  issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB 101 refined the  criteria  for  determining  when  revenue is
considered  recognizable and is effective no later than the first fiscal quarter
of the fiscal year beginning  after  December 31, 1999. The Company  adopted the
principles specified in SAB 101, and accordingly,  sales of product are recorded
and  customers  are billed when  products are shipped to  customers  under firm,
enforceable  commitments and  collectibility  is reasonably  assured.  Estimated
amounts for  reserves for sales  returns,  provision  for  customer  rebates and
discounts  and a provision  for an  allowance  for bad debts are recorded at the
time of sale and based on management's  estimates using reasonable  assumptions.
Revenue  recognition from royalty payments based upon licensing  agreements will
be recognized when the royalties are received,  or when a reasonable estimate of
royalties  due  under  the  licensing  agreements  can be  made.  Non-refundable
royalties  paid in advance  under  minimum  guarantee  clauses of the  licensing
agreements are considered revenue in the period they are received.

5.       LICENSE AGREEMENTS

During the quarter ended October 31, 2001, the Company entered into two separate
agreements  licensing  rights  to its  patents.  The terms of the  licenses  are
enforceable for the life of the patents.  Quarterly royalties are payable to the
Company with certain minimum  royalties due quarterly and annually.  The Company
has also  retained  the right to  produce  and sell its  products  in the United
States and Canada under their branded trademark.

6.       STOCK ISSUANCES

During the quarter  ending July 31, 2002,  the Company  issued  60,000 shares of
common stock for cash at $0.50 per share.  Also during this period,  the Company
issued  179,825  shares  of  common  stock at par  value as a  subsequent  price
adjustment  related to an  original  stock  issuance  in April 2001  whereby the
Company issued 469,275 shares of common stock for $500,000 of cash and inventory
credit.



                                                                              11
<PAGE>

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

General
-------

This Quarterly Report on Form 10-QSB,  including the information incorporated by
reference herein,  includes "forward looking  statements"  within the meaning of
section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). All of the statements  contained in this Quarterly Report on Form 10-QSB,
other than statements of historical fact,  should be considered  forward looking
statements,  including,  but not  limited to,  those  concerning  the  Company's
strategies,  objectives and plans for expansion of its operations,  products and
services  and  growth  in demand  for the  Company's  services.  There can be no
assurance  that  these  expectations  will prove to have been  correct.  Certain
important  factors that could cause actual results to differ materially from the
Company's expectations (the "Cautionary Statements") are disclosed in the annual
report filed on Form 10-KSB.  All  subsequent  written and oral forward  looking
statements by or attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary  Statements.  Investors
are cautioned not to place undue reliance on these forward  looking  statements,
which  speak  only  as of the  date  hereof  and are not  intended  to give  any
assurance as to future results. The Company undertakes no obligation to publicly
release any revisions to these forward  looking  statements to reflect events or
reflect the occurrence of unanticipated events.







                                       12
                                                                          <PAGE>


                           EXHAUST TECHNOLOGIES, INC.

Plan of Operation
-----------------

The Company is attempting to increase its customer base through  advertising and
marketing and aggressively promote all our products.

We have inadequate cash to maintain operations during the next twelve months. In
order to meet our cash requirements we have to raise additional capital, royalty
receipts,  sales of our  products  or  additional  borrowings  from a  corporate
officer.  If  these  alternatives  are  unsuccessful,   we  may  have  to  cease
operations.  At October 31, 2002, we owed Mr. Sterling  $500,000 on an unsecured
note. We believe that we will need to raise at least  $750,000  from  operations
and/or borrowings in order to maintain operations during the next twelve months.

The Company does not anticipate spending monies for capital  expenditures during
the next twelve months.

The  research  and  development  is  expected  to  continue  as the  Company  is
continually trying to adapt its muffler to products currently on the market.


Three Months and Nine Months Ended October 31, 2002 (Unaudited)  compared to the
--------------------------------------------------------------------------------
Three Months and Nine Months Ended October 31, 2001 (Unaudited)
---------------------------------------------------------------


During the three  months  ended  October  31, 2002 the  Company  recognized  net
revenue  in the  third  quarter  of fiscal  2003 of  approximately  $177,000  as
compared  to  $(23,000)  for the  same  period  of the  prior  fiscal  year  and
approximately $466,000 for the nine months ended October 31, 2002 as compared to
$44,000 for the same period of the prior  year.  The  increase in net revenue is
the result of our products reaching a larger market due to marketing efforts and
the collection of royalties.

Operating  expenses include those costs incurred to bring the Company's  product
to market relative to research and development,  sales,  marketing,  and general
administration.  Operating expenses increased for the three months ended October
31,  2002 to  approximately  $111,000  from  approximately  $57,000 for the same
three-month  period in 2001.  The  increase of $54,000 was due to  decreases  in
professional  services of approximately $12,000 due to reduced legal fees as the
patent  applications have been completed,  increases in research and development
of approximately  $2,000 as the Company  continues to apply its patented muffler
to other  products on the market,  increases  in  commissions  of  approximately
$5,000 correcting prior period accruals and  administrative  expenses  increased




                                                                              13
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.


$59,000 as a result of increased  operations as the Company expands its customer
base and  services  its  royalty  contracts.  Additionally,  interest  decreased
approximately $2,000 as a result of decreases in interest rates.

For the nine  months  ended  October  31,  2002,  operating  expenses  increased
approximately  $101,000  for the same nine month period of last year as a result
of decreases in professional  services of  approximately  $47,000 due to reduced
legal fees as the patent applications have been completed, increases in research
and development of approximately  $18,000 due to continual  efforts to apply the
patented  muffler to new products,  decreases in  commissions  of  approximately
$10,000 because of the elimination of the commission  agreement and increases in
administrative  expenses of approximately  $140,000 as the Company increases its
sales  operations and supports its royalty  agreements.  Additionally,  interest
decreased  approximately $7,000 because of interest rate declines.  Other income
increased  approximately $71,000 due to warranty reimbursements of approximately
$23,000 and the discount of prior accounting fees.

Net Income (Loss)
-----------------

Primarily as a result of the  foregoing  factors,  the  Company's net income was
approximately  $51,000  compared to a net loss of $96,000  for the three  months
ended October 31, 2002 and 2001,  respectively and a net income of approximately
$195,000  compared to a net loss of  approximately  $205,000 for the nine months
ended October 31, 2002 and 2001, respectively.


Financial Conditions and Liquidity
----------------------------------

At October 31, 2002, the Company had approximately $78,000 of cash. For the nine
months ended October 31, 2002, the Company received  approximately $293,000 from
collections of product sales and approximately $375,000 in royalty payments. The
Company  expended  approximately  $602,000 for the nine months ended October 31,
2002,  to market the  Company's  products and operate the Company.  Future funds
required to carry out management's plans are expected to be derived from royalty
receipts,  product  sales  and  borrowings.  If  none  of the  alternatives  are
successful, we may have to cease operations.











                                                                              14
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.



                  PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

The Company  knows of no  litigation  present,  threatened  or  contemplated  or
unsatisfied  judgment  against the  Company,  its  officers or  directors or any
proceedings in which the Company, its officers or directors are a party.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of the holders of the Company's securities have not been modified nor
have the rights  evidenced  by the  securities  been limited or qualified by the
issuance or modification of any other class of securities.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

There are no senior secutities issued by the Company.

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

There were no matters  presented to the  shareholders  for vote during the three
months ended October 31, 2002.

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended October 31, 2002,  the Company did not file any reports
on Form 8-K.















                                                                              15
<PAGE>

                                   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, on this 11th day of December, 2002.



                                                     EXHAUST TECHNOLOGIES, INC.


                                                      /s/  Robert E. Sterling
                                                     ---------------------------
                                                     Robert E. Sterling
                                                     Chief Executive Officer


                                                      /s/  William A. Sutherland
                                                     ---------------------------
                                                     William A. Sutherland
                                                     Secretary/Treasurer



<PAGE>

                           CERTIFICATION


I, Robert E. Sterling, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Exhaust 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  officer  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  related to the  registrant is made
                  known to us by others within the entity,  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 officer 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


<PAGE>

6. The  registrant's  other  certifying  officer  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: December 14, 2002                                  /s/  Robert E. Sterling
                                                         -----------------------
                                                         Chief Executive Officer
                                                                   and
                                                         Chief Financial Officer