UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-QSB

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934

For the Quarter Ended December 31, 2003

Commission File Number 000-31233

| | **Reward Enterprises, Inc.** | 
| | ---------------------------- | 

| | (Name of Issuer) | 
| | ---------------- | 

| |  | 
| |  | 

|**Nevada** | **000-27259** | **98-0203927**
|---------- | ------------- | --------------

|(State of Incorporation) | (Commission File No.) | (IRS Employer Identification
No.)
|------------------------ | --------------------- | ---------------------------------

**1327 Ocean Avenue, Suite M**

**Santa Monica, California  90401**

(Address of principal executive offices)

**(310) 395-5374**

(Registrant's telephone number)

Transitional Small business Disclosure Format (Check one):  Yes []  No [X]

**PART I**

**ITEM 1. FINANCIAL STATEMENTS**

|**REWARD ENTERPRISES, INC.**           |                                   |                                                  |                                                       
|-------------------------------------- | --------------------------------- | ------------------------------------------------ | ------------------------------------------------------
|**(A Development Stage Company)**      |                                   |                                                  |                                                       
|**CONSOLIDATED BALANCE SHEETS**        |                                   |                                                  |                                                       
|                                       |                                   |                                                  |                                                       
|                                       |                                   |                                                  |                                                       
|                                       |                                   |                                                  |                                                       
|                                       |                                   |                                                  |                                                       
|                                       |                                   | **ASSETS**                                       |                                                       
|                                       | **CURRENT ASSETS**                |                                                  |                                                       
|                                       |                                   | **Cash and cash equivalents**                    | **117**                                               
|                                       |                                   | **Accounts receivable, related party**           | **-**                                                 
|                                       |                                   |                                                  | **TOTAL CURRENT ASSETS**                              
|                                       |                                   |                                                  |                                                       
|                                       | **PROPERTY AND EQUIPMENT**        |                                                  |                                                       
|                                       |                                   | **Telecommunications Equipment**                 | **51,600**                                            
|                                       |                                   | **Website**                                      | **145,979**                                           
|                                       |                                   | **Accumulated depreciation and
amortization**    | **(63,258)**                                          
|                                       |                                   |                                                  | **TOTAL PROPERTY AND
EQUIPMENT**                      
|                                       |                                   |                                                  |                                                       
|                                       | **OTHER ASSETS**                  |                                                  |                                                       
|                                       |                                   | **Goodwill**                                     | **-**                                                 
|                                       |                                   |                                                  |                                                       
|                                       |                                   | **TOTAL ASSETS**                                 | **134,438**                                           
|                                       |                                   |                                                  |                                                       
|**LIABILITIES & STOCKHOLDERS'
EQUITY** |                                   |                                                  |                                                       
|                                       | **CURRENT LIABILITIES**           |                                                  |                                                       
|                                       |                                   | **Accounts payable**                             | **111,217**                                           
|                                       |                                   | **Interest payable**                             | **14,638**                                            
|                                       |                                   | **Notes payable, net of discount**               | **81,500**                                            
|                                       |                                   | **Deferred income from Joint Venture**           | **175,000**                                           
|                                       |                                   |                                                  | **TOTAL CURRENT LIABILITIES**                         
|                                       |                                   |                                                  |                                                       
|                                       | **COMMITMENTS AND
CONTINGENCIES** | **-**                                            |                                                       
|                                       |                                   |                                                  |                                                       
|                                       | **STOCKHOLDERS' EQUITY**          |                                                  |                                                       
|                                       |                                   | **Common stock, 200,000,000 shares
authorized,** |                                                       
|                                       |                                   |                                                  | **$0.001 par value;18,722,000  and
18,722,000 shares**
|                                       |                                   |                                                  | **issued and outstanding, respectively**              
|                                       |                                   | **Additional paid-in capital**                   | **2,941,593**                                         
|                                       |                                   | **Stock options**                                | **10,400**                                            
|                                       |                                   | **Accumulated deficit during
development stage** | **(3,218,632)**                                       
|                                       |                                   | **TOTAL STOCKHOLDERS' EQUITY**                   | **(247,917)**                                         
|                                       |                                   |                                                  |                                                       
|                                       |                                   | **TOTAL LIABILITIES AND**                        |                                                       
|                                       |                                   |                                                  | **STOCKHOLDERS' EQUITY**                              
|                                       |                                   |                                                  |                                                       

|**REWARD
ENTERPRISES,
INC.**                                     |                                              |                              |                                                     |                                                     |                                                  
|---------------------------------------------------------------- | -------------------------------------------- | ---------------------------- | --------------------------------------------------- | --------------------------------------------------- | -------------------------------------------------
|**(A Development
Stage Company)**                                |                                              |                              |                                                     |                                                     |                                                  
|**CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS** |                                              |                              |                                                    
|                                                                 |                                              |                              | **Three
Months
Ended
December
31,2003
(Unaudited)** | **Three
Months
Ended
December
31,2002
(Unaudited)** | **Six Months
Ended
December
31,2003
(Unaudited)**
|**R E V E N U E S**                                              | **-**                                        | **-**                        | **-**                                               | **-**                                               | **-**                                            
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**E X P E N S E S**                                              |                                              |                              |                                                     |                                                     |                                                  
|                                                                 | **Consulting fees**                          | **20,000**                   | **34,000**                                          | **76,250**                                          | **55,000**                                       
|                                                                 | **General and
administrative**               | **10,113**                   | **30,945**                                          | **22,847**                                          | **50,380**                                       
|                                                                 | **Legal and
professional fees**              | **-**                        | **5,551**                                           | **-**                                               | **12,051**                                       
|                                                                 | **Travel and
entertainment**                 | **39**                       | **3,182**                                           | **621**                                             | **11,383**                                       
|                                                                 | **Depreciation and
amortization**            | **7,299**                    | **7,299**                                           | **14,598**                                          | **14,598**                                       
|                                                                 | **Research and
development**                 | **-**                        | **955**                                             | **-**                                               | **2,705**                                        
|                                                                 | **Loss on
impairment of
asset**              |                              | **-**                                               |                                                     | **-**                                            
|                                                                 |                                              | **TOTAL
OPERATING
EXPENSES** | **37,451**                                          | **81,932**                                          | **114,316**                                      
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**OTHER INCOME
AND EXPENSE**                                     |                                              |                              |                                                     |                                                     |                                                  
|                                                                 | **Interest expense**                         | **3,300**                    | **1,512**                                           | **6,325**                                           | **5,024**                                        
|                                                                 | **Gain from debt
forgiveness**               | **-**                        | **-**                                               | **-**                                               | **-**                                            
|                                                                 |                                              | **TOTAL
OTHER
EXPENSE**      | **3,300**                                           | **1,512**                                           | **6,325**                                        
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**LOSS BEFORE
INCOME TAXES**                                     | **(40,751)**                                 | **(83,444)**                 | **(120,641)**                                       | **(151,141)**                                       | **(3,218,632)**                                  
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**PROVISION FOR
TAXES**                                          | **-**                                        | **-**                        | **-**                                               | **-**                                               | **-**                                            
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**NET LOSS**                                                     | **(40,751)**                                 | **(83,444)**                 | **(120,641)**                                       | **(151,141)**                                       | **(3,218,632)**                                  
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**OTHER
COMPREHENSIVE INCOME
(LOSS)**                            |                                              |                              |                                                     |                                                     |                                                  
|                                                                 | **Foreign currency
translation gain
(loss)** | **-**                        |                                                     | **-**                                               |                                                  
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**COMPREHENSIVE LOSS**                                           | **(40,751)**                                 | **(83,444)**                 | **(120,641)**                                       | **(151,141)**                                       | **(3,218,632)**                                  
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**BASIC AND
DILUTED**                                            |                                              |                              |                                                     |                                                     |                                                  
|                                                                 | **NET LOSS PER
COMMON
SHARE**                | **(0.00)**                   | **(0.00)**                                          | **(0.01)**                                          | **(0.01)**                                       
|                                                                 |                                              |                              |                                                     |                                                     |                                                  
|**WEIGHTED
AVERAGE
NUMBER OF**                                   |                                              |                              |                                                     |                                                     |                                                  
|                                                                 | **COMMON
STOCK
SHARES
OUTSTANDING**          | **18,722,000**               | **18,690,132**                                      | **18,722,000**                                      | **18,281,035**                                   

|                                                                                             
|---------------------------------------------------------------------------------------------
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Issuance
of
common
stock in
April
1998 for
services
valued at
$0.01 per
share                
|                                                                                             
|Net loss
for period
ending
June 30,
1998                                                     
|Balance,
June 30,
1998                                                                       
|Issuance
of
common
stock in
May 1999
for cash
at an
average
of $0.10
per share               
|Net loss
for year
ending
June 30,
1999                                                       
|Balance,
June 30,
1999                                                                       
|Payables
provided
for stock
subscription                                                     
|Net loss
for year
ending
June 30,
2000                                                       
|Balance,
June 30,
2000                                                                       
|Issuance
of
common
stock in
October
2000 for
cash at
$0.001
per share                        
|Issuance
of
common
stock in
October
2000 for
payment
on loans
payable
at$0.001
per share     
|Stock
options
exercised
at an
average
of  $0.10
per share
in
exchange
for
consulting fees    
|Stock
options
exercised
at an
average
of $0.14
per share
in
exchange
for cash                
|Net loss
for the
year
ended
June 30,
2001                                                    
|Balance,
June 30,
2001                                                                       
|Common
stock
issued in
merger
with
Q-Presents, Inc. at
$0.35 per
share                       
|Common
stock
cancelled
as part of
merger
with
Q-Presents, Inc.                               
|Stock
options
exercised
at an
average
of $0.175
per share
in
exchange
for cash               
|Issuance
of
common
stock in
December
2001 for
cash at
$0.001
per share                       
|Issuance
of
common
stock in
exchange
for
services
at $0.005
per share                        
|Stock
options
issued for
compensation in
December
2001                                       
|Issuance
of
common
stock in
January
and
March
2002 for
cash at an
average
of $0.15
per share 
|Issuance
of stock
warrants
attached
to
promissory notes in
May 2002                          
|                                                                                             
|                                                                                             
|Issuance
of
common
stock in
May and
June 2002
for cash
at an
average
of $0.12
per share      
|                                                                                             
|Net loss
for the
year
ended
June 30,
2002                                                    
|Balance,
June 30,
2002                                                                       
|Issuance
of
common
stock in
July and
September 2002 for
cash at an
average
of $0.12
per share
|Issuance
of
common
stock in
October
2002 for
Consulting Services                             
|                                                                                             
|Expiration of
Stock
Warrants, May,
2003                                                      
|                                                                                             
|Net loss
for the
period
ended
June 30,
2003                                                  
|                                                                                             
|Balance,
June 30,
2003                                                                       
|                                                                                             
|Net loss
for the
period
ended
December
31, 2003                                              
|                                                                                             
|                                                                                             

**THE FOLLOWING ANALYSIS OF THE RESULS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD** **ENDING
DECEMBER 31, 2003 SHOULD BE READ IN CONJUNCTION WITH** **THE
CORPORATION'S CONSOLIDATED FINANCIALS STATEMENTS,**  **INCLUDING
THE NOTES THERETO, CONTAINED ELSEWHERE IN THIS** **FORM 10-QSB.**

**Reward Enterprises, Inc. (the "Corporation" or "Reward") was incorporated in
December,** **1997 as Sports Entertainment Productions Inc. to pursue opportunities around
the world in the Internet based entertainment industry. The name was changed to Reward
Enterprises, Inc. in July 1998. Its main objective has been to develop a profitable
"Entertainment Mall" through an e-commerce secure "portal." Entertainment options
offered would be videos, CDs, virtual casino-style games, free bingo, dice and specialty and
interactive video games.**

**On June 15, 1999, Reward Nevis Group Inc., a wholly owned subsidiary of the Corporation
entered into a non-exclusive software license agreement with Chartwell Technologies Inc,
of Laguna Hills, California to acquire and develop all software necessary to conduct the
Internet gaming activity and to handle all Internet cash transactions. This software is
customized and is a full service gaming system that includes twelve casino games, a
back-end administrative utility with remote access, I.P. Tracking, e-Commerce software
and technical support. The license is non-exclusive and is currently licensed to others. The
Corporation is restricted in the use of this technology and cannot sublicense it to others. It
is for a period of two years and has provision for renewal for an additional two years. The
royalty payable is 15% of gross revenues generated. Pursuant to the agreement, $30,000
has been paid to Chartwell to date for the license, $8,000 for the server from which to
operate the software and the virtual casino and $5,000 in the creative development of the
CasinoReward.com Web site.**

**In early 2001, the Corporation became aware that it would likely not be able to continue
with its efforts to develop an Internet gaming site, primarily as a result of the poor
financial conditions in the marketplace. The Board of Directors then commenced a search
for a new opportunity that would allow the Corporation to remain active in the Internet
sector on a profitable basis. Q Presents, Inc., a Santa Monica, California (hereinafter
"QP") based private corporation, provided an ideal match which on April 12, 2001
resulted in an Acquisition Agreement between Reward and QP. In exchange for all the
shares of QP, Reward would issue to QP shareholders a total of 6,000,000 shares of its
common stock. Immediately following the issuance of the acquisition shares, the control
block of 10,200,000 common stock shares owned by Mr. Robert Dinning and Mr. Brian
Doutaz would be cancelled. The Acquisition Agreement was approved by the shareholders
of both companies in August, 2001. The control block of 10,200,000 owned by Mr. Robert
Dinning and Mr. Brian Doutaz was subsequently cancelled and the**

**Corporation issued 6,000,000 shares to QP shareholders. The Company's definitive proxy
statement filed with the SEC on August 8, 2001 and its Form 8-K filed with the SEC on
August 20, 2001 are incorporated herein by reference.**

**Q Presents, Inc. is a California corporation targeting the hotel and conference segment of**
**the Event Automation industry. Q Presents, Inc. is in its launching stage and intends to
provide localized and web based custom event registration and automation solutions to the
high growth Event Automation market.**

**In conjunction with the Acquisition Agreement, the Corporation negotiated a cancellation**
**of its Software License Agreement with Chartwell that included forgiveness of all debt
owing to Chartwell and the elimination of any outstanding debt on the Balance Sheet. As
part of the cancellation of the Agreement with Chartwell, the Corporation also turned over
sundry computer equipment.**

**Mr. Edward W Withrow III, Mr. Warren K Withrow and Mr. Ron Hall were appointed as**
**Directors of Reward Enterprises, Inc. Mr. Edward W. Withrow III was appointed as
President and Co-Chief Executive Officer and Mr. Warren K. Withrow was appointed as
Treasurer and Co-Chief Executive Officer.**

**In September 2001, the Board authorized the Corporation to enter into Consulting
Agreements with both Mr. Edward W. Withrow III and Mr. Warren K. Withrow. The
proposed Consulting Agreements called for terms of sixty (60) months, compensation of
$3,500.00 USD monthly and the issuance of two options to purchase the aggregate of
700,000 shares of the Corporation's common stock, respectively.  The compensation under
these agreements have been changed to $10,000 per month, but will not become effective
and payable until April 2002. The compensation under these agreements is currently being
renegotiated. On May 16, 2002 Mr. Warren K. Withrow resigned as an officer and as a
director of the Company. On July 1, 2002 Mr. Joseph Vigliarolo joined the Company as
Chief Financial Officer.**

**The Corporation's new Management made the decision to balance its technology-based**
**business model with a complimentary non-technical or "Old Economy" based business.
Management made the decision to license the rights to an "Old Economy" business as
opposed to creating one internally. New management has recently entered into the
specialized international communications market to provide international voice, Internet
access and global network services to corporate clients, communication carriers and
Internet service providers. The Company will utilize the web-based platform that was
originally intended as an event registration and automation solution for its
telecommunication business.**

**RESULTS OF OPERATIONS**

**There were no revenues in the quarter ending December 31, 2003.**

**During the six months ending December 31, 2003, the Corporation incurred operating**
**expenses of $120,641 compared to $151,141 for the six months ending December 31, 2002.**

**These expenses primarily consisted of general and administration costs of $22,847,
amortization of $14,598, consulting of $76,250 and travel of $621.**

**The Corporation continues to carefully control its expenses, and has limited its debt**
**outstanding as it moves forward with the implementation of its business plan. The
Corporation has no employees at the present time and engages personnel through**
**consulting agreements where necessary as well as outside attorneys, accountants and**
**technical consultants. All previous consulting agreements have been terminated and there
are no contingent liabilities resulting from this cancellation.**

**LIQUIDITY AND CAPITAL RESOURCES**

**The Corporation has to date, financed its development stage by the sale of common stock.**
**At December 31, 2003, the Corporation had 18,722,000 shares of common stock**
**outstanding. During the period ended December 31, 2003, the Corporation did not issue
any shares of its Common stock.**

**On October 1, 2003, the Company entered into a promissory note for monies received in
the amount of $10,000.  The note is due and payable on November 1, 2003 at the rate of
12% interest per month with an administrative fee of $1,400 for a total due of $11,500.**

**The Corporation recognizes that it will continue to need additional cash during the next**
**twelve months. There is no assurance that the Corporation will be able to obtain additional
capital as required, or obtain the capital on terms and conditions acceptable to it.**

**The Corporation does not have sufficient cash to finance its operations at this stage of its**
**development and is seeking additional financing on acceptable terms and conditions.**

**The Corporation has no current plans for research and development nor does the**
**Corporation plan on retaining or hiring any additional employees or consultants. There** **are
no plans by the Corporation to purchase or to sell any fixed assets.**

**INFLATION**

**Inflation has not been a factor during the six months ending December 31, 2003. While**
**inflationary forces are moderately higher than in 2002, the actual inflation is immaterial**
**and is not considered a factor in any contemplated capital expenditure program.**

**PART II ­ OTHER INFORMATION**

**Changes in Securities and Use of Proceeds**

**The Corporation had 18,722,000 shares of common stock issued and outstanding as of**
**December 31, 2003. Of these shares approximately 9,835,000 can only be resold in**
**compliance with Rule 144 limitations, adopted under the Securities Act of 1933 (the**
**"Securities Act").**

**In General, under Rule 144, a person who has beneficially owned shares privately** **acquired
directly or indirectly from us or from one of our affiliates, for at least one year,** **or who is
an affiliate, is entitled to sell, within any three-month period, a number of** **shares that do
not exceed the greater of 1% of the then outstanding shares or the average** **weekly trading
volume in our shares during the four calendar weeks immediately** **preceding such sale.
Sales under Rule 144 are also subject to certain manner of sale** **provisions, notice
requirements and the availability of current public information about** **us. A person who is
not deemed to have been an affiliate at any time during the 90 days** **preceding the sale, and
who has beneficially owned restricted shares for at least two** **years, is entitled to sell all such
shares under Rule 144 without regard to the volume** **limitations, current public
information requirements, manner of sale provisions or notice** **requirements.**

**The issuances discussed under this section are exempted from registration under Rule 504**
**of the Securities Act ("Rule 504") or Section 4 (2) of the Securities Act ("Section 4 (2)"),** **as
provided. All purchasers of the following securities acquired the shares for investment**
**purposes only and all stock certificates reflect the appropriate legends. No underwriters**
**were involved in connection with the sale of securities referred to in this section.**

**Common Stock**

**No common stock has been issued during the three-month period ending December 31,
2003.**

**Options**

**No options were granted during the three-month period ending December 31, 2003.**

**Item 6.**

**Exhibits and Reports on Form 8-K**

**The following reports on Form 8-K were filed during the quarter ended December 31,
2003:**

**NONE**

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

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

**SIGNATURES**

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

**Reward Enterprises, Inc.**

**(Registrant)**

**Date: February 9, 2004**

**/s/ Edward Withrow III**

**Edward Withrow III Secretary/Treasurer**

**Chief Executive Officer and a Member**

**of the Board of Directors**

**CERTIFICATIONS**

**I, Edward Withrow III, certify that:**

**1. I have reviewed this quarterly report on Form 10-QSB of Reward Enterprises 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
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 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**

**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:  February 9, 2004**

**/s/ Edward Withrow III**

**----------------------------------**

**Edward Withrow III, CEO**

**CERTIFICATIONS**

**I, Joseph Vigliarolo, certify that:**

**1. I have reviewed this quarterly report on Form 10-QSB of Reward Enterprises 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:**

**d) 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;**

**e) 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**

**f)  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):**

**c) 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**

**** **d) 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 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:  February 9, 2004**

**/s/ Joseph Vigliarolo**

**----------------------------------**

**Joseph Vigliarolo, CFO**