U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the quarterly period ended MARCH 31, 2003
                                        --------------

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from ________________ to ________________

                           Commission File No. 0-30584

                              BLUE MOON GROUP, INC.
                              ---------------------
        (Exact name of small business issuer as specified in its charter)

         DELAWARE                                              16-1636770
         --------                                              ----------
State or Other Jurisdiction of                               (I.R.S.Employer
Incorporation or Organization)                               Identification No.)

                    4890 GARLAND BRANCH RD., DOVER, FL 33527
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 707-1535
                                 --------------
                 (Issuers Telephone Number, Including Area Code)

                                       N/A
                 ----------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  [X]        No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.

     Common Stock, $.0001 par value per share, 3,934,526 shares outstanding at
May 6, 2003

     Transitional Small Business Disclosure Format (check one)
                      Yes  [ ]      No [X]

<PAGE>


                              BLUE MOON GROUP, INC.
                              INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>


                                                                                                     Page
<S>                                                                                                   <C>
PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Balance Sheet as of March 31, 2003                                                      4

               Statements of Operations for the three months ended March 31, 2003 and 2002             5

               Statements of Stockholders' Equity for the three months ended March 31, 2003 and 2002   6

               Statements of Cash Flows for the three months ended March 31, 2003 and 2002             7

               Notes to Financial Statements                                                           8

     Item 2.   Management's Discussion and Analysis of Financial Condition and                        11
               Results of Operations

PART II.  OTHER INFORMATION

      Item 1.  Legal Proceedings                                                                      13

      Item 2.  Changes in Securities                                                                  13

      Item 3.  Defaults Upon Senior Securities                                                        13

      Item 4.  Submissions of Matters to a Vote of Security Holders                                   13

      Item 5.  Other Information                                                                      13

      Item 6.  Exhibits and Reports on Form 8-K                                                       13
</TABLE>


                                       2
<PAGE>

FORWARD LOOKING STATEMENTS

         When used in this report, the words "may, will, expect, anticipate,
continue, estimate project or intend" and similar expressions identify
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E Securities Exchange Act of 1934 regarding events,
conditions and financial trends that may effect our future plan of operation,
business strategy, operating results and financial position. Current
stockholders and prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included
within the forward-looking statements as a result of various factors. Such
factors are described under the headings "Business-Certain Considerations,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the financial Statements and their associated notes.

         Important factors that may cause actual results to differ from
projections include, for example:

         o        the success or failure of management's efforts to implement
                  their business strategy;

         o        our ability to protect our intellectual property rights;

         o        our ability to compete with major established companies;

         o        our ability to attract and retain qualified employees; and

         o        other risks which may be described in future filings with the
                  SEC.


                                       3
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              BLUE MOON GROUP, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

                                                                     March 31,
                                   ASSETS                              2003
                                                                   ------------
Current Assets
   Accounts receivable - trade                                     $     28,000
   Loans receivable - trade                                             228,124
   Prepaid expenses                                                     944,500

   Marketable securities                                                  7,800

   Inventories                                                           34,533
                                                                   ------------

        Current Assets                                                1,242,957

Property and equipment, net                                             237,809

Intellectual assets, net                                                 31,500

Goodwill                                                                 10,000
Music library (Notes 2 and 4)                                         6,105,005
Publishing & Copyrights                                                 129,427
                                                                   ------------

Total Assets                                                       $  7,756,698
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                                $    300,899
   Accrued payroll and expenses                                         263,636

   Judgements payable                                                    92,166
   Notes payable                                                        469,428

   Current portion of long term debt                                         --
                                                                   ------------

        Current Liabilities                                           1,126,129
                                                                   ------------

        Total Liabilities                                             1,126,129

Stockholders' Equity
   Preferred stock, .001 par value;
       5,000,000 shares authorized, 0 issued and outstanding ..              --
   Common stock, .001 par value;
       50,000,000 shares authorized, 3,140,483
       and 2,074,649 issued and outstanding,
       respectively (Note 7)                                              2,074
   Additional paid-in capital                                        13,816,782
   Retained earnings                                                 (7,188,287)
                                                                   ------------

      Total Stockholders' Equity                                      6,630,569
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  7,756,698
                                                                   ============

    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

                              BLUE MOON GROUP, INC.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                            March 31,
                                                    ---------------------------
                                                        2003           2002
                                                    -----------     -----------
Revenue
Sales                                               $        --     $        --
Forgiveness of debt                                          --              --
Cost of Sales                                                --              --
                                                    -----------     -----------
Gross profit                                                 --              --

Operating expenses
 Administrative expenses                                908,073         181,625
 Salaries and payroll taxes                              31,250          23,750
 Professional and outside services                       15,485          26,250
 Amortization and depreciation                           10,085           4,810
                                                    -----------     -----------

      Total Operating Expense                           964,893         236,435
                                                    -----------     -----------

 Loss from operations                                  (964,893)       (236,435)
                                                    -----------     -----------

Other expenses
 Interest expense                                        13,737          10,204


Loss on disposal of property and equipment                   --              --
                                                    -----------     -----------

Loss before income taxes                               (978,630)       (246,639)
                                                    -----------     -----------


Provision (benefit) of income taxes                          --              --
                                                    -----------     -----------

Net loss                                            $  (978,630)    $  (246,639)
                                                    ===========     ===========

Net loss per common share (Note 8)                  $     (0.50)    $     (0.34)
                                                    ===========     ===========

Weighted average shares outstanding                   1,964,924         728,098
                                                    ===========     ===========



    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                              BLUE MOON GROUP, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                       Common Stock
                                 -------------------------    Paid in     Accumulated
                                    Shares       Amount       Capital        Deficit        Total
                                 -----------   -----------   -----------   -----------    -----------
<S>                                  <C>       <C>           <C>           <C>            <C>
Balance at December 31, 2001         629,955   $       630   $10,733,542   $(2,150,080)   $ 8,584,092


Issuance of Stock for Services        98,143   $        98       329,797            --        329,895


Net Loss                                  --            --            --      (246,639)      (246,639)
                                 -----------   -----------   -----------   -----------    -----------

Balance at March 31, 2002            728,098   $       728   $11,063,339   $(2,396,719)   $ 8,667,348
                                 ===========   ===========   ===========   ===========    ===========

Balance at December 31, 2002       1,906,316   $     1,906   $13,332,179   $(6,209,657)   $ 7,124,428


Issuance of Stock for Services       168,333           168       484,603            --        484,771


Net Loss                                  --            --            --      (978,630)      (978,630)
                                 -----------   -----------   -----------   -----------    -----------

Balance at March 31, 2003          2,074,649   $     2,074   $13,816,782   $(7,188,287)   $ 6,630,569
                                 ===========   ===========   ===========   ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements


                                       6
<PAGE>

                              BLUE MOON GROUP, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                              December 31,
                                                         ----------------------
                                                            2002         2001
                                                         ---------    ---------
Cash Flows From Operating Activities
 Net income (loss)                                       $(978,630)   $(246,639)
 Adjustments to reconcile net loss to net
 cash used by operating activities
  Amortization and depreciation                             10,085        4,810
  Issuance of stock for services                           484,771      151,505
                                                         ---------    ---------

 Changes in cash flows used by operating activities       (483,774)     (90,324)

Changes in operating assets and liabilities (net
 of effects from acquisition of  business):
 Loans receivable - trade                                  (44,500)          --
 Prepaid expenses                                          354,187           --
 Inventory                                                  (4,533)          --
 Intellectual assets                                        (2,500)
 Accounts payable                                           62,397        3,413
 Accrued payroll, taxes                                     44,987      (80,088)
                                                         ---------    ---------

 Net cash flow used by operating activities                410,038      (76,675)
                                                         ---------    ---------

Cash flows from investing activities

 Acquisition of property, plant and equipment                   --      (31,000)
                                                         ---------    ---------

 Net cash used by investing activities                          --      (31,000)
                                                         ---------    ---------

Cash flows from financing activities
 Proceeds from issuance of debt                             73,736       19,995
 Repayment of debt                                              --         (386)
 Common stock issued for repayment of debt                      --      178,390
                                                         ---------    ---------

 Net cash provided by financing activities                  73,736      197,999
                                                         ---------    ---------

  Net increase (decrease) in cash and cash equivalents          --           --

  Cash at beginning of period                                   --           --
                                                         ---------    ---------

  Cash at end of period                                  $      --    $      --
                                                         =========    =========


The accompanying notes are an integral part of these financial statements


                                       7
<PAGE>

                              BLUE MOON GROUP, Inc.
                          Notes to Financial Statements
               for the three months ended MARCH 31, 2003 and 2002

Note 1 - Organization

In October 2002, the Company reincorporated in the State of Delaware and changed
its name to Blue Moon Group, Inc. The predecessor, Open Door Records, Inc.
("Open Door") was incorporated in the State of Rhode Island on November 20,
1997. In June 1999 Open Door merged with Genesis Media Group, Inc., a New Jersey
corporation. The surviving entity of this merger was renamed Open Door Online,
Inc., a New Jersey corporation. In October 2002, the Company acquired Nebulous
Records, Inc., a Florida corporation formed in February 2002.

Note 2 - Summary of Significant Accounting Policies

The summary of significant accounting policies of Blue Moon Group, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management.
Management is responsible for their integrity. The accounting policies conform
to generally accepted accounting principles and have been consistently applied
in the preparation of the financial statements. The results of operations for
the interim periods shown in this report are not necessarily indicative of
results to be expected for the fiscal year ending December 31, 2003.

Line of Business
----------------
Blue Moon Group, Inc. is an entity designed to provide traditional sales of
recorded music from artists who have contracted the Company to provide
distribution. The Company will also generate revenue from promotions, artist
recording sessions and the sales of other prerecorded music.

Revenue Recognition
-------------------
Revenue is recognized when product is shipped with an offset for possible
returns. Additional revenue is recorded when recording or promotional contracts
are billed upon completion of the services.

Equipment and Depreciation
--------------------------
Depreciation has been provided on a straight-line basis for financial accounting
purposes using the straight-line method over the shorter of the asset's
estimated life or the lease term. The estimated useful lives of the assets are
as follows:

Record and production equipment             5-7 Years
Website development                         5-7 Years
Leasehold improvements                     3-10 Years

                                       8
<PAGE>

                              BLUE MOON GROUP, Inc.
                          Notes to Financial Statements
               for the three months ended MARCH 31, 2003 and 2002


Note 2 - Summary of Significant Accounting Policies (continued)

Impairment
----------

The Company has adopted SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" which requires
that long-lived assets to be held and used be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. This statement establishes accounting and reporting standards for
goodwill and intangibles for years commencing after December 15, 2001. Whether
already acquired or subsequently acquired after the effective date, companies
are required to identify intangibles with finite lives and those with indefinite
lives. Those intangibles with finite lives are to be amortized over the
estimated useful lives of the assets while those with indefinite lives are not
to be amortized. Each intangible or goodwill asset should be analyzed at least
annually for impairment where the carrying value is in excess of the fair value
of the intangibles and in excess of the implied fair value in the case of
goodwill assets. The asset's carrying value is to be reduced by a charge to
income if the fair value is lower than the carrying value. The Company has not
determined the effect of this new standard.

Master Music Library
--------------------
The master music library consists of original and digitized masters of well
known artists. The Company has the right to produce, sell, distribute or
otherwise profit from its utilization of this library subject to industry
standard royalty fees to be paid to artists as copies of the product are sold or
distributed. The Company will amortize the library on a units sold basis in
accordance with SFAS 50 that relates the capitalized costs to estimated net
revenue to be realized. When anticipated sales appear to be insufficient to
fully recover the basis, a provision against current operations will be made for
anticipated losses. To date the Company has not utilized the library nor
expensed any of the carrying value.

Comprehensive Net Loss
---------------------
There is no difference between the Company's net loss as reported for any of the
periods reported herein and the Company's comprehensive loss, as defined by the
Statement of Financial Accounting Standards No. 130.

Note 3 - Property and Equipment

Depreciation and amortization for the three months ended March 31, 2003 and 2002
were $10,085 and $4,810, respectively.



                                       9
<PAGE>

                              BLUE MOON GROUP, Inc.
                          Notes to Financial Statements
                for the three months ended MARCH 31, 2003and 2002


Note 3 - Property and Equipment (continued)

Property plant and equipment consist of the following:
                                                                March 31,
                                                           2003          2002
                                                        ---------     ---------
Production equipment                                    $ 216,000     $  95,306
Office equipment, furniture and fixtures                   36,792        39,374
                                                        ---------     ---------
                                                          252,792       134,680
Less accumulated depreciation and amortization            (14,983)      (87,456)
                                                        ---------     ---------
                                                        $ 237,809     $  47,224
                                                        =========     =========

Note 4 - Stock Transactions - Related Party

During 2002 and 2003, Mr. Muzio has been a lender of funds to BLUE MOON GROUP,
Inc. As of December 31, 2002 and March 31, 2003, the outstanding balances due
him are $48,007 and $172,354, including interest expense of $197 and $923
respectively. The interest rate is 7% per annum.

Note 5 - Common Stock

The outstanding stock of the Company, as adjusted, was 2,074,649 shares and
728,098 shares at March 31, 2003 and 2002, respectively.

Note 6 - Earnings per Common Share

Earnings per share of common stock have been computed based on the weighted
average number of shares outstanding. The weighted average number of shares used
to compute the earnings per share at March 31, 2003 and 2002 was 1,964,924 and
728,098, respectively.


                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         RESULTS OF OPERATIONS

         SALES

         No sales were recorded for the quarter ending at March 31, 2003. No
sales were reported in the quarterly period ended March 31, 2002.

         COST OF SALES

         Cost of Sales are normally primarily represented by costs for
recordings, promotions and CD fulfillment operations and royalties. No cost of
sales had been recorded for the quarters ended March 31, 2003 and 2002.

         SALES AND MARKETING EXPENSE

         Sales and marketing expense consists primarily of direct marketing
expenses, promotional activities, salaries and costs related to website
maintenance and development. We anticipate that overall sales and marketing
costs will increase significantly in the future; however, sales and marketing
expense as a percentage of net revenue may fluctuate depending on the timing of
new marketing programs and addition of sales and marketing personnel.

         Expenses of $ 0 were incurred for the quarter ended March 31, 2003 and
2002. The lack of expenses is directly relational to the lack of available cash
for promotional expenses.

         GENERAL AND ADMINISTRATIVE

         General and administrative expense consists primarily of salaries,
legal and other administrative costs, fees for outside consultants and other
overhead. General and administrative expenses were $937,586 for the quarter
ended March 31, 2003, an increase of $682,211 from $255,375 for the quarter
ended March 31, 2002. The increase is attributable to consulting of $822,493
that were offset by a lowering of legal fees of $192,000. The consulting fees
were paid for new contracts to produce music videos and for a music advisory
board.

         DEPRECIATION EXPENSE

         Depreciation and amortization expenses rose to $10,085 from $4,810 in
the quarters ended March 31, 2003 and March 31, 2002, respectively. The increase
is attributed to the addition of equipment from the Nebulous Records purchase
and is lessened by the sale of the Open Door Records equipment that occurred in
the fourth quarter of 2002.


                                       11
<PAGE>

         INTEREST EXPENSE

         Net interest expense for the quarter ended March 31, 2003 was $13,736.
Comparable interest costs for the corresponding quarter ended 2002 was $10,204.
This increase was caused by the increase in outstanding short-term debt that
occurred in fiscal 2003.

         LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2003 we had $0 cash. Sufficient cash to finance
operations for the short term is required. Historically we have financed our
operations with short-term convertible debt or through the issuance of equity in
the form of our common stock. During the current quarter we issued net new debt
for cash of approximately $85,745. Significant increases in capital will be
required to fund our aggressive business plan and support the manufacturing and
distribution requirements of our current artist distribution contracts. While
there is no assurance that we will be successful in raising the required capital
all indications through our current financing negotiations suggest that we will
receive substantial capital.

         ACCOUNTS RECEIVABLE

         As of March 31, 2003 we had no receivables from sales.

         RECOUPABLE ARTIST ADVANCES

         Our distribution agreements with artists require us to pay certain
costs up front for the artist. These costs, depending on the contract, may
include promotion, production, manufacturing, advertising, travel, etc. All of
these advances are to be received from the sales of the artist recordings before
any payment to the artist is made. In some instances the artist is to receive
50% of the net wholesale price we receive, in others only 25% goes to the
artist. We have no reason to believe that these recoupable costs will not be
received. In the event that the artist's music does not sell successfully to
recoup these costs within six months of the release of the recording we will
take a charge to earnings for these costs. This account contains four artists at
this time. At no time will the Company advance costs that exceed the amount
recoupable from the pre-orders plus $20,000. This method is in compliance with
FASB 50 paragraph 10 relating advances against future royalties.

         OPERATIONS

         BLUE MOON GROUP, Inc. has completed a total restructuring of its
operations and has changed its product and business mix.

         FUTURE PLAN OF OPERATION

         BLUE MOON GROUP, Inc. has embarked on a search to find various
entertainment companies whose acquisition would be synergistic with current
operations. The signing of artists to recording and distribution contracts is a
key focus for the immediate revenue generating capacity of the Company. Six new
artists are expected to begin recording immediately.


                                       12
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         During the quarter ended March 31, 2002 BLUE MOON GROUP, Inc. issued
168,333 restricted common shares for the purchase of services rendered. These
shares were issued with reliance on an exemption from registration requirements
provided in Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 99.1    Certificate 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.

         Exhibit 99.2    Certificate 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.



                                       13
<PAGE>


         SIGNATURES

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

                                            BLUE MOON GROUP, INC.
                                            (Registrant)

                                            /s/ Michael Muzio
                                            -------------------
         Dated: May 5, 2003                 Michael Muzio
                                            President


                                            /s/ Norman J. Birmingham
                                            -------------------------
         Dated: May 5, 2003                 Norman J. Birmingham
                                            Chief Financial Officer



                                       14
<PAGE>

                                 CERTIFICATIONS


I, Michael Muzio, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Blue Moon Group,
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 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
functions):

a. all significant deficiencies in the design or operation of internal controls
which could adversely affect eh 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.


         /s/ MICHAEL MUZIO
         ------------------------------------
         Michael Muzio


                                       15
<PAGE>

                                 CERTIFICATIONS


I, Norman J. Birmingham, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Blue Moon Group,
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 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
functions):

a. all significant deficiencies in the design or operation of internal controls
which could adversely affect eh 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.


/s/ NORMAN J. BIRMINGHAM
----------------------------------------
Norman J. Birmingham


                                       16