UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------

(Mark one)

  X      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
------   ACT OF 1934

                  For the quarterly period ended November 30, 2002

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
------   ACT OF 1934

                  For the transition period from ______________ to _____________

--------------------------------------------------------------------------------

                        Commission File Number: 000-30779
                                                ---------

                        Shimoda Resources Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                75-2843787
(State of incorporation)                                (IRS Employer ID Number)

             1555 Flamingo Road, Suite 155, Las Vegas, Nevada 89119
                    (Address of principal executive offices)

                                  203-563-9430
                           (Issuer's telephone number)

           ElPlata Corporation (formerly El Plata Mining Corporation)
              (Former name, former address and former fiscal year,
                         if changed since last report)


--------------------------------------------------------------------------------

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 X  NO
                                                               ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  As of November  30, 2002 there were
554,152 shares of Common Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):  YES    NO X
                                                               ---   ---
<PAGE>

                        Shimoda Resources Holdings, Inc.

               Form 10-QSB for the Quarter ended November 30, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis                                 8

  Item 3 Controls and Procedures                                             10


Part II - Other Information

  Item 1 Legal Proceedings                                                   10

  Item 2 Changes in Securities                                               10

  Item 3 Defaults Upon Senior Securities                                     10

  Item 4 Submission of Matters to a Vote of Security Holders                 10

  Item 5 Other Information                                                   10

  Item 6 Exhibits and Reports on Form 8-K                                    11


Signatures                                                                   11















                                                                               2
<PAGE>

Item 1 - Part 1 - Financial Statements


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                        BALANCE SHEET - NOVEMBER 30, 2002




                                     ASSETS

Current assets -
  cash                                                              $        78

Advances to Celtic Resources Holdings Plc                                50,000

Investments                                                           2,770,223
                                                                    -----------

                                                                    $ 2,820,301
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
  accrued expenses                                                  $     1,041

Deferred tax liability                                                  118,574

Stockholders' equity:
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 554,152 shares issued and outstanding       5,407
  Additional paid-in capital                            2,655,338
  Accumulated deficit                                    (180,268)
  Accumulated other comprehensive income                  220,209
                                                      -----------

          Total stockholders' equity                                  2,700,686
                                                                    -----------

                                                                    $ 2,820,301
                                                                    ===========







                                                                               3
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)




                                                Three months       Three months
                                                   ended              ended
                                                 November 30,      November 30,
                                                     2002              2001
                                                 ------------      ------------

Revenues                                         $       --        $       --

General and administrative expenses                    38,385            10,897
                                                 ------------      ------------

Loss from operations                                  (38,385)          (10,897)

Other expense -
  interest expense                                       --                 (43)
                                                 ------------      ------------

Loss before provision for income taxes                (38,385)          (10,940)

Provision for income taxes                               --                --
                                                 ------------      ------------

Net loss                                              (38,385)          (10,940)

Other comprehensive loss, net of tax benefit:
  Foreign currency translation adjustment              (3,936)             --
  Unrealized loss on investments                     (162,320)             --
                                                 ------------      ------------

Other comprehensive loss                             (166,256)             --
                                                 ------------      ------------

Comprehensive loss                               $   (204,641)     $    (10,940)
                                                 ============      ============

Net loss per share, basic and diluted            $       (.07)     $       (.07)
                                                 ============      ============

Weighted average number of shares
  outstanding, basic and diluted                      552,862           166,893
                                                 ============      ============








                                                                               4
<PAGE>
<TABLE>
<CAPTION>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                        STATEMENT OF STOCKHOLDERS' EQUITY



                                                                                          Accumulated
                                                     Common stock            Additional      other                        Total
                                              --------------------------      paid-in    comprehensive  Accumulated   stockholders'
                                                 Shares         Amount        capital       income        deficit        equity
                                              -----------    -----------    -----------   -----------   -----------    -----------
<S>                                           <C>            <C>            <C>           <C>           <C>            <C>
Balance at August 31, 2001                        166,893          5,000         60,560          --         (65,545)            15

Issuance of stock in private placement,
  net of offering costs                           111,000            111        963,335                                    963,446

Issuance of stock for shares of
  Gulf International Minerals                      11,000             11        109,989                                    110,000

Issuance of stock for shares of
  European Nickel plc                             250,000            250      1,352,225                                  1,352,475

Issuance of stock in exchange
  for services                                      2,215             22         19,236                                     19,258

Comprehensive income:

  Net loss for the year ended
    August 31, 2002                                                                                         (76,338)       (76,338)

  Other comprehensive income, net of tax

    Foreign currency translation adjustment                                                     5,748                        5,748



                                  (Continued)













See accompanying independent auditors' report and notes to financial statements.


                                                                               5
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                  STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)


                                                                                          Accumulated
                                                     Common stock            Additional      other                        Total
                                              --------------------------      paid-in    comprehensive  Accumulated   stockholders'
                                                 Shares         Amount        capital       income        deficit        equity
                                              -----------    -----------    -----------   -----------   -----------    -----------


    Unrealized gain on investments                                                            380,717                      380,717
                                                                                                                       -----------

          Total comprehensive income                                                                                       310,127
                                              -----------    -----------    -----------   -----------   -----------    -----------

Balance at August 31, 2002                        541,108          5,394      2,505,345       386,465      (141,883)     2,755,321

Issuance of stock for cash (unaudited)             13,044             13        149,993                                    150,006

Comprehensive income:

  Net loss for the three months ended
    November 30, 2002 (unaudited)                                                                           (38,385)       (38,385)

  Other comprehensive loss, net of
    tax benefit

    Foreign currency translation
      adjustment (unaudited)                                                                   (3,936)                      (3,936)

    Unrealized loss on investments
      (unaudited)                                                                            (162,320)                    (162,320)
                                                                                                                       -----------

          Total comprehensive income                                                                                      (204,641)
                                              -----------    -----------    -----------   -----------   -----------    -----------

Balance at November 30, 2002                      554,152    $     5,407    $ 2,655,338   $   220,209   $  (180,268)   $ 2,700,686
                                              ===========    ===========    ===========   ===========   ===========    ===========

</TABLE>



















See accompanying independent auditors' report and notes to financial statements.

                                                                               6
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                            STATEMENTS OF CASH FLOWS


                                                             Three months    Three months
                                                                ended           ended
                                                             November 30,    November 30,
                                                                 2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash flows provided by (used for) operating activities:
  Net loss                                                   $    (38,385)   $    (10,939)
                                                             ------------    ------------

  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:

  Changes in assets and liabilities:
    Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                        (6,562)           (259)
      Due to related party                                         (5,300)           --
                                                             ------------    ------------

          Total adjustments                                       (11,862)           (259)
                                                             ------------    ------------

          Net cash used for operating activities                  (50,247)        (11,198)
                                                             ------------    ------------

Net cash used for investing activities -
  payments to acquire shares in investments                      (100,000)           --
                                                             ------------    ------------

Net cash provided by financing activities:
  Proceeds from issuance of common stock                          150,006            --
  Capital contributions - Shimoda Capital (USA), Inc.                --             3,505
  Capital contributions - Shimoda Capital Advisors Limited           --             7,976
                                                             ------------    ------------

          Net cash provided by financing activities               150,006          11,481
                                                             ------------    ------------

Net increase (decrease) in cash                                      (241)            283
Cash, beginning of period                                             319              18
                                                             ------------    ------------

Cash, end of period                                          $         78    $        301
                                                             ============    ============

Supplemental disclosure of cash flow information -
     no amounts were paid for interest or taxes

</TABLE>




See accompanying independent auditors' report and notes to financial statements.


                                                                               7
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS

                      THREE MONTHS ENDED NOVEMBER 30, 2002



(1)      Summary of Significant Accounting Policies:

         Interim Financial Statements:

         The   accompanying   financial   statements   include  all  adjustments
(consisting  of only normal  recurring  accruals),  which are, in the opinion of
management,  necessary for a fair  presentation of the results of operations for
the periods  presented.  Interim results are not  necessarily  indicative of the
results to be expected for a full year. The financial  statements should be read
in conjunction  with the financial  statements  included in the annual report of
Shimoda  Resources  Holdings,  Inc. (the  "Company") on form 10-KSB for the year
ended August 31, 2002.


(2)      Investment in Equity Securities Available for Sale:

         In September 2002, the Company purchased  319,963 ordinary  (pound)0.01
         shares of European Nickel plc for $100,000 in CASH.


(3)      Common Stock Transactions:

         In September  2002,  the Company  issued 13,044 shares of its $.001 par
         value common stock for $150,006 in cash.


Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)      Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.



                                                                               8
<PAGE>

(2)      Critical Accounting Policies

Shimoda's financial statements and accompanying notes are prepared in accordance
with accounting  principles  generally accepted in the United States of America.
The  preparation  of these  financial  statements  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues  and  expenses  during  the  reporting  period.   These  estimates  and
assumptions  are affected by  management's  application of accounting  policies.
Refer to Note 2 of the Company's annual financial  statements on form 10-KSB for
the fiscal year ended August 31, 2002 for a complete discussion of the company's
critical accounting policies.

Shimoda's   critical   accounting   policies  include  valuation  of  marketable
securities,  which are based on published quotes from the TSX Venture  Exchange,
or in the  case of  securities  where  there  is no  publicly  traded  exchange,
management's estimates of fair values and impairment losses, if any.

(3)      Plan  of  Operation,  Results  of  Operations,  Liquidity  and  Capital
         Resources

Shimoda's management intends to actively seek additional financing and to pursue
the  acquisition of resource  licenses and resource  companies that are based in
Emerging Europe. (See 10-KSB For Fiscal Year 2000-2001 for further details)

         Shimoda has  identified a number of  additional  resource  licenses and
resource  companies that it is interested in acquiring.  Shimoda  expects to use
like exchange transactions and the proceeds of future share offerings, following
its  proposed  operating  methodology  and  business  principles  to make  those
acquisitions.

         Our  policy,  under  normal  market   circumstances,   is  to  allocate
substantially part or all of our assets in Emerging Europe resource licenses and
resource companies

         Shimoda's  business strategy is to focus on the acquisition of resource
licenses and resource companies,  which are at or  near-production,  in Emerging
Europe. More specifically, its strategy entails the following elements:

o        Selectively  acquiring high quality,  resource rich,  low-cost  mineral
         licenses and production companies.
o        Providing  where  necessary  high quality,  experienced  management for
         project start-up and development.
o        Providing  strategic  financial and capital  markets advice in order to
         increase the valuation of its holdings.


Current Holdings

European Nickel plc - In April 2002, we acquired  350,000 shares of common stock
in  European  Nickel plc  ("EN"),  a limited  liability  company  registered  in
England.  We  acquired  the  shares for cash and in  exchange  for shares of our
Common Stock.

Gulf  International  Minerals - In April 2002,  we acquired  450,000  shares and
450,000 warrants (18 months / C$D0.60 strike price) of shares of common stock of
Gulf  International  Minerals ("GIM"),  a Vancouver,  British  Colombia,  Canada
listed public company, in exchange for shares of our Common Stock



                                                                               9
<PAGE>

Prior to the current  fiscal  year,  the  Company had engaged in no  significant
operations other than  organizational  activities,  fund raising and preparation
for registration of its securities under the Securities Exchange Act of 1934, as
amended, since August 31, 1989.

For the three months ended November 30, 2002 and 2001, respectively, the Company
incurred net  operating  losses as a result of expenses  principally  associated
with registration and compliance with reporting obligations under The Securities
Exchange Act of 1934,  and other  administrative  expenses  associated  with the
maintenance  of the  Company's  issued and  outstanding  stock  records  and the
preparation of certain  documents to support the  Corporation and documents that
were  required  to  attract  new  investors  pursuant  to  Regulation  S of  the
Securities Act of 1933, as amended.  Those efforts have resulted in attracting a
new  investor  to the  company,  issuance  of new  unregistered  stock  and  the
acquisition of certain mining assets,  described above. The Company  anticipates
that it will begin to generate revenues during the current fiscal year. However,
the Company may  continue to operate at a loss,  depending on the success of its
current  fundraising  and of its ongoing  investments  in resource  licenses and
resource companies in Eastern Europe.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

Part I - Item 3

Controls and Procedures

As required by SEC rules, we have evaluated the  effectiveness of the design and
operations  of our  disclosure  controls  and  procedures  within 90 days of the
filing of this  quarterly  report.  This  evaluation  was  carried out under the
supervision  and  with  the  participation  of  our  management,  including  our
principal executive officer. Based on this evaluation, the officer has concluded
that the design and  operation of our  disclosure  controls and  procedures  are
effective.  There were no  significant  changes to our  internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of the evaluation

Part II - Other Information

Item 1 - Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

Item 2 - Changes in Securities

None.

Item 3 - Defaults on Senior Securities

None.

Item 4 - Submission of Matters to a Vote of Security Holders

None



                                                                              10
<PAGE>

Item 5 - Other Information

The  Company,  in December,  has  re-commenced  an offering of up to  12,000,000
shares of Common Stock pursuant to the private placement  exemption available in
Regulation S promulgated  under the Securities Act of 1933, as amended.  A total
of 124,044  Regulation S shares had been sold previously during the prior fiscal
year and in September 2002.

On June 21, 2002 the Company filed a Registration Statement with the SEC to sell
5,000,000  new shares of its common stock,  plus 374,215  shares of common stock
from selling  shareholders,  pursuant to Regulation SB of the  Securities Act of
1933. The SEC has requested  clarification  of certain issues and we continue to
remain in contact with the SEC with regard to completing the filing.


Item 6 - Exhibits and Reports on Form 8-K

Exhibits - None
Reports on Form 8-K - None

--------------------------------------------------------------------------------

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                Shimoda Resources Holdings, Inc.



January 21st, 2003                                            /s/ David J Mapley
                                              ----------------------------------
                                                                  David J Mapley
                                              President, Chief Executive Officer
                                                                      & Director








                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly report of SHIMODA RESOURCES  HOLDINGS,
INC. on Form  10-QSB for the period  ended  November  30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

1.       The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and



                                                                              11
<PAGE>

2.       The  information  contained  in  the  report  fairly  presents,  in all
         material respects,  the financial condition and results of operation of
         the Company.



January 21st, 2003                                            /s/ David J Mapley
                                              ----------------------------------
                                                                  David J Mapley
                                              President, Chief Executive Officer
                                                                      & Director



                            CERTIFICATION PURSUANT TO
                                   SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, David J Mapley,  President and Chief Executive  Officer of Shimoda  Resources
Holdings, Inc., certify that:

1.       I have  reviewed  this  Quarterly  Report  on Form  10-QSB  of  Shimoda
         Resources Holdings, Inc. (the "Registrant");

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 the 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.       I am 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  me 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 my conclusions  about the  effectiveness
     of the disclosure  controls and procedures based on my evaluation as of the
     Evaluation Date;

5.       I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         Registrant's auditors and the audit committee of the Registrant's board
         of directors (or persons performing the equivalent functions):



                                                                              12
<PAGE>

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.       I  have  indicated  in  this   Quarterly   Report  whether  there  were
         significant changes in internal controls or in other factors that could
         significantly  affect  internal  controls  subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.



January 21st, 2003                                            /s/ David J Mapley
                                              ----------------------------------
                                                                  David J Mapley
                                              President, Chief Executive Officer
                                                                      & Director


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly report of SHIMODA RESOURCES  HOLDINGS,
INC. on Form  10-QSB for the period  ended  November  30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

1.       The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The  information  contained  in  the  report  fairly  presents,  in all
         material respects,  the financial condition and results of operation of
         the Company.



January 21st, 2003                                            /s/ Peter J Lazaro
                                                   -----------------------------
                                                                  Peter J Lazaro
                                                                             CFO




                                                                              13
<PAGE>

                            CERTIFICATION PURSUANT TO
                                   SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Peter J Lazaro, Chief Financial Officer of Shimoda Resources Holdings,  Inc.,
certify that:

7.       I have  reviewed  this  Quarterly  Report  on Form  10-QSB  of  Shimoda
         Resources Holdings, Inc. (the "Registrant");

8.       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;

9.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in the 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;

10.      I am 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:

d)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  Registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  me 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 my conclusions  about the  effectiveness
     of the disclosure  controls and procedures based on my evaluation as of the
     Evaluation Date;

11.      I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         Registrant's auditors and the audit committee of the Registrant's board
         of directors (or persons performing the equivalent functions):

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

12.      I  have  indicated  in  this   Quarterly   Report  whether  there  were
         significant changes in internal controls or in other factors that could
         significantly  affect  internal  controls  subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.




January 21st, 2003                                            /s/ Peter J Lazaro
                                                     ---------------------------
                                                                  Peter J Lazaro
                                                                             CFO