UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB
______________________________________________________________________________

                            (Mark one)
         [XX]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

         [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                EXCHANGE ACT OF 1934

                For the transition period from ___________ to ___________

______________________________________________________________________________

                 Commission File Number: 0-31619

                      MILLENNIUM QUEST, INC.
                   ___________________________
(Exact Name of small business issuer as specified in its charter)

         Delaware                                            87-0445575
______________________________              __________________________________
(State of Incorporation)                          (IRS Employer ID Number)


        4089 Mount Olympus Way, Salt Lake City, Utah 84124
        __________________________________________________
             (Address of principal executive offices)

                          (801) 278-6990
                    _________________________
                   (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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:

 1,961,643 shares of its common stock, par value $0.001, as of the date of
this report.

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



<PAGE>



                      MILLENNIUM QUEST, INC.

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

                        Table of Contents

Part I - Financial Information                                           Page

    Item 1.  Financial Statements                                         3

    Item 2.  Management's Discussion and Analysis or Plan of Operation   10

    Item 3.  Controls and Procedures                                     11

Part II - Other Information

    Item 1.  Legal Proceedings                                           12

    Item 2.  Changes in Securities                                       12

    Item 3.  Defaults Upon Senior Securities                             12

    Item 4.  Submission of Matters to a Vote of Security Holders         12

    Item 5.  Other Information                                           12

    Item 6.  Exhibits and Reports on Form 8-K                            12

Signatures                                                               12

Certification                                                            13

Certification                                                            14








                                2

<PAGE>


                  PART I - FINANCIAL INFORMATION
                  Item 1 - Financial Statements

                      MILLENNIUM QUEST, INC.
                  [A Development Stage Company]

                UNAUDITED CONDENSED BALANCE SHEETS

                              ASSETS

                                                 September 30,  December 31,
                                                    2002            2001
                                                --------------- -------------
CURRENT ASSETS:
  Cash                                          $       15,386  $     30,355
                                                --------------- -------------
     Total Current Assets                               15,386        30,355
                                                --------------- -------------

                                                $       15,386  $     30,355
                                                =============== =============



               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                              $          810  $      9,777
                                                --------------- -------------

     Total Current Liabilities                             810         9,777
                                                --------------- -------------

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding                          -             -
  Common stock, $.001 par value,
   20,000,000 shares authorized,
   1,961,643 shares issued and
   outstanding                                           1,962         1,962
  Capital in excess of par value                       161,088       161,088
  Retained deficit                                    (106,991)     (106,991)
  Deficit accumulated during the
   development stage                                   (41,483)      (35,481)
                                                --------------- -------------

     Total Stockholders' Equity                         14,576        20,578
                                                --------------- -------------
                                                $       15,386  $     30,355
                                                =============== =============


  Note:  The balance sheet at December 31, 2001 was taken from the audited
         financial statements at that date and condensed.


The accompanying notes are an integral part of these unaudited condensed
                      financial statements.



                                3
<PAGE>
<TABLE>
<CAPTION>

                         MILLENNIUM QUEST, INC.
                      [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                                                                                       From Re-entering
                                        For the Three             For the Nine         of Development
                                        Months Ended              Months Ended         Stage on May 4,
                                        September 30,             September 30,        1994, Through
                               --------------------------- --------------------------- September 30,
                                    2002          2001          2002         2001      2002
                               ------------- ------------- ------------- ------------- --------------

                            <c>           <c>           <c>           <c>           <c>
REVENUE                        $          -  $          -  $          -  $          -  $           -

OPERATING EXPENSES:
 General and administrative           1,905         3,187         6,124         6,295         50,386
                               ------------- ------------- ------------- ------------- --------------

LOSS FROM OPERATIONS                  1,905        (3,187)       (6,124)       (6,295)       (50,386)
                               ------------- ------------- ------------- ------------- --------------
OTHER INCOME:
 Interest Income                         29           147           122           538          8,903
                               ------------- ------------- ------------- ------------- --------------

   Total Other Income                    29           147           122           538          8,903
                               ------------- ------------- ------------- ------------- --------------

LOSS BEFORE INCOME TAXES             (1,876)       (3,040)       (6,002)       (5,757)       (41,483)

CURRENT TAX EXPENSE                       -             -             -             -              -

DEFFERED TAX EXPENSE                      -             -             -             -              -
                               ------------- ------------- ------------- ------------- --------------

NET LOSS                       $     (1,876) $     (3,040) $     (6,002) $     (5,757) $     (41,483)
                               ============= ============= ============= ============= ==============

LOSS PER COMMON SHARE          $       (.00) $       (.00) $       (.00) $       (.00) $        (.03)
                               ============= ============= ============= ============= ==============














The accompanying notes are an integral part of these unaudited condensed financial statements.


                                       4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            MILLENNIUM QUEST, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                                        From Re-entering
                                                                                        of Development
                                                                   For the Nine         Stage
                                                                   Months Ended         on May 4,
                                                                   September 30,        1994 Through
                                                            --------------------------- September 30,
                                                                  2002        2001      2002
                                                            ------------- ------------- -------------
<S>                                                         <C>           <C>           <C>
Cash Flows from Operating Activities:
  Net Income (loss)                                         $     (6,002) $     (5,757) $    (41,483)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
     Non-cash expenses                                                 -             -        10,000
     Changes in assets and liabilities:
       Increase (decrease) in accounts payable                    (8,967)        3,128           810
                                                            ------------- ------------- -------------

         Net Cash Flows (Used) by Operating Activities           (14,969)       (2,629)      (30,673)
                                                            ------------- ------------- -------------

Cash Flows from Investing Activities:
  Organization costs                                                   -             -             -
                                                            ------------- ------------- -------------

         Net Cash (Used) by Investing Activities                       -             -             -
                                                            ------------- ------------- -------------
Cash Flows from Financing  Activities:
  Proceeds from common stock issuance                                  -             -             -
  Stock offering costs                                                 -             -             -
                                                            ------------- ------------- -------------

         Net Cash Provided by Financing Activities                     -             -             -
                                                            ------------- ------------- -------------

Net Increase (decrease) in cash                                  (14,969)       (2,629)      (30,673)

Cash at Beginning of Period                                       30,355        32,878        46,059
                                                            ------------- ------------- -------------

Cash at End of Period                                       $     15,386  $     30,249  $     15,386
                                                            ============= ============= =============

Supplemental Disclosures of Cash Flow information:
  Cash paid during the period for:
    Interest                                                $          -  $          -  $          -
    Income taxes                                            $          -  $          -  $          -



Supplemental Schedule of Noncash Investing and Financing Activities:
  For the nine months ended September 30, 2002:
      None

  For the nine months ended September 30, 2001:
      None






The accompanying notes are an integral part of these unaudited condensed financial statements.

                                       5
</TABLE>
<PAGE>

                      MILLENNIUM QUEST, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Millennium Quest, Inc. ("the Company") was organized under the
laws of the State of Delaware on February 4, 1986 as Teracom, Inc.  The name
was subsequently changed to Dix Hills Equities Group, Inc. in connection with
an acquisition of a subsidiary in December 1988.  As a result of a class
action lawsuit and settlement agreement a rescission of the acquisition was
completed during 1994.  During April 2000, the name of the Company was changed
to Millennium Quest, Inc.  The Company currently has no on-going operations
but is seeking potential business opportunities.  As a result of the
rescission agreement the Company is considered to have re-entered into the
development stage on May 4, 1994 and is currently considered a development
stage company as defined in Statement of Financial Accounting Standards No. 7.

Condensed Financial Statements - The accompanying financial statements have
been prepared by the Company without audit.  In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
September 30, 2002 and 2001 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted.  It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2001 audited financial statements.  The results of operations for
the periods ended September 30, 2002 are not necessarily indicative of the
operating results for the full year.

Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires an asset/liability approach for the effect of income
taxes [See Note 4].

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
[See Note 6].

Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the reporting period.  Actual results could
differ from those estimated.


                                4
<PAGE>

                      MILLENNIUM QUEST, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities",
and SFAS No. 147, "Acquisitions of Certain Financial Institutions - an
Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9",
were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146 and 147 have no
current applicability to the Company or their effect on the financial
statements would not have been significant.

NOTE 2 - CAPITAL STOCK

Reduction of Authorized Shares - During March 2000, the Company amended its
Certificate of Incorporation to reduce its number of authorized common shares
by 180,000,000 shares and its authorized preferred shares by 5,000,000.  After
the amendment there were 20,000,000 common and 5,000,000 preferred shares
authorized.

Preferred Stock - The Company has 5,000,000 shares of preferred stock
authorized, $.001 par value with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors.  No
shares are issued and outstanding at September 30, 2002 and December 31, 2001.

Common Stock - On May 4, 1994, shareholders returned 4,778,360 shares of
common stock for cancellation due to the rescission of the acquisition that
had occurred in 1988.  This resulted in a change in control of the Company and
resulted in the Company entering into a new development stage.

On February 26, 1999, the Company issued 1,000,000 shares of its previously
authorized, but unissued common stock for services rendered valued at $10,000
(or $.01 per share).

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2002 and
2001 the Company did not pay any compensation to its officers or directors.

Office Space - The Company has not had a need to rent office space.  An
officer/shareholder of the Company is allowing the Company to use his home as
a mailing address, as needed, at no expense to the Company.

                                7
<PAGE>

                      MILLENNIUM QUEST, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.  At September 30, 2002 the Company
has available unused operating loss carryforwards of approximately $128,000,
which may be applied against future taxable income and which expire in various
years through 2022.

The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforwards, the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized in the financial
statements for the loss carryforwards.  The net deferred tax assets are
approximately $19,200 and $18,300 as of September 30, 2002 and December 31,
2001, respectively, with an offsetting valuation allowance of the same amount,
resulting in a change in the valuation allowance of approximately $900 during
the nine months ended September 30, 2002.

NOTE 5 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America which
contemplate continuation of the Company as a going concern.  However, the
Company has incurred losses since its inception and has no on-going
operations.  These factors raise substantial doubt about the ability of the
Company to continue as a going concern.  In this regard, management is
proposing to raise additional funds through loans, or through additional sales
of its common stock or through the acquisition of other companies.  There is
no assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations.  These financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.




                                8
<PAGE>

                      MILLENNIUM QUEST, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the
periods presented:

<TABLE>
<CAPTION>
                                                                                       From Re-entering
                                        For the Three             For the Nine         of Development
                                        Months Ended              Months Ended         Stage on May 4,
                                        September 30,             September 30,        1994, Through
                               --------------------------- --------------------------- September 30,
                                    2002          2001          2002         2001      2002
                               ------------- ------------- ------------- ------------- --------------

                            <c>           <c>           <c>           <c>           <c>
Loss from continuing operations
 available to common
 shareholders (numerator)      $     (1,876) $     (3,040) $     (6,002) $     (5,757) $    (41,483)
                               ------------- ------------- ------------- ------------- -------------
Weighted average number of
 common shares outstanding
 used in loss per share for
 the period (denominator)         1,961,643     1,961,643     1,961,643     1,961,643     1,389,517
                               ------------- ------------- ------------- ------------- -------------



Dilutive loss per share was not presented, as the Company had no common stock
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.



                                       9

</TABLE>
<PAGE>

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

(1) Caution Regarding Forward-Looking Information and Risk Factors

    When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 regarding events, conditions, and financial trends that may affect
the Company's future plans of operations, business strategy, operating
results, and financial position.  Persons reviewing this report 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.  These risks and uncertainties, many of which are
beyond our control, include (i) the sufficiency of existing capital resources
and the Company's ability to raise additional capital to fund cash
requirements for future operations; (ii) volatility of the stock market; and
(iii) general economic conditions.  Although the Company believes the
expectations reflected in these forward-looking statements are reasonable,
such expectations may prove to be incorrect.

(2) Plan of Operation

    The Company's current operating plan is to (a) cover the administrative
and reporting requirements of a public company; and (b) search for, and
investigate, potential businesses, products, technologies and companies for
acquisition or merger.  At present, the Company has no understandings,
commitments or agreements with respect to the acquisition of any business,
product, technology or company, and there can be no assurance that the Company
will be able to identify any such business, product, technology or entity
suitable for an acquisition or reorganization transaction.  Moreover, there
can be no assurance the Company will be successful in its efforts to enter
into or consummate an acquisition or reorganization transaction on terms
favorable or beneficial to the Company and its shareholders, or that it, or
its successor, will be able to effectively manage the business opportunity the
Company acquires or becomes engaged in.

(3) Results of Operations

    For the past several years, the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential.  The Company currently has no commitment or
arrangement to participate in a business and cannot now predict what type of
business it may enter into or acquire.  It is emphasized that the business
objectives discussed herein are extremely general and are not intended to be
restrictive on the discretion of the Company's management.

 The Company is not aware of any trends that have or are reasonably likely to
have a material impact on its liquidity, net sales, revenues, or income from
continuing operations.   There have been no events which have caused material
changes from period to period in one or more line items of the financial
statements or any seasonal aspects that have had a material effect on the
financial condition or results of operation.



                                10
<PAGE>

Three and Nine Months Periods Ended September 30, 2002 and 2001

      During the preceding year, the Company has been inactive except for
compliance with its reporting obligations and related activities, and,
therefore, it has not experienced any material changes in results of
operation.  During the quarter ended September 30, 2002, the Company had
$1,905 in general and administrative expenses, as compared to $3,187 in
expenses for the quarter ended September 30, 2001.  During the nine months
ended September 30, 2002, the Company had $6,124 in general and administrative
expenses, as compared to $6,295 in expenses for the nine months ended
September 30, 2001.  All of such expenses were incurred in connection with the
Company's ongoing reporting activities.

      The Company has realized a net loss for the three months ended September
30, 2002 and 2001, of $1,876 and $3,040, respectively; a net loss for the nine
months ended September 30, 2002 and 2001, of $6,002 and $5,757, respectively;
and a net loss from the reentering of development stage on May 4, 1994 through
September 30, 2002, of $41,483.

(4)   Liquidity and Capital Resources

      The Company has not experienced a material change in financial condition
over the past year.  At September 30, 2002, the Company had working capital of
approximately $14,576, as compared to $20,578, at December 31, 2001.  Working
capital as of both dates consists of cash less accounts payable.  The Company
is dependent upon management and/or significant shareholders to provide
sufficient working capital to preserve the integrity of the corporate entity
during this phase.  It is the intent of management and significant
shareholders to provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity.

      Although the Company's assets consist of cash and cash equivalents, the
Company has no intent to become, or hold itself out to be, engaged primarily
in the business of investing, reinvesting, or trading in securities.
Accordingly, the Company does not anticipate being required to register
pursuant to the Investment Company Act of 1940, and expects to be limited in
its ability to invest in securities, other than cash equivalents and
government securities, in the aggregate amount of over 40% of its assets.
There can be no assurance that any investment made by the Company will not
result in losses.

Item 3 - Controls and Procedures

     (a) Evaluation of disclosure controls and procedures.  The Company
maintains controls and procedures designed to ensure that information required
to be disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission.  Based upon the evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the Chief Executive Officer of the Company, Dimitri Cocorinis, and
Chief Financial Officer of the Company, Terry Cononelos, concluded that the
Company's disclosure controls and procedures were adequate.

     (b) Internal controls.  The Company made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the
Chief Executive Officer, Dimitri Cocorinis, and Chief Financial Officer, Terry
Cononelos.



                                11
<PAGE>

                   PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         None.

Item 2 - Changes in Securities

         None.

Item 3 - Defaults on Senior Securities

         None.

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

         During the quarter ended September 30, 2002, the Company held no
regularly scheduled, called or special meetings of shareholders during the
reporting period, nor were any matters submitted to a vote of this Company's
security holders.

Item 5 - Other Information

         None.

Item 6 - Exhibits and 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.



                               MILLENNIUM QUEST, INC.


     November 12, 2002         /s/ Dimitri Cocorinis
                               ----------------------------------
                               Dimitri Cocorinis
                               Chief Executive Officer



                               MILLENNIUM QUEST, INC.


     November 12, 2002         /s/ Terry Cononelos
                               ---------------------------------
                               Terry Cononelos
                               Chief Financial Officer








                                12
<PAGE>

                          CERTIFICATION

    I, Dimitri Cocorinis, Chief Executive Officer of the Company, certify
that:

    1. I have reviewed this quarterly report on Form 10-QSB of Millennium
Quest, 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 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 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.

       Date: November 12, 2002     /s/ Dimitri Cocorinis
                                   -------------------------------
                                    Dimitri Cocorinis
                                    Chief Executive Officer



                                13

<PAGE>

                          CERTIFICATION

    I, Terry Cononelos, Chief Financial Officer of the Company, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of Millennium
Quest, 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 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 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.

       Date: November 12, 2002     /s/ Terry Cononelos
                                   ----------------------------
                                   Terry Cononelos
                                   Chief Financial Officer



                                14