(Mark One)

X...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 Securities Exchange Act of 1934 for the
transition period from _________ to _________.

**SHEFFIELD PRODUCTS, INC.**

(Name of small business in its charter)

|Florida                                        | 0-50002                  | 13-4025362                       
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification
No.)

|5150 Tamiami Trail N., Ste. 202

Naples, Florida | 34103     
|------------------------------------------------ | ----------
|(Address of Principal Executive Office)          | (Zip Code)

Issuer's telephone number:(239) 430-2222



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities 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 ....

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.  Yes .....  No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.  At September 30, 2002, the following shares were outstanding: 7,138,640
shares.

Transitional Small Business Disclosure Format (Check one):Yes .....     No ..X..

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a) 	The unaudited financial statements of registrant for the nine months ended September 30,
2002, follow.  The financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period presented.









|INDEX TO FINANCIAL STATEMENTS: | 
|------------------------------ | 
|                               | 
|Balance Sheets                 | 
|Statements of Operations       | 
|Statements of Cash Flows       | 
|Notes to Financial Statements  | 

**SHEFFIELD PRODUCTS, INC.**

(A Development Stage Company)

Balance Sheet

|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|---------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------------- | -------- | ------------ | -------- | ------------- | ------------- | ------------ | ------------
|                       |                                                              |                                           |               |          |              |          |               | Unaudited     |              | Unaudited   
|                       |                                                              |                                           |               |          |              |          |               | 09/30/02      |              | 09/30/01    
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|**ASSETS**            
|****                   |                                                              |                                           |               |          |              |          |               |               |              |             
|Current Assets:        |                                                              |                                           |               |          |              |          |               |               |             
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | Cash                                                         |                                           |               |          |              |          |               | $          79 |              | $          -
|                       | Shareholder receivable                                       |                                           |               |          |              | -        |               | -            
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       |                                                              | TOTAL CURRENT ASSETS                      |               |          |              | 79       |               | -            
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | TOTAL ASSETS                                                 |                                           |               |          |              |          | $          79 |               | $          -
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       |                                                              | **LIABILITIES AND STOCKHOLDER'S DEFICIT** |               |          |             
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|Current Liabilities:   |                                                              |                                           |               |          |              |          |               |               |             
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | Accounts payable and accrued expenses                        |                                           |               |          | $        250 |          | $          - 
|                       | Shareholder loan payable                                     |                                           |               |          |              | 240      |               | -            
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       |                                                              | TOTAL CURRENT LIABILITIES                 |               |          | 490          |          | -            
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|Stockholder's Deficit: |                                                              |                                           |               |          |              |          |               |               |             
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | Common Stock - Par value $.001; authorized 10,000,000 shares |                                           |               |          |             
|                       | 7,138,640 and  5,125,640 shares issued and outstanding in    |                                           | 7,139         |          | 5,126       
|                       | 2002 and 2001, respectively                                  |                                           |               |          |              |          |               |              
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | Additional paid-in capital                                   |                                           |               |          |              | 7,669    |               | 5,062        
|                       | Deficit accumulated during the development stage             |                                           |               | (15,220) |              | (10,188)
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       |                                                              | TOTAL STOCKHOLDER'S DEFICIT               |               |          | (412)        |          | -            
|                       |                                                              |                                           |               |          |              |          |               |               |              |             
|                       | TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                  |                                           | $          79 |          | $          -

The accompanying notes are an integral part of the financial statements.

**SHEFFIELD PRODUCTS, INC.**

(A Development Stage Company)

Statements of Operations

For the initial period of inception (August 19, 1997) to September 30, 2002

|                                           |                            |           |                     |                         | Unaudited               | Unaudited               | Unaudited              | Unaudited             | Unaudited             
|------------------------------------------ | -------------------------- | --------- | ------------------- | ----------------------- | ----------------------- | ----------------------- | ---------------------- | --------------------- | ----------------------
|                                           |                            |           |                     |                         | For the three
months    | For the three
months    | For the nine
months    | For the nine
months   | Inception

05/06/96 to
|                                           |                            |           |                     |                         | ending 09/30/02         | ending 09/30/01         | ending 09/30/02        | ending 09/30/01       | 9/30/2002             
|Revenues:                                  |                            |           |                     |                         |                         |                         |                        |                      
|                                           |                            |           |                     |                         |                         |                         |                        |                      
|                                           | Investment Income          |           |                     | $                     - | $                   -   | $                   -   | $                    - | $               -    
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|                                           | TOTAL REVENUES             |           |                     | -                       | -                       | -                       | -                      | -                    
|                                           |                            |           |                     |                         |                         |                         |                        |                      
|Costs and expenses:                        |                            |           |                     |                         |                         |                         |                        |                      
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|                                           | General and administrative |           | 1,795               | 921                     | 5,032                   | 2,763                   | 15,220                
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|                                           | TOTAL EXPENSES             |           |                     | 1,795                   | 921                     | 5,032                   | 2,763                  | 15,220               
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|Net loss before taxes                      |                            |           |                     | (1,795)                 | 921                     | (5,032)                 | 2,763                  | (15,220)             
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|Provision for income taxes                 |                            |           | -                   | -                       | -                       | -                       | -                     
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|                                           | Net loss                   |           |                     |                         | $               (1,795) | $                 (921) | $           (5,032)    | $             (2,763) | $     (15,220)        
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|Loss per common share                      |                            |           | $         (0.00025) | $         (0.00018)     | $       (0.00070)       | $       (0.00054)       |                       
|                                           |                            |           |                     |                         |                         |                         |                        |                       |                       
|Weighted average common shares outstanding | 7,138,240                  | 5,125,640 | 7,138,240           | 5,125,640               |                        

The accompanying notes are an integral part of the financial statements.

**SHEFFIELD PRODUCTS, INC.**

(A Development Stage Company)

Statements of Cash Flows

|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    | Inception        
|------------------------------------- | ------------------------------------------------- | ---- | ------- | ----- | ------- | --- | -------------------- | ------------------- | ---------------------- | -- | -----------------
|                                      |                                                   |      |         |       |         |     | For the nine months  | For the nine months | 05/6/1996 to          
|                                      |                                                   |      |         |       |         |     | ending 09/30/02      |                     | ending 09/30/01        |    | 09/30/02         
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|Cash flows from operating activities: |                                                   |      |         |       |         |     |                      |                    
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|                                      | Net loss                                          |      |         |       |         |     | $            (5,032) |                     | $              (2,763) |    | $        (15,220)
|                                      | Adjustments to reconcile net loss to net cash     |      |         |       |         |     |                     
|                                      | used in operating activities:                     |      |         |       |         |     |                      |                    
|                                      | Increase(Decrease) in receivable from shareholder |      |         | -     |         | -  
|                                      | Increase(Decrease) in shareholder loan payable    | (23) |         | 383   |         | 240
|                                      | Increase (Decrease) in accounts payable           |      | 250     |       | -       |     | 250                 
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|                                      | Net cash used in operating activities             |      | (4,805) |       | (2,380) |     | (14,730)            
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|Cash flows from financing activities: |                                                   |      |         |       |         |     |                      |                    
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|                                      | Issuance of Common Stock                          |      |         |       | 2,013   |     | 2,380                |                     | 7,139                 
|                                      | Additional paid-in Capital                        |      |         |       | 2,607   |     | -                    |                     | 7,669                 
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|                                      | Net cash provided by financing activities         |      | 4,620   |       | 2,380   |     | 14,808              
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|Net increase (decrease) in cash       |                                                   |      |         | (185) |         | -   |                      | 79                 
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|Cash, beginning                       |                                                   |      |         |       |         | 264 |                      | -                   |                        | - 
|                                      |                                                   |      |         |       |         |     |                      |                     |                        |    |                  
|Cash, ending                          |                                                   |      |         |       |         | 79  |                      | -                   |                        | 79



The accompanying notes are an integral part of the financial statements.

**SHEFFIELD PRODUCTS, INC.******

(A Development Stage Company)

Notes to Financial Statements



**Note 1 - Organization and Summary of Significant accounting Policies**

**Basis of Presentation**

The accompanying unaudited financial statements of Sheffield Products, Inc. (the
"Company"), as of September 30, 2002, and for the nine months ended September 30, 2002 and
2001, have been prepared in accordance with generally accepted accounting principles for
interim financial information, and in accordance with the instructions to Form 10-QSB of the
Securities and Exchange Commission.  Accordingly, they do not********include all of the information
and footnotes required by generally accepted accounting principles for complete financial
statements.  In the opinion of Company management, all adjustments, consisting only of normal
recurring adjustments considered necessary to present fairly the condensed financial statements,
have been made.****

**Description of Business**

The financial statements presented are those of Sheffield Products, Inc. a development
stage company ("The Company"). The Company was incorporated under the laws of the State of
Delaware on August 7, 1997. The Company's activities, to date, have been primarily directed
towards the raising of capital.

As shown in the financial statement, as of September 30, 2002 and 2001, the Company
has incurred accumulated deficits during the development state of $15,220 and $10,188,
respectively and had very little cash. The Company's continued existence is dependent on its
ability to generate sufficient cash flow to meet its obligations on a timely basis. Accordingly, the
financial statements do not include any adjustment that might be necessary should the Company
be unable to continue in existence. The Company has been exploring sources to obtain additional
equity or debt financing. The Company has indicated its intention to participate in one or more as
yet unidentified business ventures, which management will select after reviewing the business
opportunities for their profit or growth potential.

**Use of Estimates in the Preparation of Financial Statements**

The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reporting
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

**Income Taxes**



Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the statement of operations in the period, which includes the enactment
date.

**Loss Per Common Share**

The Company incurred a net loss of $5,032 and $2,763, respectively during the nine
month periods ended  September 30, 2002 and 2001.  This was due to the high professional and
legal costs related to thecompany's operations.

**Note 2 - Common Stock**

The Company authorized 10,000,000 shares of par value $.001 common stock.

Dividends may be paid on outstanding shares as declared by the Board of Directors. Each
share of common stock is entitled to one vote.****

**Note 3 - Income Taxes**

There is no provision for income taxes since the Company has incurred a net operating
loss. ****

**Note 4 - Related Party Transactions**

A shareholder advanced the Company $240 and $0, respectively for the periods ended
September 30, 2002 and 2001.

**Note 5 - Subsequent Events**

The Company is constantly seeking business opportunities and other means of financing
to enable it to complete its business plan.

**Note 6  - Management's Discussion and Analysis or Plan of Operation**

****

**Results of Operations**

For the periods ending September 30, 2002 and 2001, the Company incurred net losses of
$5,032 and $2,763, respectively. Explanations of these results are set forth below.

**Expenses**

**General and Administrative**

General and administrative costs consist primarily of professional and consulting fees.
Significant costs are attributed to the Company becoming a reporting public company. This status
will increase audit and legal costs significantly. In relation to the Company becoming a public
company, the cost of corporate relations will also increase as quarterly reports and other investor
information is required.

The Company incurred expenses of $5,032 and $2,763, respectively during the periods
ended September 30, 2002 and 2001. This was due to the high professional and legal costs
related to the Company's operations.

**Liquidity and Capital Resources**

During the periods ended September 30, 2002 and 2001, the Company did not have any
cash from operations.

At September 30, 2002 and 2001,  the Company had current assets of $79 and $0 and
current liabilities of 490 and $0, respectively.

Implementation of the Company's business plan may require capital resources
substantially greater than those currently available to the Company. The Company may
determine, depending on the opportunities available to it, to seek additional debt or equity
financing to fund the cost of acquiring an operating entity. There can be no assurance that
additional equity financing will be available. If neither additional debt nor equity financing is
available, the Company might seek loans. In addition, the Company might seek some type of
strategic alliance with another company that would provide equity to the Company.

To the extent that the Company finances expansion through the issuance of additional
equity securities, any such issuance would result in dilution of the interests of the Company's
stockholders. Additionally, to the extent that the Company incurs indebtedness or issues debt
securities to finance expansion activities, it will  be subject to all of the risks associated with
incurring substantial indebtedness, including the risks that interest rates may fluctuate and cash
flow may be insufficient to pay the principal of and interest on, any such indebtedness.

**Inflation**

The Company believes that the impact of inflation and changing prices on its operations
since commencement of operations has been negligible.

**Seasonality**

The Company does not deem its revenues to be seasonal and any effect would be
immaterial.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS



Certain statements in this report, including statements in the following discussion, which
are not statements of historical fact, are what are known as "forward-looking statements," which
are basically statements about the future.  For that reason, these statements involve risk and
uncertainty since no one can accurately predict the future.  Words such as "plans," "intends,"
"will," "hopes," "seeks," "anticipates," "expects," and the like, often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking
statement.  Such forward-looking statements include statements concerning our plans and
objectives with respect to the present and future operations of the Company, and statements
which express or imply that such present and future operations will or may produce revenues,
income or profits.  Numerous factors and future events could cause the Company to change such
plans and objectives, or fail to successfully implement such plans or achieve such objectives, or
cause such present and future operations to fail to produce revenues, income or profits.
Therefore, the  reader is advised that the following discussion should be considered in light of the
discussion of risks and other factors contained in this report on Form 10QSB and in the
Company's other filings with the Securities and Exchange Commission.  No statements
contained in the following discussion should be construed as a guarantee or assurance of future
performance or future results.

Liquidity and Capital Resources

As of September 30, 2002, the Company remains in the development stage.  For the
period ended September 30, 2002, the Company's balance sheet reflects current and total assets
of $79 in the form of cash, and current liabilities of $490.

The Company does not have sufficient assets or capital resources to pay its on-going
expenses while it is seeking out business opportunities, and it has no current plans to raise
additional capital through sale of securities, or otherwise. As a result, although the Company has
no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is
currently anticipated that the Company will rely on loans or additional capital contributions from
shareholders or to pay expenses at least until it is able to consummate a business transaction.

Results of Operations

During the period from August 20, 1997 (inception) through September 30, 2002, the
Company has engaged in no significant operations other than organizational activities,
acquisition of capital and preparation and filing of its registration statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended, compliance with its periodical reporting
requirements and initial efforts to locate a suitable merger or acquisition candidate.   No revenues
were received by the Company during this period.

The Company experienced a net loss of $1,795 for the third quarter and a net loss of
$5,032 for the nine months ended September 30, 2002, compared with losses of $921 and $2,763
for the same periods of the previous fiscal year.   The loss during the quarter and during the nine
months ended September 30, 2002 is primarily the result of legal, consulting, and accounting
costs related to initial registration under the Securities Exchange Act of 1934 and subsequent
compliance with reporting requirements of the securities laws, as well as payment of transfer
agent fees.  The Company does not expect to generate any revenue until it completes a business
combination, but will continue to incur legal and accounting fees and other costs associated with
compliance with its reporting obligations. As a result, the Company expects that it will continue
to incur losses each quarter at least until it has completed a business combination.  Depending
upon the performance of any acquired business, the Company may continue to operate at a loss
even following completion of a business combination.

Plan of Operations

For the fiscal year ending December 31, 2002, and for the succeeding twelve months, the
Company expects to continue its efforts to locate a suitable business acquisition candidate and
thereafter to complete a business acquisition transaction.  The Company anticipates incurring a
loss for the fiscal year as a result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates. The Company does not expect to generate revenues until it
completes a business acquisition, and, depending upon the performance of the acquired business,
it may also continue to operate at a loss after completion of a business combination.

Need for Additional Financing

The Company  will require additional capital in order to pay the costs associated with
carrying out its plan of operations and the costs of compliance with its continuing reporting
obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending
December 31, 2002 and thereafter.  This additional capital will be required whether or not the
Company is able to complete a business combination transaction during the current fiscal year.
Furthermore, once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings to raise additional capital through the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance
that any additional funds will be available to the Company to allow it to cover itsexpenses.
Notwithstanding the foregoing, however, to the extent that additional funds are required, the
Company anticipates receiving such funds in the form of loans or advancements from current
shareholders without the issuance of additional shares or other securities, or through the private
placement of restricted securities.  In addition, in order to minimize the amount of additional
cash which is required in order to carry out its business plan, the Company might seek to
compensate certain service providers by issuances of stock in lieu of cash.

ITEM 3.	CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (or those persons
performing similar functions), after evaluating the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of a date within 90 days before the filing date of this
quarterly report (the "Evaluation Date"), have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures were effective to ensure the timely collection,
evaluation and disclosure of information relating to the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal controls subsequent to the
Evaluation Date.

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

None.

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K.

(a)Exhibits 99.1 and 99.2**,**CERTIFICATIONPURSUANT TOSECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002**,**are filed herewith.



(b)	No reports on Form 8-K were filed for the quarter ended September 30, 2002.

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.

**SHEFFIELD PRODUCTS, INC.**

By:  /S/ JAMES CHARLES

James Charles, President and a Director

By:/S/ COSMO PALMIERI

Cosmo Palmieri, Director





Date:  December 24, 2002



Exhibit 99.1**SHEFFIELD PRODUCTS, INC.**CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, James Charles, certify that:

1.  I have reviewed this annual report on Form 10-QSB of Sheffield Products, Inc.

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in
this annual 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 annual
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 annual 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 annual report (the "Evaluation Date");
and

c) presented in this annual 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 annual report whether
there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

|Date: December 24, 2002 | By:  /S/ JAMES CHARLES

James Charles, President and a Director
|----------------------- | ---------------------------------------------------------------





Exhibit 99.2**SHEFFIELD PRODUCTS, INC.**CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Cosmo Palmieri, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Sheffield Products, 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
there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  December 24, 2002 | By:/S/ COSMO PALMIERI

Cosmo Palmieri, Director
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