UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 MARCH 31, 2005

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

     FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                           Commission File No. 0-26682


                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                 (Name of Small Business Issuer in its Charter)



                   Delaware                                11-3199437
---------------------------------------------  ---------------------------------
(State or other Jurisdiction of Incorporation  (IRS Employer Identification No.)
              or Organization)

                10 Edison Street East, Amityville, New York 11701
                    (Address of Principal Executive Offices)

                                 (631)  842-7600  (Issuer's   Telephone  Number,
                Including Area Code)

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__ N_____O


                      APPLICABLE ONLY TO CORPORATE ISSUERS
-------------------------------------------------------------------------------
The number of outstanding  shares of the issuer's  common stock,  par value $.01
per share, as of May 9, 2005, was 12,833,773.

Transitional Small Business Disclosure Format (check one):


                                YES_____ NO__X__



<PAGE>




                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                              INDEX TO FORM 10-QSB

                                 March 31, 2005



PART I - FINANCIAL INFORMATION
                                                                            PAGE
                                                                       ----
       Item 1 - Financial Statements (Unaudited)

                  Consolidated Balance Sheets at March 31, 2005
                  and December 31, 2004..............................    1

                  Consolidated Statements of Operations
                  for the Three Months Ended March 31, 2005
                  and March 31, 2004.................................    2

                  Consolidated Statements of Cash Flows
                  for the Three Months Ended March 31, 2005
                  and March 31, 2004.................................    3
                  Notes to Consolidated Financial Statements.........    4


       Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations .....    6

       Item 3 - Controls and Procedures .............................    8

PART II - OTHER INFORMATION..........................................    8


SIGNATURES...........................................................    9

CERTIFICATIONS ......................................................   10



                                       -i-


<PAGE>


                                     PART I
                           ITEM I FINANCIAL STATEMENTS
                     Technology Flavors & Fragrances, Inc.
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                            At March 31,   At December 31,
                                                            ------------  ----------------
                                                                 2005           2004
                                                            ------------    ------------
                          ASSETS
Current assets:
<S>                                                         <C>             <C>
    Cash and cash equivalents                               $    299,915    $    223,529
    Receivables                                                3,535,837       2,761,470
    Inventories                                                4,354,501       4,386,925
    Prepaid expenses and other current assets                    105,561          38,008
                                                            ------------    ------------
           Total current assets                                8,295,814       7,409,932
Fixed assets, net                                              2,378,756       2,365,394
Intangible assets, net                                            81,077         121,616
Other assets                                                     697,516         582,222
                                                            ------------    ------------
           Total assets                                     $ 11,453,163    $ 10,479,164
                                                            ============    ============
                       LIABILITIES
Current liabilities:
    Accounts payable                                        $  1,902,811    $  2,089,632
    Accrued expenses                                             380,699         450,505
    Revolving credit facility                                  3,139,500       2,825,973
    Current portion of long-term debt                             85,000          85,000
    Current portion of capital lease obligations                  77,970          77,970
                                                            ------------    ------------
           Total current liabilities                           5,585,980       5,529,080
Long-term debt, less current portion                           2,635,000       1,885,000
Capital lease obligations, less current portion                   80,622         101,222
                                                            ------------    ------------
                                                               8,301,602       7,515,302
Minority interest                                                (32,210)         (8,762)
Commitments and contingencies

                       STOCKHOLDERS' EQUITY
Common stock:
    $ .01 par value, authorized 20,000,000 shares, issued
    13,044,473 shares                                            130,445         130,445
Paid-in capital                                               10,387,272      10,387,272
Accumulated deficit                                           (7,329,003)     (7,505,779)
Treasury stock at cost - 210,700 shares of common               (205,097)       (205,097)
Accumulated comprehensive gain - foreign
    currency translation                                         200,154         165,783
                                                            ------------    ------------
           Total stockholders' equity                          3,183,771       2,972,624
                                                            ------------    ------------
           Total liabilities and stockholders' equity       $ 11,453,163    $ 10,479,164
                                                            ============    ============
</TABLE>

                            See accompanying notes.

                                      -1-
<PAGE>

                      Technology Flavors & Fragrances, Inc.
                      Consolidated Statements of Operations

                                   (Unaudited)



<TABLE>
<CAPTION>
                                                    For the three months
                                                        ended March 31,
                                                ----------------------------
                                                    2005             2004
                                                ------------    ------------
<S>                                             <C>             <C>
Net sales                                       $  4,538,370    $  4,549,170
Cost of sales                                      2,659,115       2,610,404
                                                ------------    ------------
   Gross profit                                    1,879,255       1,938,766
                                                ------------    ------------
Operating expenses:
   Selling                                           722,821         778,200
   General and administrative                        443,521         461,026
   Research and development                          433,904         459,539
   Amortization                                       49,060          48,750
                                                ------------    ------------
             Total operating expenses              1,649,306       1,747,515
                                                ------------    ------------
Income from operations                               229,949         191,251
Interest expense, net                                (75,157)        (42,152)
                                                ------------    ------------
Income before taxes and minority interest            154,792         149,099
Provision for taxes                                   (1,464)         (2,515)
                                                ------------    ------------
Income before minority interest                      153,328         146,584
Minority interest                                     23,448         (23,414)
                                                ------------    ------------
Net income                                      $    176,776    $    123,170
                                                ============    ============
Net income per common share-basic and diluted   $        .01    $        .01
                                                ============    ============
Weighted average common shares outstanding:
    Basic                                         12,833,773      12,793,773
                                                ============    ============
    Diluted                                       12,982,518      12,793,773
                                                ============    ============
</TABLE>


                            See accompanying notes.

                                      -2-


<PAGE>
                      Technology Flavors & Fragrances, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          For the three months
                                                              ended March 31,
                                                       -------------------------
                                                           2005            2004
Cash flows from operating activities:
<S>                                                    <C>            <C>
    Net income                                         $   176,776    $   123,170
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                      122,381        127,822
        Minority interest                                  (23,448)        13,222
        Changes in assets and liabilities:
           Accounts receivable                            (746,520)      (672,695)
           Inventories                                      38,457        339,455
           Prepaid expenses and other current assets       (67,553)       (23,180)
           Other assets                                   (123,815)       (20,505)
           Accounts payable                               (188,881)       (11,337)
           Accrued expenses                                (69,806)        10,658
                                                       -----------    -----------
        Net cash used in operating activities             (882,409)      (113,390)
                                                       -----------    -----------
Cash flows from investing activities:
    Purchase of fixed assets                               (86,683)      (109,070)
                                                       -----------    -----------
        Net cash used in investing activities              (86,683)      (109,070)
                                                       -----------    -----------
Cash flows from financing activities:
    Proceeds from revolving credit facility              3,885,000      4,024,000
    Proceeds from term loan                                750,000           --
    Repayment of revolving credit facility              (3,571,473)    (3,732,320)
    Payment of capital lease obligations                   (20,600)       (18,579)
                                                       -----------    -----------
        Net cash provided by financing activities        1,042,927        273,101
                                                       -----------    -----------
Effect of exchange rate changes on cash                      2,551          5,379
                                                       -----------    -----------
Increase in cash and cash equivalents                       76,386         56,020
Cash and cash equivalents - beginning of period            223,529        112,365
                                                       -----------    -----------
Cash and cash equivalents - end of period              $   299,915    $   168,385
                                                       ===========    ===========

      See accompanying notes.


                                      -3-

<PAGE>
                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005

1. BASIS OF PRESENTATION

         Technology  Flavors & Fragrances,  Inc. (the  "company,"  "us," "we" or
"our") creates,  develops and manufactures flavor and fragrance products used to
provide or enhance  flavors or  fragrances  in a wide  variety of  consumer  and
industrial products.

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions  to Form 10-QSB.  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 our management,  all adjustments  (consisting of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three  month  period  ended  March 31, 2005 are not  necessarily
indicative of the results that may be expected for the full year ending December
31, 2005. These unaudited  consolidated  financial  statements should be read in
conjunction with the  consolidated  financial  statements and footnotes  thereto
included  in our Annual  Report on Form 10-KSB for the year ended  December  31,
2004 and our consolidated  audited financial  statements and footnotes contained
therein.

2. INVENTORIES

         Components of inventories are summarized as follows:

                                     March 31, 2005   December 31, 2004
                                     --------------   -----------------

         Raw Materials                $2,604,741           $2,600,992
         Finished Goods                1,749,760            1,785,933
                                       ---------           ----------
                                      $4,354,501           $4,386,925
                                      ==========           ==========

3. MINORITY INTEREST

         Minority  interest relative to the Company's 51% owned joint venture in
South   America   includes   amounts  due  to  the  Company  from  its  minority
shareholders.

4. EARNINGS PER SHARE

         Basic net income per share is  calculated  using the  weighted  average
number of shares of our common stock outstanding during the period.  Diluted net
income per share for the three month  periods  ended March 31, 2005 and 2004 was
calculated using the weighted average common stock and common stock  equivalents
that were outstanding  during the period. The effect of common stock equivalents
for the three month periods  ended March 31, 2005 and 2004  (148,745  shares and
26,092 shares,  respectively) was not material and, thus, diluted net income per
share for both periods is the same as basic earnings per share.


                                       -4-


<PAGE>

5. STOCK-BASED COMPENSATION PLANS

          We  account  for our  stock  option  awards  to  employees  under  the
intrinsic value based method of accounting  prescribed by Accounting  Principles
Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees."  Under the
intrinsic value based method,  compensation  cost is the excess,  if any, of the
quoted  market price of the stock at grant date or other  measurement  date over
the  amount  an  employee  must pay to  acquire  the  stock.  We make pro  forma
disclosures  of net income  and  earnings  per share as if the fair value  based
method of  accounting  had been  applied as required by  Statement  of Financial
Accounting   Standards  No.  123  ("SFAS  123"),   "Accounting  for  Stock-Based
Compensation"  and SFAS No. 148,  "Accounting  for  Stock-Based  Compensation  -
Transition and  Disclosure." We have never granted options below market price on
the date of grant.

                                               Three months ended March 31,
                                              ------------------------------
                                                 2005                2004
                                                 ----                ----
       Net income as reported                  $ 176,776          $  123,170
       Deduct: Total stock-based employee
       compensation expense determined under
       fair value method used                    (13,180)             (8,079)
                                               ---------          ---------
       Pro forma net income                    $ 163,596          $  115,091
                                               =========          ==========
       Earnings per share:
         Basic and diluted- as reported        $    0.01          $     0.01
                                               =========          ==========
         Basic and diluted- pro forma          $    0.01          $     0.01
                                               =========          ==========
</TABLE>


6. SUBSEQUENT EVENTS

          On April  1,  2005,  the  Company  entered  into a  definitive  merger
agreement with FFG Industries,  Inc. ("FFG"), pursuant to which FFG will acquire
TFF.  The  acquisition  will be made  by a  tender  offer  for  all  issued  and
outstanding  TFF common stock for $1.55 per share in cash,  followed by a merger
of TFF and FFG. Any shares not tendered will be converted in the merger into the
right to  receive  $1.55 per share in cash.  The  tender  offer is subject to at
least 90% of the  stockholders  of TFF  tendering  their  shares,  the purchaser
obtaining financing to consummate the offer and other customary conditions.

                                       -5-


<PAGE>




ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

         The following  information  for the three month periods ended March 31,
2005 and  March  31,  2004  has been  derived  from our  unaudited  consolidated
financial statements and should be read in conjunction with our Annual Report on
Form 10-KSB for the year ended  December 31, 2004 and the  consolidated  audited
financial statements included therein.


                                    Three months ended March 31,
                              ------------------------------------------------
                                         2005                    2004
                              ------------------------    -------------------
                                            (amounts in thousands)
Net sales                          $4,538       100.0%     $4,549      100.0%
Gross profit                        1,879        41.4       1,939       42.6
Operating expenses:
    Selling                           723        15.9         778       17.1
    General and administrative        444         9.8         461       10.1
    Research and development          434         9.5         460       10.1
    Amortization                       49         1.1          49        1.1
Income from operations                230         5.1         191        4.2
Interest expense, net                 (75)        1.7         (42)       1.0
Provision for income taxes             (1)          -          (3)         -
Minority interest                      23         0.5         (23)       0.5
Net income                            177         3.9         123        2.7


Net sales.  Net sales for the three  months  ended March 31, 2005 of  $4,538,000
were  comparable  to net sales  for the three  months  ended  March 31,  2004 of
$4,549,000.

Gross profit.  Gross profit, as a percentage of sales,  decreased 1.2 % to 41.4%
on net sales of $4,538,000  for the three months ended March 31, 2005 from 42.6%
on net sales of  $4,549,000  for the same  period last year due  principally  to
increases in  manufacturing  overhead costs,  principally  incoming  freight and
freight relative to inter-division transfers of materials.

Operating expenses:

         Selling expenses.  Selling expenses  decreased by $55,000,  or 7.1%, to
$723,000 for the three  months  ended March 31, 2005 from  $778,000 for the same
period last year due principally to reductions in wages and commissions.


                                       -6-


<PAGE>

         General  and  administrative   expenses.   General  and  administrative
expenses  decreased by $17,000,  or 3.7%, to $444,000 for the three months ended
March 31, 2005 from  $461,000 for the same period last year due  principally  to
the reduction of one administrative employee.

         Research and development  expenses.  Research and development  expenses
decreased by $26,000,  or 5.7%, to $434,000 for the three months ended March 31,
2005 from $460,000 for the same period last year due principally to reduction in
the use of outside contract services.

         Amortization  expense.  Amortization expense for the three months ended
March 31, 2005 and March 31, 2004 was $49,000 for both periods.

         Total  operating  expenses.   Total  operating  expenses  decreased  by
$98,000,  or 5.6%, to $1,650,000  for the three months ended March 31, 2005 from
$1,748,000  for the same period  last year as a result of the factors  described
above.

Interest  expense,  net.  Interest  expense for the three months ended March 31,
2005 increased  $33,000,  or 78.6%,  to $75,000 from $42,000 for the same period
last year due principally to higher borrowing levels and higher interest rates.

Provision  for  income  taxes.  Provision  for  income  taxes  represents  state
franchise  taxes and  Federal  alternative  minimum  tax of $1,000 for the three
months ended March 31, 2005 and $3,000 for last year's comparable period.  There
were no Federal income tax provisions for the 2005 and 2004 periods since we had
available net operating loss  carryforwards for which valuation  allowances have
been recorded.

Minority  interest.  Minority interest for the three months ended March 31, 2005
and 2004 of $(23,000)  and $23,000,  respectively,  relates to net (loss) income
allocated to minority shareholders of our overseas business venture.

Net income. Net income for the three months ended March 31, 2005 was $177,000 as
compared to net income of $123,000 for the same period last year.

Liquidity and Capital Resources

         Historically,  our  financing  needs have been met through  issuance of
equity and debt  securities and commercial bank loans. In April 2002, we entered
into a 5-year  term Loan and  Security  Agreement  with a  lender.  We call this
revolving credit facility the 2002 Credit  Facility.  The maximum line of credit
under the 2002 Credit  Facility was initially set at $3,000,000  which increased
to $3,500,000 at our option in June 2004.

           Outstanding borrowing under the 2002 Credit Facility bear interest at
a rate equal to a prime  lending rate plus  one-quarter  of a  percentage  point
(6.00% at March 31, 2005).  Borrowing under the 2002 Credit Facility are subject
to certain eligibility requirements relating to our receivables and inventories.
Outstanding  borrowing is secured by substantially all of our assets,  including
our  product  formulations.  We must  comply with  certain  financial  and other
covenants  contained  in the Loan and  Security  Agreement  which was amended in
January 2005, including maintaining tangible net worth of at least $2,012,000 at
March 31, 2005 and minimum  levels on a quarterly  basis  thereafter,  achieving
annual cash flow, as defined,  of at least $1.00 and incurring  expenditures for
capital  assets of not more than  $500,000  each  year.  Our  subsidiaries  have
guaranteed our obligations  under the 2002 Credit Facility.  Borrowing under the
2002 Credit Facility at March 31, 2005 was $3,140,000 and $360,000 was available
for additional borrowing in accordance with the 2002 Credit Facility.


                                       -7-
<PAGE>

         In  January  2005,  we  amended  the 2002  Credit  Facility  to provide
additional  borrowing up to $2,000,000 in the form of a term loan,  modified the
financial  covenants as stated  above and  extended  the maturity  date to April
2008.  Borrowing  under  the  term  loan  shall  be  repaid  based on a 48 month
amortization  schedule  bearing  the  same  interest  rate  as the  2002  Credit
Facility.  Borrowing under the term loan included in long-term debt at March 31,
2005 was $750,000 and  $1,250,000  was  available  for  additional  borrowing in
accordance with the terms of the term loan.

         At March 31, 2005, our working capital increased by $829,000, or 44.1%,
to $2,710,000  from $1,881,000 at December 31, 2004 due principally to increases
in  receivables  resulting from the increased  level of sales.  We are committed
under   non-cancellable   operating  and  capital   leases  and  long-term  debt
obligations for the upcoming year of approximately $312,000.

                         ITEM 3. CONTROLS AND PROCEDURES

         We evaluated,  with the  participation of the Company's Chief Executive
Officer  and Chief  Financial  Officer,  the  effectiveness  of the  design  and
operation  of our  disclosure  controls  and  procedures  as of March 31,  2005,
pursuant to Exchange  Act Rule  15d-15.  Based upon that  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to us which is  required  to be included in our
periodic  SEC  filings.  There  have been no  significant  changes  in  internal
controls or in other factors that could  significantly  affect internal controls
during our most recent fiscal quarter.


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings
           Not Applicable

Item 2.    Changes in Securities and Use of Proceeds
           Not Applicable

Item 3.    Defaults Upon Senior Securities
           Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders
           Not Applicable

Item 5.    Other Information
           None

                                       -8-
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits

                      Exhibit  99.1  -  Written  Statement  of  Chief  Executive
                      Officer and Chief Financial Officer.

(b)      Reports on Form 8-K

Item 1.01- Entry  into a Material  Definitive  Agreement  On April 1, 2005,  the
           Company  issued a press  release  announcing  that it had  reached an
           agreement  in principal to be acquired at a price of $1.55 per share.
           On April 1, 2005,  the Company  entered into an Agreement and Plan of
           Merger with FFG Industries, Inc. and FFG Merger corporation. On April
           7, 2005,  the Company issued a press release  announcing  that it had
           executed the definitive merger agreement on April 1, 2005.

Item 2.02- Results of Operation and Financial  Condition On March 31, 2005,  The
           Company issued a press release announcing its earnings and results of
           operations for the three months and year ended December 31, 2004.

Item 7.01- Regulation FD Disclosure
           See Item 2.02 above.  The  information  in that report was  furnished
           solely pursuant to Item 2.02 and Item 7.01 of that Form.

Item 9.01- Financial Statements and Exhibits.


                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated:  May 9, 2005

                     TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                     By /s/   Joseph A. Gemmo
                       ---------------------------------------------------
                              Joseph A. Gemmo
                              Vice President and Chief Financial Officer
                              (Principal Financial Officer and Officer Duly
                              Authorized to Sign on Behalf of Registrant)




                                       -9-

<PAGE>



                                 CERTIFICATIONS


I, Philip Rosner,  Chairman and Chief Executive Officer of Technology  Flavors &
Fragrances, Inc. (the "Registrant") certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB for the quarter ended
March 31, 2005 of the Registrant;

2. Based on my knowledge, this 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; and,

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this 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 report.

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] for the Registrant and have:

   (a)  designed  such  disclosure  controls  and  procedures,  or  caused  such
   disclosure  controls and procedures to be designed under our supervision,  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  report is being
   prepared;

   (b) evaluated the effectiveness of the Registrant's  disclosure  controls and
   procedures   and  presented  in  this  report  our   conclusions   about  the
   effectiveness of the disclosure controls and procedures, as of the end of the
   period covered by this report based on such evaluation; and

   (c) disclosed in this report any change in the Registrant's  internal control
   over financial  reporting that occurred during the  Registrant's  most recent
   fiscal  quarter that has  materially  affected,  or is  reasonably  likely to
   materially   affect,  the  small  business  issuer's  internal  control  over
   financial reporting; and

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

   a) all significant  deficiencies and any material weaknesses in the design or
   operation of internal  control over financial  reporting which are reasonably
   likely to  adversely  affect the  Registrant's  ability  to record,  process,
   summarize and report financial information; and

   b) any fraud,  whether or not  material,  that  involves  management or other
   employees who have a significant  role in the  Registrant's  internal control
   over financial reporting.

Date: May 9, 2005


/s/ Philip Rosner
------------------------------------
Chairman and Chief Executive Officer

                                      -10-

<PAGE>




I, Joseph A. Gemmo,  Vice  President and Chief  Financial  Officer of Technology
Flavors & Fragrances, Inc. (the "Registrant") certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB for the quarter ended
March 31, 2005 of the Registrant;

2. Based on my knowledge, this 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; and,

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this 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 report.

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] for the Registrant and have:

   (a)  designed  such  disclosure  controls  and  procedures,  or  caused  such
   disclosure  controls and procedures to be designed under our supervision,  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  report is being
   prepared;

   (b) evaluated the effectiveness of the Registrant's  disclosure  controls and
   procedures   and  presented  in  this  report  our   conclusions   about  the
   effectiveness of the disclosure controls and procedures, as of the end of the
   period covered by this report based on such evaluation; and

   (c) disclosed in this report any change in the Registrant's  internal control
   over financial  reporting that occurred during the  Registrant's  most recent
   fiscal  quarter that has  materially  affected,  or is  reasonably  likely to
   materially   affect,  the  small  business  issuer's  internal  control  over
   financial reporting; and

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

   a) all significant  deficiencies and any material weaknesses in the design or
   operation of internal  control over financial  reporting which are reasonably
   likely to  adversely  affect the  Registrant's  ability  to record,  process,
   summarize and report financial information; and

   b) any fraud,  whether or not  material,  that  involves  management or other
   employees who have a significant  role in the  Registrant's  internal control
   over financial reporting.

Date: May 9, 2005


/s/ Joseph A. Gemmo
Vice President and Chief Financial Officer


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