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     December 31, 2002
                                                     ------------------

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT
         For the transition period from                  to            .
                                        ----------------   ------------

                         Commission file number 1-14072

                             THE AMANDA COMPANY, INC.
        (Exact name of small business issuer as specified in its charter)

           UTAH                                          87-0430260
(State or other jurisdiction of            (I.R.S. Employer Identification No)
incorporation or organization)

                 13765 ALTON PARKWAY, SUITE F, IRVINE, CA 92618
               (Address of Principal Executive Offices) (Zip Code)
                                 (949) 859-6279
                           (Issuer's telephone number)

                                       N/A

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                                    Yes   X      No         .
                                                        ---------  ---------


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         As of December 31, 2002 the issuer had 121,993,231 shares of its common
stock, par value $0.01 per share, issued and outstanding.
         Transitional Small Business Disclosure Format (check one):

                                                   Yes          No     X    .
                                                      ----------   ---------


<PAGE>



                                   FORM 10-QSB

                            THE AMANDA COMPANY, INC.

                                Table of Contents


PART I - FINANCIAL INFORMATION

Item 1   Financial Statements

                  Financial Information                                        2

                  Balance Sheets at December 31, 2002
                  (unaudited) and September 30, 2002                           3

                  Statements of Operations  for the three months
                  ended December 31, 2002 and 2001 (unaudited)                 5

                  Statements of Cash Flows for the three months
                  ended December 31, 2002 and 2001 (unaudited)                 6

                  Notes to Condensed Financial Statements (unaudited)          7

Item 2            Management's Discussion and Analysis or
                  Plan of Operation                                            9

Item 3.           Control and Procedures                                      10


PART II - OTHER INFORMATION

Item 1            Legal Proceedings                                           11

Item 2            Changes in the Securities and Use of Proceeds               11

Item 3            Defaults Upon Senior Securities

Item 4            Submission of Matters to a Vote of Security Holders         11

Item 5            Other Information                                           11

Item 6(a).        Exhibits and Reports on Form 8-K                            11

Signatures                                                                    12

Certifications                                                                12

Exhibit Index                                                                 15



                                       1




<PAGE>


                             THE AMANDA COMPANY, INC.

                                     PART I

                              FINANCIAL INFORMATION

                 ITEM 1. INTERIM CONDENSED FINANCIAL STATEMENTS

The Amanda Company,  Inc. (the "Company"),  has included the unaudited condensed
balance  sheet of the Company as of December 31, 2002 and audited  balance sheet
as of September 30, 2002 (the  Company's  most recent  fiscal  year),  unaudited
condensed  statements of operations for the three months ended December 31, 2002
and 2001, and unaudited condensed  statements of cash flows for the three months
ended  December  31, 2002 and 2001,  together  with  unaudited  condensed  notes
thereto. In the opinion of management of the Company,  the financial  statements
reflect  all  adjustments,  all  of  which  are  normal  recurring  adjustments,
considered  necessary  to fairly  present the  financial  condition,  results of
operations and cash flows of the Company for the interim periods presented.  The
financial  statements  included in this report on Form 10-QSB  should be read in
conjunction with the audited  financial  statements of the Company and the notes
thereto included in the annual report of the Company on Form 10-KSB for the year
ended  September 30, 2002.  The results of operations for the three months ended
December 31, 2002 may not be  indicative of the results that may be expected for
the year ending September 30, 2003.


                                       2
<PAGE>

                            THE AMANDA COMPANY, INC.
                                 BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                   December 31,      September 30,
                                                                      2002               2002
                                                                  --------------    --------------
                                                                    (unaudited)       (audited)
CURRENT ASSETS
<S>                                                               <C>               <C>
   Cash and cash equivalents                                      $        8,493    $       57,413
   Accounts receivable, net                                               59,754            84,395
   Other receivable                                                       11,295            10,795
   Inventory                                                              15,631            56,469
   Prepaid and other current assets                                       68,882            75,549
                                                                  --------------    --------------
                                        Total current assets             164,055           284,621

PROPERTY AND EQUIPMENT, NET                                               69,157            82,282

NON-CURRENT ASSETS
   Deferred debt issuance costs                                          286,982           286,982
   Other assets                                                           29,974            29,974
                                                                  --------------    --------------

                                        Total assets              $      550,168    $      683,859
                                                                  ==============    ==============

</TABLE>


The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                            THE AMANDA COMPANY, INC.
                           BALANCE SHEETS - CONTINUED
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                   December 31,      September 30,
                                                                      2002               2002
                                                                  --------------    --------------
                                                                    (unaudited)       (audited)
CURRENT LIABILITIES
<S>                                                               <C>               <C>
   Accounts payable                                               $      494,419    $      576,109
   Liabilities from discontinued operations                              444,841           444,841
   Accrued liabilities                                                   451,181           400,846
   Leasing financing payable                                              27,755            36,440
   Notes payable                                                         476,023           429,500
   Deferred revenue                                                       24,552            17,001
   Convertible debentures                                              1,006,425         1,006,425
   Accrued dividends payable                                             655,420           629,126
                                                                  --------------    --------------
                                 Total current liabilities             3,580,616         3,540,288

LONG-TERM LIABILITIES
   Convertible debentures                                                570,000           570,000
   Deferred gain on sale leaseback                                        25,677            32,680
   Lease financing payable                                                55,537            55,537
                                                                  --------------    --------------
                                Total long-term liabilities              651,214           658,217
                                                                  --------------    --------------
                                         Total liabilities             4,231,830         4,198,505

STOCKHOLDERS' DEFICIT
   Convertible Preferred stock, $0.01 par value
     authorized 5,000,000 shares
      Series A: issued and outstanding 21 shares at
       December 31, 2002 and September 30, 2002                                1                 1
      Series B: issued and outstanding 631 shares at
       December 31, 2002 and September 30, 2002                                6                 6
   Common stock, $.01 par value, 500,000,000 shares
     authorized; issued and outstanding 121,993,231
     shares at December 31, 2002 and 108,159,899
     shares at September 30, 20002                                     1,219,933         1,081,599
   Additional paid-in capital                                          2,346,108         2,441,675
   Accumulated deficit                                                (7,247,710)       (7,037,927)
                                                                  --------------    --------------
                                Total stockholders' deficit           (3,681,662)       (3,514,646)
                                                                  --------------    --------------

                Total liabilities and stockholders' deficit       $      550,168    $      683,859
                                                                  ==============    ==============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                            THE AMANDA COMPANY, INC.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months ended
                                                                            December 31,
                                                                       2002               2001
                                                                  --------------    --------------
<S>                                                               <C>               <C>
Net sales                                                         $      412,024    $      900,377
Cost of sales                                                            176,491           488,694
                                                                  --------------    --------------
                        Gross profit                                     235,533           411,683

Selling, general and administrative expenses                             360,106           556,940
                                                                  --------------    --------------

Operating loss                                                          (124,573)         (145,257)

Other income (expense)
   Interest expense                                                      (48,916)          (37,860)
   Miscellaneous income, net                                             (10,000)           45,236
                                                                  --------------    --------------
                        Loss before extraordinary item                  (183,489)         (137,881)

Merger costs                                                                   -          (876,000)
                                                                  --------------    --------------

                        Net loss before income taxes                    (183,489)       (1,013,881)
                                                                  --------------    --------------

Income taxes                                                                   -                 -
                                                                  --------------    --------------

                        Net loss                                  $     (183,489)   $   (1,013,881)
                                                                  ==============    ==============

Preferred stock dividend                                                 (26,294)          (22,714)
                                                                  --------------    --------------

Net loss attributed to common stockholders                        $     (209,783)   $   (1,036,595)
                                                                  ==============    ==============

Basic loss per share                                              $       (0.002)   $       (0.015)

Diluted loss per share                                            $       (0.002)   $       (0.015)

Weighted-average shares outstanding - basic                          112,004,619        69,220,818

Weighted-average shares outstanding - diluted                        112,004,619        69,220,818

</TABLE>

The accompanying notes are an integral part of these statements.


                                       5
<PAGE>


                            THE AMANDA COMPANY, INC.
                            STATEMENTS OF CASH FLOW
             FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2002               2001
                                                                  --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>               <C>
  Net loss                                                        $     (209,783)   $   (1,013,881)
  Adjustments to reconcile net cash provided (used) in
   operating activities
    Depreciation and amortization                                         13,125             8,412
    Common stock issued for services                                      10,000                 -
    Common stock issued for compensation                                  32,767         1,081,729

  Effect on cash of changes in operating assets and liabilities:
    Decrease (increase) in accounts receivable, net                       24,641           (69,538)
    Decrease (increase) in other receivables                                (500)          (10,000)
    Decrease (increase) in inventory                                      40,838             4,221
    Decrease (increase) in prepaid and other current assets                6,667           (72,164)
    Decrease (increase) in security deposits                                   -            (7,038)
    Increase (decrease) in accounts payable                              (81,690)         (300,442)
    Increase (decrease) in accrued expenses                               76,629            (9,424)
    Increase (decrease) in advances payable                                    -           (40,000)
    Increase (decrease) in unearned gain on sale leaseback                (7,003)                -
    Increase (decrease) in deferred revenue                                7,551            11,713
                                                                  --------------    --------------
                Net cash provided (used) in operating activities         (86,758)         (416,412)
                                                                  --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of notes payable                                                    -          (110,000)
  Payments of equipment financing                                         (8,685)          (10,735)
  Proceeds from equipment financing                                            -                 -
  Proceeds from notes payable                                             46,523                 -
  Proceeds from convertible debenture                                          -           100,000
  Proceeds from convertible promissory notes                                   -           470,000
                                                                  --------------    --------------
                Net cash provided (used) in financing activities          37,838           449,265
                                                                  --------------    --------------

Net increase (decrease) in cash and cash equivalents                     (48,920)           32,853

Cash and cash equivalents at beginning of period                          57,413            36,394
                                                                  --------------    --------------

Cash and cash equivalents at end of period                        $        8,493    $       69,247
                                                                  ==============    ==============
</TABLE>


The accompanying notes are an integral part of these statements.

                                       6
<PAGE>




NOTE A - GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue  as a  going  concern.  The  Company  had a loss of
     $209,783 for the quarter  ended  December 31, 2002, a deficit of $3,681,662
     in stockholders'  equity and negative working capital of $3,416,561 for the
     period ended  December 31, 2002.  The Company  intends to continue to raise
     additional funds in the capital markets for working capital  purposes.  The
     Company  must  raise  additional  capital in order to  continue  as a going
     concern.

NOTE B - OPTIONS TO PURCHASE COMMON STOCK

     No options were exercised in the first quarter.

NOTE C - WARRANTS TO PURCHASE COMMON STOCK

     No warrants were exercised in the first quarter.

NOTE D - OPTIONS/WARRANTS TO PURCHASE COMMON STOCK

     On October 10, 2002, the Company issued a total of 5,000,000 warrants. Each
     warrant  allows  the  holder to  purchase  one share of common  stock at an
     exercise price equal to $.006 per share.  These warrants expire October 10,
     2007.

     On November 6, 2002, the Company issued a total of 500,000  warrants.  Each
     warrant  allows  the  holder to  purchase  one share of common  stock at an
     exercise price equal to $.005 per share. These warrants expire in blocks of
     125,000 each on November 6, 2007, February 6, 2008, May 6, 2008, and August
     6, 2008, respectively.

     On November 15,  2002,  the Company  issued a total of 2,500,000  warrants.
     Each warrant  allows the holder to purchase one share of common stock at an
     exercise price equal to $.006 per share. These warrants expire November 15,
     2007.

NOTE E - ACCRUED PREFERRED STOCK DIVIDENDS

     The Company accrued $26,294 for dividends payable to preferred shareholders
     during the quarter.

Note F - Preferred Stock

     The Company has issued two series of Preferred  Stock.  Series A was issued
     in February 1999 consisting of 1,800 shares, par value $0.01 per share, for
     $1,000 per  share.  Series B was issued in April 1999 at the same price and
     par value but only 1,000 shares were issued. Both series of Preferred Stock
     carry a 16 percent dividend rate, which is paid quarterly.  If and when the
     Company's  stock is listed again on NASDAQ the dividend rate will drop to 8
     percent.

     Both  issuances  of  Preferred  Stock are  convertible  into  shares of the
     Company's  Common  Stock.  Each  share  of  Series  A  Preferred  Stock  is
     convertible into an amount of shares of Amanda Common Stock equal to $1,000



                                       7

<PAGE>

     divided by the average of the two lowest  closing bid prices for Pen Common
     Stock during the period of 22 consecutive trading days ending with the last
     trading day before the date of conversion,  after  discounting  that market
     price by 15 percent (the "Conversion  Price"). The maximum Conversion Price
     for the Series A Preferred Stock is $1.17 per share. The shares of Series B
     Preferred  Stock are  convertible  into Common Stock at the same Conversion
     Price as the Series A Preferred Stock except for a maximum Conversion Price
     of $0.79 per share.  Warrants to acquire  320,000 shares of Common Stock at
     prices  ranging  from  $0.86 to $1.28  per share  were  also  issued to the
     purchasers  of the  Series A and Series B  Preferred  Stock.  The  Warrants
     expire  three  years  from  date the  Preferred  Stock  and  warrants  were
     initially issued.

     No warrants were converted in the first quarter.

Note G - Earnings (loss) per share

     Basic earnings (loss) per common share is computed by dividing net earnings
     (loss)  available to common  shareholders by the weighted average number of
     common shares outstanding  during each period.  Diluted earnings (loss) per
     common share are  similarly  calculated,  except that the weighted  average
     number of common  shares  outstanding  includes  common  shares that may be
     issued  subject to  existing  rights  with  dilutive  potential  except for
     periods when such calculations would be anti-dilutive.

     For the three ended December 31, 2002, net earnings (loss)  attributable to
     common shareholders  includes accrued dividends at the stated dividend rate
     from date of issuance.

NOTE H - INTERIM PERIOD COST OF GOODS SOLD

     Inventory costing is based on specific  identification.  An inventory count
     is taken at the end of each quarter.

NOTE J - INCOME TAXES

     The future benefits of loss carried forward are fully reserved.  There were
     no income taxes during the quarter.


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


     FORWARD-LOOKING  STATEMENTS.  This report contains certain  forward-looking
     statements  within the meaning of section 27A of the Securities Act of 1933
     as amended,  and section 21E of the  Securities  Exchange  Act of 1934,  as
     amended, that involve risks and uncertainties. In addition, the Company may
     from time to time make oral forward-looking statements.  Actual results are
     uncertain  and may be impacted by the  following  factors.  In  particular,
     certain  risks  and  uncertainties  that may  impact  the  accuracy  of the
     forward-looking statements with respect to revenues, expenses and operating
     results  include without  limitation,  cycles of customer  orders,  general
     economic  and  competitive   conditions  and  changing   consumer   trends,
     technological   advances   and  the  number  and  timing  of  new   product
     introductions, shipments of products and components from foreign suppliers,
     and changes in the mix of products ordered by customers.  As a result,  the


                                       8
<PAGE>

     actual  results  may  differ   materially   from  those  projected  in  the
     forward-looking statements.

     Because of these and other factors that may affect the Company's  operating
     results,  past financial  performance should not be considered an indicator
     of future  performance,  and investors should not use historical  trends to
     anticipate results or trends in future periods.

     The following  discussion and analysis  provides certain  information which
     the  Company's  management  believes  is  relevant  to  an  assessment  and
     understanding  of  the  Company's   results  of  operations  and  financial
     condition  for the three  months  ended  December  31, 2002 and 2001.  This
     discussion  should  be read  in  conjunction  with  the  audited  financial
     statements of the Company and notes  thereto  included in the Annual Report
     of the Company on Form 10-KSB for the year ended September 30, 2002.


     General

     Net sales.  Net sales of $412,024 for the three  months ended  December 31,
     2002  reflect a decline of  approximately  $488,000 or 54%  compared to the
     same period in the prior year. Sales to the Company's distributors declined
     approximately  $171,000 or 89% in the current  quarter,  as compared to the
     prior year  quarter;  while  sales to the  Company's  dealer  network  also
     declined approximately $317,000 or 45% for the same comparison periods. The
     substantial drop in revenues reflect both the general  nationwide  economic
     slump as well as the  declining  demand for the Company's  low-end  product
     lines which are primarily focused on PBX and key system  applications.  The
     Company  continues to seek and develop  applications  for its Amanda Portal
     product  line  which is  expected  to  ultimately  supplant  the  Company's
     existing core product lines.

     Cost of sales.  Cost of sales for the period  totaled  $176,491,  declining
     approximately $312,000 or 64% from the comparable prior year quarter, which
     follows the  substantial  quarter to quarter drop in net sales as discussed
     above.  On the other hand,  cost of sales as a percentage of net sales were
     only 43% during the current quarter, a substantial improvement over the 54%
     for the prior year  quarter,  reflecting  both the shift in product  mix to
     higher margin products as sales of the low-end products decline, as well as
     the greater  percentage of sales  attributable to the Company's dealer base
     which are more profitable than sales to the Company's distributors.

     Selling,  general  and  administrative   expenses.   Selling,  general  and
     administrative expenses of $360,106 for the quarter ended December 31, 2002
     decreased by  approximately  $197,000 or 35% from the comparable prior year
     quarter.  Approximately  $140,000 of this decrease  resulted from personnel
     reductions  undertaken in response to the declining sales level;  while the
     balance of the decrease  primarily  reflects the substantial  reductions in
     consulting  expenses  and other  professional  services  as compared to the
     prior year quarter.

     Other  income  and  expenses.   The  current   quarter   results  netted  a
     miscellaneous  expense of $(58,916) as compared to net miscellaneous income
     of $7,376 for the prior year quarter.  The prior year quarter was favorably
     impacted  by a  non-recurring  forgiveness  of a  $50,000  contingent  note
     payable to one of the  Company's  vendors.  Interest  expense  increased by


                                       9
<PAGE>

     approximately  $11,000 during the current quarter, as compared to the prior
     year quarter,  reflecting  the  additional  debt  undertaken by the Company
     during fiscal 2002.

     Extraordinary costs. The Company recorded one-time costs of $876,000 during
     the prior year quarter. These costs were associated with the merger between
     Pen Interconnect, Inc. and the Automatic Answer.

     Net  earnings  (loss) and earnings  (loss) per share.  The net loss for the
     first fiscal quarter ended December 31, 2002 totaled ($183,489) or ($0.002)
     per share,  as compared  to the net loss of  ($1,013,881)  or ($0.015)  per
     share for the prior year quarter.

     Liquidity and Capital Resources

     The Company had negative working capital at December 31, 2002 of $3,416,561
     compared to negative  working  capital of  $3,255,667 at September 30, 2002
     for a decrease  in working  capital of nearly  $161,000  during the current
     quarter.  This decrease reflects  primarily the $183,000 net loss sustained
     during the current quarter.

     With the declining market demand for the Company's  existing product lines,
     and until the  Company's  PSTN and IP  network  based  products  gain wider
     market  acceptance,  the Company will  continue to focus on further cost of
     sales  improvements and operating expense reductions as a means of limiting
     the anticipated  negative cash flow over the next several quarters.  At the
     same time,  the  Company  will  continue  its  search  for a strong  merger
     partner.

     Inflation and Seasonality

     The Company does not believe that it is significantly impacted by inflation
     or seasonally.

     Going Concern

     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming  that the Company will continue as a going  concern.  As discussed
     above,  the  Company  has a working  capital  deficit of  $3,416,561  as at
     December 31, 2002 and has suffered  recurring  losses from operations which
     raise  substantial  doubt about its ability to continue as a going concern.
     The consolidated  financial  statements do not include any adjustments that
     might result from the outcome of this uncertainty.


                         Item 3 Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     Within the 90 days prior to December 31, 2002,  the Company  carried out an
     evaluation  of  the  effectiveness  of  the  design  and  operation  of its
     disclosure  controls and  procedures  pursuant to Exchange Act Rule 13a-14.
     This evaluation was done under the  supervision and with the  participation
     of the Company's  President and Chief  Financial  Officer.  Based upon that
     evaluation,  they  concluded  that the  Company's  disclosure  controls and


                                       10
<PAGE>

     procedures are effective in gathering, analyzing and disclosing information
     needed to satisfy the Company's  disclosure  obligations under the Exchange
     Act.

     Changes in Internal Controls

     There were no significant  changes in the Company's internal controls or in
     its factors that could  significantly  affect those controls since the most
     recent evaluation of such controls.


                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.

            None

Item 2.  Changes in the Securities and Use of Proceeds.

            None

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

         None during the quarter.

Item 5.  Other Information.   None

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

         A.       Exhibits

            Exhibit 99(a)
                       Certificates of Chief Executive Filed herein Officer and
               Chief Financial Officer pursuant to Title 18, United States Code,
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

b. Reports on Form 8-K

                      None.


                                       11

<PAGE>



                                   Signatures


In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


      Date:   February 16, 2003           THE AMANDA COMPANY, INC.


                                        By: /s/ Brian Bonar
                                        Brian Bonar
                                        Chairman of the Board, Acting
                                          Chief Executive Officer

     In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:


/s/ David Woo
David Woo              Director                           February 18, 2003

/s/Brian Bonar
Brian Bonar            Chairman of the Board              February 18, 2003
                       Acting Chief Executive officer

/s/ Steve Fryer
Steve Fryer            Director                           February 18, 2003

/s/ E.Timothy Morgan
E. Timothy Morgan      Director                           February 18, 2003



                                  CERTIFICATION

                             PURSUANT TO SECTION 302


I, Brian Bonar, certify that:

1. I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  THE  AMANDA
COMPANY, 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;


                                       12
<PAGE>


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 we 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 function):

     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:  February 18, 2003

 /s/    Brian Bonar
--------------------------------------------
Brian Bonar
Chief Executive Officer


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<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302

I, James J. Jungwirth, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of The Amanda  Company,
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 we 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 function):

     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:  February 18, 2003

 /s/    James J. Jungwirth
-------------------------------------------
James J. Jungwirth
Chief Financial Officer



                                       14
<PAGE>


Index to Exhibits

Exhibit No.                Description

Exhibit 99(a)     Certificates of Chief Executive        Filed herein
                  Officer and Chief Financial Officer
                  pursuant to Title 18, United States
                  Code, Section 1350, as adopted
                  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002


                                       15
<PAGE>


                                                                   Exhibit 99(a)



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


In  connection  with the  Quarterly  Report of The  Amanda  Company,  Inc.  (the
"Company")  on Form 10-QSB for the period ended  December 31, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  we,
Brian Bonar,  Chief  Executive  Officer of the Company,  and James J. Jungwirth,
Chief Financial  Officer,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

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

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and result of operations of the Company.



                           /s/ Brian Bonar
                           Brian Bonar
                           Chief Executive Officer
                           Principal Executive Officer
                           February 18, 2003


                           /s/ James J. Jungwirth
                           James J. Jungwirth
                           Chief Financial Officer
                           Principal Financial and Accounting Officer
                           February 18, 2003


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