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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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 EXCHANGE ACT
|- |  | ----------------------------------------------------------------



For the transition period from
 to



Commission File Number: 0-4036



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Kreisler
Manufacturing Corporation

(Exact name of small business issuer as specified in its charter)



|Delaware                        |  | 22-1044792         
|------------------------------- |  | -------------------
|(State of other jurisdiction of |  | (I.R.S. employer   
|incorporation or organization)  |  | Identification No.)



5960
Central Avenue, Suite H., St. Petersburg, Florida 33707

(Address of principal executive offices)



(727) 347-1144

(Issuers telephone number)



Not Applicable

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



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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.  x  Yes ̈No



The number of shares outstanding of issuers Common
Stock, par value $.125 per share, as of December 31,2002 was 1,794,147 shares.



Transitional small business disclosure format (check one):  Yes ̈No  x



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Kreisler
Manufacturing Corporation and Subsidiaries

Table of Contents



|       
|-------
|PART I 
|       
|Item 1 
|       
|       
|       
|       
|       
|       
|       
|       
|       
|Item 2 
|       
|PART II
|       
|Item 1 
|       
|Item 2 
|       
|Item 3 
|       
|Item 4 
|       
|Item 5 
|       
|Item 6 



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##### Table of Contents



PART I FINANCIAL
INFORMATION

Item 1 Financial Statements



Kreisler Manufacturing Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                      |  | (Unaudited)                   |            | (Audited)         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | ------------------
|                                                                                                                                                                      |  | Second Quarter Ended 12/31/02 |            | Year Ended 6/30/02
|Assets                                                                                                                                                                |  |                               |            |                   
|Cash and cash equivalents                                                                                                                                             |  | $                             | 5,757,880  |                   
|Accounts receivabletrade net: (Allowance $80,000 and $10,000 on December 31, 2002
and June 30, 2002 respectively.)                                                   |  |                               | 1,407,201  |                   
|Inventories                                                                                                                                                           |  |                               |            |                   
|Raw Materials                                                                                                                                                         |  |                               | 1,584,877  |                   
|Work in Process                                                                                                                                                       |  |                               | 710,307    |                   
|Finished Goods                                                                                                                                                        |  |                               | 248,210    |                   
|                                                                                                                                                                      |  |                               |            |                   
|                                                                                                                                                                      |  |                               | 2,543,394  |                   
|                                                                                                                                                                     
|Deferred tax asset                                                                                                                                                    |  |                               | 197,500    |                   
|Insurance recoveries                                                                                                                                                  |  |                               | 160,000    |                   
|Prepaid taxes                                                                                                                                                         |  |                               | 347,900    |                   
|Other current assets                                                                                                                                                  |  |                               | 212,017    |                   
|                                                                                                                                                                      |  |                               |            |                   
|Total current assets                                                                                                                                                  |  |                               | 10,625,892 |                   
|Property, plant & equip., at cost, less accumulated depreciation of $3,766,537 for
December 31, 2002 and $3,571,737 for June 30, 2002                                 |  |                               | 1,240,627  |                   
|Other assets:                                                                                                                                                         |  |                               |            |                   
|Deferred tax asset                                                                                                                                                    |  |                               | 244,500    |                   
|                                                                                                                                                                      |  |                               |            |                   
|Total other assets                                                                                                                                                    |  |                               | 244,500    |                   
|                                                                                                                                                                      |  |                               |            |                   
|                                                                                                                                                                      |  | $                             | 12,111,019 |                   
|                                                                                                                                                                      |  |                               |            |                   
|Liabilities and Stockholders Equity                                                                                                                                  |  |                               |            |                   
|Liabilities                                                                                                                                                           |  |                               |            |                   
|Accounts payabletrade                                                                                                                                                |  | $                             | 153,672    |                   
|Accrued expenses                                                                                                                                                      |  |                               | 286,211    |                   
|Accrued environmental cost                                                                                                                                            |  |                               | 568,067    |                   
|                                                                                                                                                                      |  |                               |            |                   
|Total current liabilities                                                                                                                                             |  |                               | 1,007,950  |                   
|                                                                                                                                                                     
|Accrued environmental cost                                                                                                                                            |  |                               | 532,000    |                   
|                                                                                                                                                                      |  |                               |            |                   
|                                                                                                                                                                      |  |                               | 1,539,950  |                   
|                                                                                                                                                                     
|Stockholders Equity                                                                                                                                                  |  |                               |            |                   
|Common Stock, $.125 par value3,000,000 shares authorized ; 1,794,147 and
1,992,547 shares issued and outstanding on December 31, 2002 and June 30, 2002 respectively |  |                               | 224,269    |                   
|Additional paid-in capital                                                                                                                                            |  |                               | 538,179    |                   
|Retained earnings                                                                                                                                                     |  |                               | 9,808,621  |                   
|                                                                                                                                                                      |  |                               |            |                   
|Total Stockholders Equity                                                                                                                                            |  |                               | 10,571,069 |                   
|                                                                                                                                                                      |  |                               |            |                   
|                                                                                                                                                                      |  | $                             | 12,111,019 |                   
|                                                                                                                                                                      |  |                               |            |                   



See the accompanying
notes.



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Kreisler
Manufacturing Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|Three Months Ended December 31                     |  | 2002 |           |   | 2001
|-------------------------------------------------- |  | ---- | --------- | - | ----
|                                                  
|Revenues                                           |  | $    | 3,259,558 |   |     
|                                                   |  |      |           |   |     
|                                                  
|Cost of goods sold                                 |  |      | 3,468,740 |   |     
|Provision for environmental remediationrecoveries |  |      | (160,000  | ) |     
|Selling, general and administrative expenses       |  |      | 235,078   |   |     
|                                                   |  |      |           |   |     
|                                                   |  |      | 3,543,818 |   |     
|                                                   |  |      |           |   |     
|(Loss) income from operations                      |  |      | (284,260  | ) |     
|                                                  
|Other income:                                      |  |      |           |   |     
|Interest income                                    |  |      | 27,675    |   |     
|                                                   |  |      |           |   |     
|(Loss) income before income taxes                  |  |      | (256,585  | ) |     
|                                                  
|Income tax expense                                 |  |      | (94,257   | ) |     
|                                                   |  |      |           |   |     
|Net (loss) income                                  |  | $    | (162,328  | ) |     
|                                                   |  |      |           |   |     
|Earnings per share:                                |  |      |           |   |     
|Net (loss) incomebasic shares                     |  | $    | (.09      | ) |     
|Net (loss) incomediluted shares                   |  | $    | (.09      | ) |     
|                                                  
|Six Months Ended December 31                       |  | 2002 |           |   | 2001
|                                                  
|Revenues                                           |  | $    | 7,003,181 |   |     
|                                                   |  |      |           |   |     
|                                                  
|Cost of goods sold                                 |  |      | 6,664,020 |   |     
|Provision for environmental remediationrecoveries |  |      | (160,000  | ) |     
|Selling, general and administrative expenses       |  |      | 412,957   |   |     
|                                                   |  |      |           |   |     
|                                                   |  |      | 6,916,977 |   |     
|                                                   |  |      |           |   |     
|Income from operations                             |  |      | 86,203    |   |     
|                                                  
|Other income :                                     |  |      |           |   |     
|Interest income                                    |  |      | 49,592    |   |     
|                                                   |  |      |           |   |     
|Income before income taxes                         |  |      | 135,795   |   |     
|                                                  
|Income tax expense                                 |  |      | 50,923    |   |     
|                                                   |  |      |           |   |     
|Net income                                         |  | $    | 84,872    |   |     
|                                                   |  |      |           |   |     
|Income per share:                                  |  |      |           |   |     
|Net incomebasic shares                            |  | $    | .04       |   |     
|Net incomediluted shares                          |  | $    | .04       |   |     



See the accompanying
notes.



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Kreisler
Manufacturing Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|Six Months Ended December 31                                                  |  | 2002 |            |   | 2001 |  
|----------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                                             
|Cash flows from Operating activities:                                         |  |      |            |   |      |  
|Net income                                                                    |  | $    | 84,872     |   |      | $
|Adjustments to reconcile net income to cash provided by operating activities: |  |      |            |   |      |  
|Depreciation and amortization                                                 |  |      | 194,800    |   |      |  
|(Increase) decrease in operating assets:                                      |  |      |            |   |      |  
|Accounts receivabletrade                                                     |  |      | 990,341    |   |      |  
|Inventories                                                                   |  |      | 80,422     |   |      |  
|Deferred tax benefit                                                          |  |      | 103,000    |   |      |  
|Insurance recoveries                                                          |  |      | 83,000     |   |      |  
|Other current assets                                                          |  |      | (96,574    | ) |      |  
|Increase (decrease) in operating liabilities:                                 |  |      |            |   |      |  
|Accounts payabletrade                                                        |  |      | (55,997    | ) |      |  
|Accrued expenses                                                              |  |      | (538,166   | ) |      |  
|Accrued environmental costs                                                   |  |      | (242,966   | ) |      |  
|                                                                              |  |      |            |   |      |  
|Net cash provided by operating activities                                     |  |      | 602,732    |   |      |  
|                                                                             
|Cash Flows from Investing Activities:                                         |  |      |            |   |      |  
|Purchase of property and equipment                                            |  |      | (72,274    | ) |      |  
|                                                                              |  |      |            |   |      |  
|Net cash (used) by investing activities                                       |  |      | (72,274    | ) |      |  
|                                                                             
|Cash Flows from Financing Activities:                                         |  |      |            |   |      |  
|Exercised stock options                                                       |  |      |           |   |      |  
|Purchase of Treasury Stock                                                    |  |      | (1,137,800 | ) |      |  
|                                                                              |  |      |            |   |      |  
|Cash (used) provided by financing activities                                  |  |      | (1,137,800 | ) |      |  
|                                                                             
|(decrease) Increase in cash and cash equivalents                              |  |      | (607,342   | ) |      |  
|Cash and cash equivalents at beginning of year                                |  |      | 6,365,222  |   |      |  
|                                                                              |  |      |            |   |      |  
|Cash and cash equivalents at December 31                                      |  | $    | 5,757,880  |   |      | $
|                                                                              |  |      |            |   |      |  



See the accompanying notes.



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Kreisler
Manufacturing Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Principles of Consolidation



The financial statements include the accounts of the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the financial statements. Actual results could differ from those estimates. In the opinion of management all adjustments necessary for a fair presentation of such financial statements have been included. Interim results are not
necessarily indicative of results for a full year.



The financial
statements and notes are presented as required by SEC Rule S-B, and do not contain certain information included in the Companys annual financial statements and notes. Accordingly, these statements should be read in conjunction with the
consolidated financial statements and notes thereto appearing in the Annual Report of the Company for the fiscal year ended June 30, 2002.



2. Inventories



On June 30thand December 31st, the Company performs a physical inventory and adjusts the inventory balance to that of the count. On other interim reporting periods, the inventory
is adjusted based on managements estimation of material usage which has not historically resulted in material variances. Material usage is based on historical cost. Any change in physical inventory compared with that based on cost of goods
sold could materially increase or decrease profits of the Company. A physical inventory was completed for the period ended December 31, 2002 and adjustments were recorded to increase cost of goods sold in the amount of $154,000 for the six month
period ending December 31, 2002.



3. Contingencies



Certain federal and state laws authorize the United States Environmental
Protection Agency (EPA) to Issue orders and bring enforcement actions to compel responsible parties to take investigative and remedial actions at any site that is determined to present an imminent and substantial danger to the public or the
environment because on an actual or threatened release of one or more hazardous substances. These statutory provisions impose joint and several responsibility without regard to fault on all responsible parties, including the generators of the
hazardous substances, for certain investigative and remedial costs at sites where these substances are or were produced or handled which contain constituents classified hazardous. The Company generally provides for the disposal or processing of such
substances through licensed, independent contractors.



In July
1999 the Company became aware of historical releases of hazardous substances at its leased facility located at 180 Van Riper Avenue, Elmwood Park, New Jersey (Facility). The Company promptly notified the New Jersey Department of Environmental
Protection (Department) as required by the New Jersey Spill Compensation and Control Act (Spill Act), N.J.S.A. 58:10-23.11, and retained the services of environmental remediation consultants to perform a full site characterization in accordance with
the Departments Technical Requirements for Site Remediation, N.J.A.C. 7:26E-1.1. The site characterization has been completed and an agreement has been reached with the remaining cost for remediation of $1.47 million, to be incurred of the
next five years. Environmental remediation is slightly behind schedule as approvals have taken longer than anticipated. No additional contingencies have been identified to negatively impact the estimated cost of remediation.



The Company has notified its liability insurance carriers which issued
liability policies to the Company during the period from 1959 to 1985 and has received $2.86 million from three insurance carriers. This quarters results include a one time amount of $160,000 in recoveries.





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Kreisler Manufacturing Corporation and Subsidiaries

MANAGEMENTS DISCUSSION AND ANALYSIS

FOR THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002



Forward Looking Statements



Certain oral statements made by management of the company from
time to time and certain statements contained herein or in periodic reports filed by the company with the Securities and Exchange Commission are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to results of operations and the business of the Company. All such statements, other than statements of historical facts, including those regarding market trends, the
Companys financial position and results of operations, business strategy, projected costs, and plans and objectives of management for future operations, are forward-looking statements. In general, such statements are identified by the use of
forward-looking words or phrases including, but not limited to, intended, will, should, may, believes, expects, expected, anticipates, and
anticipated or the negative thereof or variations thereon or similar terminology. These forward-looking statements are based on the companys current expectations. Although the company believes that the expectations reflected in
such forward looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These forward-looking statements represent the companys current judgment. The company disclaims any intent or obligation
to update its forward-looking statements. Because forward-looking statements involve risks and uncertainties, the companys actual results could differ materially from those set forth in or underlying the forward-looking statements.



Description of Business



Kreisler Manufacturing Corporation (the Company) is a Delaware business
corporation which was incorporated on December 13, 1968 which succeeded a New Jersey business corporation which was incorporated in New Jersey in 1940, which succeeded a New York corporation which was incorporated in 1930. The Company and its
wholly-owned subsidiary, Kreisler Industrial Corporation which was incorporated in New Jersey on July 3, 1956, manufactures precision metal components and assemblies at Elmwood Park, New Jersey for use in military and commercial aircraft engines and
industrial gas turbines. These products include tube assemblies of multiple sizes and configurations, vane inserts, fuel rings and baffles.



The Company markets its products to the commercial aircraft, military aircraft and industrial gas turbine industries. The continuing
economic downturn has materially affected the commercial aviation and industrial gas turbine markets. These weak markets have had a negative impact on the Companys sales and profitability. For the quarter ended December 31, 2002 sales of the
Companys products to the commercial aircraft industry declined $2,077,000, or 38%, compared to sales for the quarter ended December 31, 2001. It is impossible to predict when the commercial and industrial gas turbine industries



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will recover. A continued
downturn in these markets could have a material adverse effect on the Companys revenues and net income for future reporting periods.



In the future the Companys strategy is to expand its sales to the industrial gas turbine market. While the Company will
continue to strengthen its core competencies in aerospace it will make a concentrated and accelerated effort towards improving technology and people skills for rapid growth in the industrial gas turbine market. In most respects the industrial gas
turbine products are compatible in manufacturing flow with the Companys other products. Under present market conditions with a competitive and cost conscious market it is essential that the Company evaluate and identify areas of improvement
where significant gains can be made in productivity, effectiveness and profitability.



Results of Operations



Revenues decreased from approximately $5,407,000 for the quarter ended December 31, 2001 to approximately $3,260,000 for the quarter ended December 31, 2002. The revenue decline of $2,147,000 or 40% reflects a decreased
demand for commercial aircraft engines and industrial gas turbines. For the quarter ended December 31, 2002, sale of products for commercial aircraft engines, military aircraft engines, industrial gas turbine engines and commercial airframes
accounted for 42%, 35%, 20%and 3% of revenues respectively.



Cost of goods sold declined from approximately $4,549,000 for the quarter ended December 31, 2001 to approximately $3,469,000 for the quarter ended December 31, 2002. The decline of $1,080,000 or 24% was primarily due to declines in
purchases, direct labor, factory supplies, offset by rent increases of approximately $36,000.



For the quarter ended December 31, 2002 selling, general and administrative expenses remained approximately the same compared to December 31, 2001.



The loss from operations for the quarter ended December 31,
2002 was approximately $284,000 compared to income from operations of approximately $626,000 and for the quarter ended December 31, 2001. The decrease was approximately $910,000 or 145% was a result of a 40% revenue decrease and a cost of sales
decrease of 24%. Management believes an additional 13% reduction in expenses would be detrimental to the Company operations.



Other Income declined from approximately $50,000 for the quarter ended December 31, 2001 to approximately $28,000 for the quarter ended December 31, 2002.
The $22,000 or 40% decline, is a result in reduction in interest income as a result of lower interest rates.



Loss before taxes for the quarter ending December 31, 2002 was approximately $257,000 compared to income before taxes of approximately $676,000 for the
quarter ended December 31, 2001. The decrease is approximately $933,000 or 138%.



Income tax benefit for the quarter ended December 31, 2002 was approximately $94,000 as compared to income tax provision of approximately $258,000 for the quarter ended December 31, 2001. The decrease is approximately $352,000 or
136% compared to the same period in the prior year.



The lower
revenue resulted in a decrease in net income from approximately $418,000 for the quarter ended December 31, 2001 to a net loss of approximately $162,000 for the quarter ended December 31, 2002. The difference is approximately $580,000 or 139%.



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Basic and diluted loss per
share for the second quarter ended December 31,2002 was ($.09) compared to basic earnings per share of $.21 and diluted earnings per share of $.20 for the same period in the prior year.



Current backlog as of December 31, 2002 is approximately $14.0 million compared to approximately $18.0 million at June 30,
2002. The backlog decreased $4.0 million or 22% as a result lower demands in the aerospace industry.



Cash and cash equivalents decreased from approximately $6,365,000 at June 30, 2002 to approximately $5,758,000 at December 31, 2002. The decrease of approximately $607,000 or 10% is due to the payment
of $1,137,000 to repurchase Company stock and $275,000 in environmental remediation payments offset by $243,000 of insurance recoveries received and a decrease in the collection time of accounts receivable.



Stockholder equity on basic shares at December 31, 2002 is $5.92 per share on
book value compared to $5.83 on June 30, 2002 or an increase of 2%.



Critical Accounting Policies



The more critical accounting and reporting policies include the Companys accounting for reserves for environmental remediation and inventory valuation. In particular, the accounting for these areas requires significant
judgments to be made by management. Different assumptions in the application of these policies could result in material changes in the Companys consolidated financial position or consolidated results in operations. Refer to Note 1 in the
Notes to Consolidated Financial Statements in the Companys Annual Report on Form 10-KSB on file with the Securities and Exchange Commission for details regarding all of the Companys critical and significant accounting
policies.



Controls and Procedures



Quarterly evaluation of the Companys Disclosure
Controls and Internal Controls. Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures
(Disclosure Controls). This evaluation (Controls Evaluation) was done under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO).



Limitations on the
Effectiveness of Controls. The Companys management, including the CEO and CFO, does not expect that its Disclosure Controls or/and its internal controls and procedures for financial reporting (Internal
Controls ) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are constraints on financial resources, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; and over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.



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Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Conclusions. Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the
Disclosure Controls are effective to timely alert management to material information relating to the Company during the period when its periodic reports are being prepared.



In accord with SEC requirements, the CEO and CFO note that, since the date of the Controls Evaluation to the
date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material
weaknesses.





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PART II OTHER INFORMATION



Item 1 Legal Proceedings



None



Item 2 Changes in Securities



None



Item 3 Defaults Upon Senior Securities



None



Item 4 Submission of Matter to a Vote of Security Holders



None



Item 5 Other Information



None



Item 6 Exhibits and Reports on Form 8K



(a) Part I Exhibits



11. Statement re: computation of per share earnings



99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b) Reports on 8K



No reports on form 8K were filed during
the last period covered by this report.





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SIGNATURE



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



KREISLER MANUFACTURING CORPORATION (Registrant)By

/s/    Edward L.
SternEdward L. Stern President, Treasurer




February 14, 2003





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CERTIFICATIONS



I, Edward L. Stern, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Kreisler Manufacturing Corporation
| | -- |  | ----------------------------------------------------------------------------------------



| | 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. |  | I am responsible for establishing and maintaining disclosure controls and procedures (as define in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I
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. |  | 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):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and 6. I
have indicated in this quarterly report whether 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 14, 2003



By:

/s/    Edward L. SternChief Executive Officer, President, Chief Financial Officer




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