UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 September 30, 2002

         Transition Report Under Section 13 or 15(d) of the Securities  Exchange
------   Act of 1934


                  For the transition period from ______________ to _____________

--------------------------------------------------------------------------------


                        Commission File Number: 000-21627
                                                ---------

                 Safe Alternatives Corporation of America, Inc.
        (Exact name of small business issuer as specified in its charter)

        Florida                                                 06-1413994
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                 440 Main Street, Ridgefield, Connecticut 06877
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (203) 438-4918
                                 --------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 21, 2002: 165,853,058

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

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

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

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         14

  Item 3   Controls and Procedures                                           16


Part II - Other Information

  Item 1   Legal Proceedings                                                 16

  Item 2   Changes in Securities                                             16

  Item 3   Defaults Upon Senior Securities                                   17

  Item 4   Submission of Matters to a Vote of Security Holders               17

  Item 5   Other Information                                                 18

  Item 6   Exhibits and Reports on Form 8-K                                  18


Signatures                                                                   19


Certifications pursuant to Sarbanes Oxley Act of 2002                        20













                                                                               2

<PAGE>

Item 1 - Part 1 - Financial Statements

                 Safe Alternatives Corporation of America, Inc.
                                  Balance Sheet
                               September 30, 2002

                                   (Unaudited)

                                                                  September 30,
                                                                        2002
                                                                  -------------

                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                       $        --
                                                                  -------------
     Total current assets                                                  --
                                                                  -------------

TOTAL ASSETS                                                      $        --
                                                                  =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
   Accounts payable - trade                                       $      14,106
   Accrued interest payable                                               6,841
                                                                  -------------

     Total current liabilities                                           20,947
                                                                  -------------


Commitments and contingencies


Convertible notes payable                                                25,000
                                                                  -------------


Stockholders' Equity (Deficit)
   Common stock - $0.0001 par value
     175,000,000 shares authorized
     165,853,058 shares issued and outstanding                            8,113
   Additional paid-in capital                                        22,786,941
   Accumulated deficit                                              (22,843,160)
                                                                  -------------
                                                                        (48,106)
   Subscriptions issuable                                                 2,160
   Treasury stock - at cost (11,682 shares)                                  (1)
                                                                  -------------

     Total stockholders' equity (deficit)                               (45,947)
                                                                  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $        --
                                                                  =============


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                   Statements of Operations and Comprehensive
          Loss Nine and Three months ended September 30, 2002 and 2001

                                   (Unaudited)

                                               Nine months      Nine months      Three months     Three months
                                                  ended            ended            ended            ended
                                              September 30,    September 30,    September 30,    September 30,
                                                    2001             2000             2001             2000
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
Revenues - net                                $        --      $        --      $        --      $        --
Cost of Sales                                          --               --               --               --
                                              -------------    -------------    -------------    -------------

Gross Profit                                           --               --               --               --
                                              -------------    -------------    -------------    -------------

Operating Expenses
   Selling, general and
     administrative expenses                         (1,601)            --               --               --
   Interest expense                                  10,577           88,308            1,875           29,436
   Compensation expense related to
     common stock issuances at less
     than "fair value"                            4,920,923             --            904,200             --
   Cost of converting outstanding
     warrant to common stock                             80             --                 80             --
   Depreciation and amortization                       --               --               --               --
                                              -------------    -------------    -------------    -------------
     Total operating expenses                     4,929,979          (88,308)         906,155           29,436
                                              -------------    -------------    -------------    -------------

Loss from continuing operations
   before provision for income taxes             (4,929,979)         (88,308)        (906,155)         (29,436)

Income tax benefit (expense)                           --               --               --               --
                                              -------------    -------------    -------------    -------------

Loss before discontinued operations              (4,929,979)         (88,308)        (906,155)         (29,436)

Discontinued operations,
   net of income taxes
   Loss from discontinued operations,
     net of income taxes of $-0- and
     $-0-, respectively                             (14,430)         (18,531)            --             (4,255)
   Forgiveness of trade accounts payable,
     net of income taxes of $-0- and
     $-0-, respectively                               9,591             --               --               --
   Loss on disposition, net of income taxes
     of $-0- and $-0-, respectively                 (24,195)            --            (24,195)            --
                                              -------------    -------------    -------------    -------------
   Loss from discontinued operations                (29,034)         (18,531)         (24,195)          (4,255)
                                              -------------    -------------    -------------    -------------

Net Loss                                         (4,959,013)        (106,839)        (930,350)         (33,691)
Other comprehensive income                             --               --               --               --
                                              -------------    -------------    -------------    -------------

Comprehensive Loss                            $  (4,959,013)   $    (106,839)   $    (930,350)   $     (33,691)
                                              =============    =============    =============    =============
</TABLE>

                                  - Continued -

The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                   Statements of Operations and Comprehensive
          Loss Nine and Three months ended September 30, 2002 and 2001

                                   (Unaudited)

                                         Nine months      Nine months     Three months    Three months
                                            ended            ended           ended           ended
                                        September 30,    September 30,   September 30,   September 30,
                                              2001             2000            2001             2000
                                        -------------    -------------   -------------    -------------
<S>                                     <C>              <C>             <C>              <C>

Loss before discontinued operations        (4,929,979)         (88,308)       (906,155)         (29,436)

Loss from discontinued operations             (29,034)         (18,531)        (24,195)          (4,255)
                                        -------------    -------------   -------------    -------------

Comprehensive Loss                      $  (4,959,013)   $    (106,839)  $    (930,350)   $     (33,691)
                                        =============    =============   =============    =============

Netloss per weighted-average
   share of common stock outstanding,
   calculated on Net Loss -
   basic and fully diluted
     From continuing operations         $       (0.05)             nil         $(0,01)              nil
     From discontinued operations                0.00              nil            0.00              nil
                                        -------------    -------------   -------------    -------------
       Total                            $       (0.05)             nil   $       (0.01)             nil
                                        =============    =============   =============    =============

Weighted-average number of
   shares of common stock
   outstanding                            109,239,980       54,580,960     160,981,561       54,580,960
                                        =============    =============   =============    =============
</TABLE>

















The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                               5

<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                            Statements of Cash Flows
                  Nine months ended September 30, 2002 and 2001

                                   (Unaudited)

                                                                 Nine months      Nine months
                                                                    ended            ended
                                                                September 30,    September 30,
                                                                      2002             2001
                                                                -------------    -------------
<S>                                                             <C>              <C>
Cash Flows from Operating Activities
   Net loss for the period                                      $  (4,959,013)   $    (106,839)
   Adjustments to reconcile net loss to net cash
     provided by operating activities
       Depreciation                                                     3,791            5,687
       Compensation expense related to common
         stock issuances at less than "fair value"                  4,920,923             --
       Cost of converting outstanding warrant to common stock              80             --
       Loss on disposition of discontinued operations                  24,195             --
       Forgiveness of trade accounts payable                           (9,591)            --
       (Increase) Decrease in
         Current assets of discontinued operations                        638            7,486
       Increase (Decrease) in
         Current liabilities of discontinued operations                 7,203           56,200
         Accrued interest payable                                      10,577           30,443
                                                                -------------    -------------
Net cash used in operating activities                                  (1,197)          (7,023)
                                                                -------------    -------------


Cash Flows from Investing Activities                                     --               --
                                                                -------------    -------------


Cash Flows from Financing Activities                                     --               --
                                                                -------------    -------------

Increase (Decrease) in Cash                                            (1,197)          (7,023)

Cash at beginning of period                                             1,197            7,238
                                                                -------------    -------------

Cash at end of period                                           $        --      $         215
                                                                =============    =============

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period                               $        --      $        --
                                                                =============    =============
     Income taxes paid for the period                           $        --      $        --
                                                                =============    =============

Supplemental Disclosure of Non-cash
   investing and financing activities
     Common stock issued for retirement of debt                 $     651,500    $        --
                                                                =============    =============
     Common stock issued in payment of accrued interest         $     157,273    $        --
                                                                =============    =============
     Common stock issued in payment of accounts payable         $      46,501    $        --
                                                                =============    =============
</TABLE>


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                               6

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

Safe Alternatives  Corporation of America, Inc. (Company) was organized in 1976,
under  the name  Knight  Airlines,  Inc.,  to  engage  in the  commuter  airline
business.  In October 1978, the Company engaged in an initial public offering of
its Common Stock in Florida,  pursuant to an exemption from  registration  under
Regulation A  promulgated  under the  Securities  Act of 1933,  as amended.  The
Company  operated as a commuter  airline from its inception  through April 1983,
when it ceased  operations  and all of the  assets of the  Company  were sold to
satisfy all outstanding  indebtedness.  From April 1983, through September 1995,
the Company  was  dormant.  In May 1994,  the name of the Company was changed to
Portsmouth Corporation.

On September 15, 1995,  pursuant to the terms of an Asset Purchase Agreement and
Plan of  Reorganization  dated as of August 21, 1995 (the  "Agreement")  between
Safe  Alternatives   Corporation  of  America,   Inc.,  a  Delaware  corporation
("SAC-Delaware")  and the  Company,  the Company  purchased  the  business  (the
"Business"),  including,  without limitation, all of the assets of SAC-Delaware,
and assumed all of the liabilities of SAC- Delaware (the "Reorganization"),  and
commenced operations. Prior to the Reorganization, the Company had no meaningful
operations.  On March 4, 1996, the Company changed its name to Safe Alternatives
Corporation of America, Inc. (a Florida corporation).


Note B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2001.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2002.


                                                                               7

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note C - Going Concern Uncertainty

On September 17, 2002,  the Board of Directors of the Company agreed to sell, as
of June 30, 2002, of all of the Company's assets to Environmental  Alternatives,
Inc.  ("EAI"),  a privately  held  Vermont  corporation,  in exchange  for EAI's
assumption  of and  agreement to indemnify  and hold the Company  harmless  from
paying any and all claims, causes of action, or other liabilities, including but
not limited to interest,  costs,  expenses,  disbursements  and attorneys' fees,
that  could,  may or does  attach to the Company as of June 30, 2002 as a result
of,  or is in  any  way  related  to any of  the  Company's  obligations  to its
creditors  and all adverse  judgments  entered  against  the Company  except any
obligations to the following:  (A) Continental Stock Transfer and Trust Company,
the Company's  independent  stock  transfer  agent;  (B) Green Holman,  Frenia &
Company,  L.L.P., the Company's former independent  auditors;  (C) Arab Commerce
Bank, a holder of a 6% Convertible Note; and (D) any settlement amounts due upon
the completion of a merger or other combination  between the Company and another
company.  Except as  provided  above,  the  agreement  to assume  the  Company's
liabilities and to indemnify and hold the Company  harmless from paying the same
is unlimited as to amount or as to time.  A copy of the  Agreement  was filed by
the Company as an exhibit in a Current  Report on Form 8-K as of  September  17,
2002.

EAI is owned by Mr. Kenneth  Hodgdon,  an employee who was  responsible  for the
Company's  daily  operations.  The  Company  was in the  business  of  marketing
AmeriStripTM,  a paint stripper, and assembling and marketing NaturalCoolTM,  an
air  circulation  system.  The assets  purchased  include the  AmeriStripTM  and
NaturalCoolTM patents, the formula for a water-based foam product, furniture and
fixtures,  equipment,  leasehold  improvements,  accounts  receivable,  works in
progress,  and the Company's name. The  liabilities  assumed include but are not
limited to accounts payable and a judgment.  Shareholders  holding a majority of
the Company's common stock approved the Agreement by written action in lieu of a
shareholder's meeting.

Accordingly,  as of July 1, 2002,  the Company has no assets or  operations  and
intends to seek a suitable  business  combination  transaction  through either a
purchase or merger.  The  Company's  continued  existence is dependent  upon its
ability to generate  sufficient  cash flows from operations to support its daily
operations  as  well  as  provide   sufficient   resources  to  retire  existing
liabilities and obligations on a timely basis.

The Company  anticipates  issuing  additional  equity securities to facilitate a
business  combination  transaction  with another  entity.  However,  there is no
assurance that the Company will be able to consummate such a transaction or that
such transaction,  if available, will be done on terms favorable to the existing
shareholders or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.


                                                                               8

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note C- Going Concern Uncertainty - Continued

The Company has no assets,  several liabilities and no operations,  our auditors
have  issued a review  report on the  accompanying  financial  statements  which
includes a statement  describing our going concern  status.  This means,  in our
auditor's  opinion,  substantial  doubt about our ability to continue as a going
concern exists at the date of their opinion.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note D - Discontinued Operations

As  discussed  in Note C, the  Company  disposed  of all  operating  activities,
effective of July 1, 2002, on September 17, 2002.

The results of the Company's operations for the respective periods presented are
reported  as a  component  of  discontinued  operations  in  the  statements  of
operations.  Additionally,  the respective  gain or loss incurred on the sale of
the  Company's  operations  are also  presented  separately  as a  component  of
discontinued operations.

Summarized results of operations for the disposed  operations for the nine month
periods ended September 30, 2002 and 2001, are as follows:

                                                  Nine months      Nine months
                                                     ended            ended
                                                 September 30,    September 30,
                                                       2002             2001
                                                 -------------    -------------

     Net sales                                   $      33,147    $      57,002
                                                 =============    =============
     Operating income (loss)                     $     (14,430)   $     (18,531)
                                                 =============    =============
     Loss from discontinued operations           $     (14,430)   $     (18,531)
                                                 =============    =============


Note E - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At September 30, 2002 and 2001, respectively, the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.


                                                                               9

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note E - Summary of Significant Accounting Policies - Continued

2.   Income Taxes
     ------------

     As of September  30, 2002 and 2001,  the deferred tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code  Section  338,  the Company may have
     limited net  operating  loss  carryforwards  available to offset  financial
     statement or tax return  taxable  income in future periods as a result of a
     Fiscal 2000 change in control involving 50 percentage points or more of the
     issued and outstanding securities of the Company.

3.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss)  by  the   weighted-average   number  of  shares  of  common   stock
     outstanding.  The  calculation of fully diluted  earnings  (loss) per share
     assumes the  dilutive  effect of the  exercise of  outstanding  options and
     warrants,  using the treasury stock method,  at either the beginning of the
     respective period presented or the date of issuance, whichever is later.

[As of September 30, 2002 and 2001, respectively, the Company has no outstanding
stock warrants,  options or convertible  securities which could be considered as
dilutive for purposes of the loss per share calculation.]


Note F - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


Note G - Convertible Notes Payable

On March 10, 1998, the Company  entered into an Agency  Agreement with Alexander
Wescott & Co., Inc. (AWC) for the offer and sale of 6% Convertible  Notes,  with
maximum gross proceeds not to exceed $1,000,000.  The notes bear interest at the
rate of six percent (6%) per annum,  payable  semi-annually in arrears,  in cash
or, at the Company's option, in shares of Common Stock of the Company. The notes
mature on the earlier of (i) the first anniversary of the initial closing of the
proposed offer (April 10, 1999), and (ii) a sale of all or substantially  all of
the Company's  assets or a merger,  acquisition  or  consolidation  in which the
Company is not the  surviving  corporation.  The notes rank  senior to all other
indebtedness of the Company now or hereafter  existing,  other than indebtedness
to banks, in terms of priority and security,  and may not be prepaid without the
holder's  consent.  The  principal  amount of each Note shall be converted  into
shares of Common Stock,  at the option of the holder,  commencing on the earlier
of (a) ninety (90) days following the filing of the Registration  Statement with
the Securities and Exchange  Commission and (b) the date the Commission declares
the Registration Statement effective.

                                                                              10

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note G - Convertible Notes Payable - Continued

The  conversion  price per share shall  equal the lower of (i)  seventy  percent
(70%) of the average  closing bid price per share of Common  Stock on the NASDAQ
for the five trading days  immediately  preceding  the  conversion  date or (ii)
twenty-five cents ($.25).

AWC received a commission of 10% plus 3% non-accountable  expense  reimbursement
on the gross proceeds raised. In addition,  AWC was issued warrants  exercisable
for  400,000  shares of Common  Stock at an  exercise  price of $0.30 per share,
expiring  June 28, 2003.  On September  30, 2002,  the Company and AWC reached a
settlement  agreement  whereby AWC agreed to cancel the  outstanding  warrant in
exchange for 800,000 shares of restricted,  unregistered shares of the Company's
common stock.

In March and April,  1998,  the  Company  issued its 6%  Convertible  Notes (the
"Notes") in the aggregate  principal  amount of $726,500 in a private  placement
under Rule 505 of Regulation D. The principal amount of the Notes, together with
unpaid  interest  thereon,  was  initially  due  and  payable,  if  not  earlier
converted, on March 3, 1999.

The  Company  has made no payments on these  notes;  has not  repurchased  these
Notes, and is in default with regard to its registration obligation.

As of December 31, 2001 two note holders with notes  totaling  $50,000  notified
the Company that they have written off the balances  owed to them by the Company
and  therefore  have  discharged  the Company from any further  liability.  As a
result  the  Company  recognized  a  $56,000  forgiveness  of debt  income as of
December 31, 2001, which includes $6,000 of accrued interest.

As of September 30, 2002,  all but one (1) holder of the  foregoing  Convertible
Notes (totaling  approximately $651,500) agreed to release all obligations under
or  as a  result  of  the  Convertible  Notes,  including  accrued  interest  of
approximately  $157,273,  in exchange for the issuance of a total of  21,303,264
shares of restricted, unregistered shares of the Company's common stock.

As of the date of this  filing,  the Company  was in default on the  outstanding
amounts  of  approximately  $25,000 in  principal  and  approximately  $6,841 in
accrued interest.


Note H - Income Taxes

The components of income tax (benefit) expense,  on continuing  operations,  for
the nine months ended September 30, 2002 and 2001, respectively, are as follows:

                                                   September 30,   September 30,
                                                         2002            2001
                                                   -------------   -------------
     Federal:
       Current                                     $        --     $        --
       Deferred                                             --              --
                                                   -------------   -------------
                                                            --              --
                                                   -------------   -------------
     State:
       Current                                              --              --
       Deferred                                             --              --
                                                   -------------   -------------
                                                            --              --
                                                   -------------   -------------
       Total                                       $        --     $        --
                                                   =============   =============


                                                                              11

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note H - Income Taxes - Continued

As of September 30, 2002, the Company has a net operating loss  carryforward  of
approximately  $9,200,000 to offset future  taxable  income.  Subject to current
regulations,  this  carryforward  will  begin to expire in 2007.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by Section 338 of the Internal Revenue Code.  Factors such
as the number of shares ultimately issued within a three year look- back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term  tax  exempt  bond  rate;  continuity  of  historical  business;   and
subsequent  income of the  Company  all enter  into the  annual  computation  of
allowable annual utilization of the carryforwards.

The  Company's  income tax expense for the nine months ended  September 30, 2002
and 2001, respectively, are as follows:


                                                  Nine months      Nine months
                                                     ended            ended
                                                 September 30,    September 30,
                                                       2002             2001
                                                 -------------    -------------
Statutory rate applied to
    income before income taxes                   $  (1,686,000)   $    (130,000)
Increase (decrease) in income
   taxes resulting from:
     State income taxes                                   --               --
     Other, including reserve for
       deferred tax asset and
       application of net operating
       loss carryforward                             1,686,000          130,000
                                                 -------------    -------------

       Income tax expense                        $        --      $        --
                                                 =============    =============

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of September 30, 2002 and 2001, respectively:

                                                 September 30,    September 30,
                                                       2002             2001
                                                 -------------    -------------
     Deferred tax assets
       Net operating loss carryforwards          $   3,100,000    $   3,100,000
       Less valuation allowance                     (3,100,000)      (3,100,000)
                                                 -------------    -------------

     Net Deferred Tax Asset                      $        --      $        --
                                                 =============    =============

During the nine months  ended  September  30, 2002 and 2001,  respectively,  the
reserve for the deferred current tax asset did not significantly change.


Note I - Common Stock Transactions

During the nine months ended September 30, 2002, the Company issued an aggregate
21,303,264  shares of restricted,  unregistered  shares of the Company's  common
stock in settlement of approximately $651,000 in face amount of 6.0% Convertible
Notes and accrued interest of approximately $157,273.

                                                                              12

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


Note I - Common Stock Transactions - Continued

During the nine months ended  September  30, 2002,  the Company  issued  448,101
shares of restricted,  unregistered  common stock to various unsecured creditors
in exchange for their release of any further  claims  related to trade  accounts
payable. These transactions were valued at approximately  $448,100,  including a
"fair value" adjustment of approximately $410,597 for shares issued at less than
the "fair value" of the shares based on the valuation  established by equivalent
transactions on equivalent dates.

Effective  September 30, 2002,  the Company issued 800,000 shares of restricted,
unregistered  common  stock in exchange  for the  retirement  of an  outstanding
warrant to  purchase up to 400,000  shares of the  Company's  common  stock at a
price of $0.30 per share, expiring June 28, 2003. This transaction was valued at
approximately  $80, which  approximates the "fair value" of the Company's common
stock on the date of the transaction.

During July 2002, in order to facilitate the Company's  merger or other business
combination  transaction  with another  company,  the Company  issued a total of
84,720,733 shares of the Company's  unregistered,  restricted common stock to be
held in escrow for the benefit of the Company's  merger or combination  partner.
No value has been  assigned  to this  issuance  pending  the  consummation  of a
business combination transaction.


Note J - Treasury Stock

Treasury stock  represents  11,682 shares (recorded at cost) being held in trust
to be used for future  issuance to  employees,  investors,  and other  potential
funding sources.  As the Company directly  benefits from the sales of the shares
in the trust, these shares have been recorded as treasury stock.





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                                                                              13

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(3)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2)  Results of Operations, Liquidity and Capital Resources

On September 17, 2002,  the Board of Directors of the Company agreed to sell, as
of June 30, 2002, of all of SACA's assets to  Environmental  Alternatives,  Inc.
("EAI"), a privately held Vermont corporation,  in exchange for EAI's assumption
of and  agreement to indemnify  and hold SACA  harmless  from paying any and all
claims,  causes of action,  or other  liabilities,  including but not limited to
interest, costs, expenses, disbursements and attorneys' fees, that could, may or
does attach to SACA as of June 30, 2002 as a result of, or is in any way related
to any of SACA's  obligations to its creditors and all adverse judgments entered
against SACA except any  obligations to the  following:  (A)  Continental  Stock
Transfer and Trust Company,  SACA's transfer agent;  (B) Green Holman,  Frenia &
Company,  L.L.P., SACA's former auditors;  (C) Arab Commerce Bank, a holder of a
SACA 6% Convertible Note; and (D) Settlement  amounts due upon the completion of
a merger  or other  combination  between  SACA and  another  company.  Except as
provided above, the agreement to assume SACA's  liabilities and to indemnify and
hold SACA harmless from paying the same is unlimited as to amount or as to time.
A copy of the  Agreement  was filed by the  Company  as an  exhibit in a Current
Report on Form 8-K as of September 17, 2002.

EAI is owned by Mr. Kenneth  Hodgdon,  an employee who was  responsible  for the
Company's  daily  operations.  The  Company  was in the  business  of  marketing
AmeriStripTM,  a paint stripper, and assembling and marketing NaturalCoolTM,  an
air  circulation  system.  The assets  purchased  include the  AmeriStripTM  and
NaturalCoolTM patents, the formula for a water-based foam product, furniture and
fixtures,  equipment,  leasehold  improvements,  accounts  receivable,  works in
progress,  and the Company's name. The  liabilities  assumed include but are not
limited to accounts payable and a judgment.  Shareholders  holding a majority of
the Company's common stock approved the Agreement by written action in lieu of a
shareholder's meeting.

Accordingly,  as of July 1, 2002,  the Company has no assets or  operations  and
intends to seek a suitable  business  combination  transaction  through either a
purchase or merger.


                                                                              14

<PAGE>

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company begins meaningful operations.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

Plan of Business
----------------

General
-------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the


                                                                              15
<PAGE>

knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
along with the Company's  Chief Financial  Officer  concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the  Company's  internal  controls or in other  factors,  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

     See Item 5 below.  As of September 30, 2002,  the Company has no open legal
     proceedings.

Item 2 - Changes in Securities

     During the nine months  ended  September  30, 2002,  the Company  issued an
     aggregate  21,303,264  shares  of  restricted,  unregistered  shares of the
     Company's  common stock in  settlement  of  approximately  $651,000 in face
     amount of 6.0%  Convertible  Notes and accrued  interest  of  approximately
     $157,273.

                                                                              16

<PAGE>

     During the nine months ended September 30, 2002, the Company issued 448,101
     shares  of  restricted,  unregistered  common  stock to  various  unsecured
     creditors in exchange for their  release of any further  claims  related to
     trade accounts  payable.  These  transactions  were valued at approximately
     $448,100, including a "fair value" adjustment of approximately $410,597 for
     shares  issued  at less than the "fair  value" of the  shares  based on the
     valuation established by equivalent transactions on equivalent dates.

     Effective  September  30,  2002,  the  Company  issued  800,000  shares  of
     restricted,  unregistered common stock in exchange for the retirement of an
     outstanding  warrant  to  purchase  up to 400,000  shares of the  Company's
     common stock at a price of $0.30 per share,  expiring  June 28, 2003.  This
     transaction was valued at approximately  $80, which  approximates the "fair
     value" of the Company's common stock on the date of the transaction.

     During July 2002,  in order to  facilitate  the  Company's  merger or other
     business combination transaction with another company, the Company issued a
     total of 84,720,733 shares of the Company's unregistered, restricted common
     stock to be held in  escrow  for the  benefit  of the  Company's  merger or
     combination  partner.  No value has been assigned to this issuance  pending
     the consummation of a business combination transaction.

     During the third quarter of 2002, the Company's Chief Executive Officer and
     a director of the  Company,  each have agreed to waive all rights to all of
     their stock options, effective upon the Company's completion of a merger or
     other business combination transaction.

Item 3 - Defaults upon Senior Securities

     In March and April,  1998, the Company issued its 6% Convertible Notes (the
     "Notes")  in the  aggregate  principal  amount  of  $726,500  in a  private
     placement  under Rule 505 of Regulation D. Interest on the Notes is payable
     semi-annually.  The  principal  amount of the Notes,  together  with unpaid
     interest thereon, is due and payable, if not earlier converted, on March 3,
     1999. The Notes are  convertible  into shares of Common Stock at the option
     of the holder at any time  following  the  earlier of (i) 90 days after the
     filing of a Registration  Statement with the U. S.  Securities and Exchange
     Commission (SEC) covering the shares to be received upon conversion or (ii)
     the  date the SEC  declares  such  registration  statement  effective.  The
     conversion  price per share is the lesser of (i) 70% of the average closing
     bid price per share of Common  Stock for the five trading days prior to the
     conversion  date or (ii)  $0.25.  Upon  conversion,  any accrued and unpaid
     interest is waived by the holder.  The Company has the option to repurchase
     the Notes from the holder prior to registration of the underlying shares at
     a premium of 10% over the purchase  price of the Notes.  The Company agreed
     to file a  Registration  Statement with the SEC not later than June 3, 1998
     and use its best efforts to have declared effective, not later than July 3,
     1998,  registering  for  resale  the  shares  that  would  be  issued  upon
     conversion  of the Notes.  The Company has made no payments on these notes;
     has not  repurchased  these  Notes,  and is in default  with  regard to its
     registration obligation.

     As of September  30, 2002,  ten (10) holders of the  foregoing  Convertible
     Notes  agreed  to  release  all  obligations  under or as a  result  of the
     Convertible  Notes  for the  issuance  of a total of  21,303,264  shares of
     restricted, unregistered shares of the Company's common stock in settlement
     of  approximately  $651,000  in face amount of 6.0%  Convertible  Notes and
     accrued interest of approximately $157,273.

     In addition,  two (2) holders of the foregoing  Convertible Notes (totaling
     $50,000) informed the Company, during the fourth quarter of 2001, that they
     have written off the obligations under the foregoing  Convertible Notes and
     are therefore have discharged the Company from any further liability.

     As of  the  date  of  this  filing,  the  Company  was  in  default  on the
     outstanding amounts of approximately $25,000 in principal and approximately
     $6,841 in accrued interest.

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

     On  September  25,  2002,  shareholders  holding over 70% of the issued and
     outstanding  shares of the  Company"s  Common  Stock  approved,  by Written
     Action In Lieu of a Special  Meeting,  the  Agreement to sell its assets in
     exchange for an  agreement  for the  assumption  of its  liabilities  (with


                                                                              17
<PAGE>

     certain  exceptions),  together with an agreement to indemnify and hold the
     Company  harmless from paying the same. The Company did not solicit proxies
     and the Board of Directors remains unchanged.

Item 5 - Other Information

     On  September  17, 2002,  the Board of  Directors of the Company  agreed to
     sell, as of June 30, 2002, of all of the Company's  assets to Environmental
     Alternatives,  Inc.  ("EAI"),  a privately  held  Vermont  corporation,  in
     exchange for EAI's  assumption  of and  agreement to indemnify and hold the
     Company harmless from paying any and all claims, causes of action, or other
     liabilities,  including  but not  limited  to  interest,  costs,  expenses,
     disbursements  and attorneys'  fees, that could,  may or does attach to the
     Company as of June 30, 2002 as a result of, or is in any way related to any
     of the Company's  obligations  to its  creditors and all adverse  judgments
     entered  against the Company except any  obligations to the following:  (A)
     Continental  Stock  Transfer and Trust Company,  the Company's  independent
     stock  transfer  agent;  (B) Green Holman,  Frenia & Company,  L.L.P.,  the
     Company's former independent auditors;  (C) Arab Commerce Bank, a holder of
     a 6%  Convertible  Note;  and (D)  any  settlement  amounts  due  upon  the
     completion of a merger or other combination between the Company and another
     company.   Except  as  provided  above,  the  agreement  to  assume  SACA's
     liabilities and to indemnify and hold the Company  harmless from paying the
     same is unlimited as to amount or as to time. A copy of the  Agreement  was
     filed by the  Company as an  exhibit in a Current  Report on Form 8-K as of
     September 17, 2002.

     EAI is owned by Mr. Kenneth  Hodgdon,  an employee who was  responsible for
     the  Company's  daily  operations.  The  Company  was  in the  business  of
     marketing  AmeriStripTM,  a paint  stripper,  and  assembling and marketing
     NaturalCoolTM,  an air circulation system. The assets purchased include the
     AmeriStripTM and NaturalCoolTM  patents, the formula for a water-based foam
     product,  furniture  and  fixtures,   equipment,   leasehold  improvements,
     accounts  receivable,  works  in  progress,  and the  Company's  name.  The
     liabilities  assumed include but are not limited to accounts  payable and a
     judgment.  Shareholders  holding a majority of the  Company's  common stock
     approved  the  Agreement  by  written  action  in lieu  of a  shareholder's
     meeting.

     During July 2002,  in order to  facilitate  the  Company's  merger or other
     business combination transaction with another company, the Company issued a
     total of 84,720,733 shares of the Company's unregistered, restricted common
     stock to be held in  escrow  for the  benefit  of the  Company's  merger or
     combination  partner.  No value has been assigned to this issuance  pending
     the consummation of a business combination transaction.

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits
     --------

     None

     Reports on Form 8-K
     -------------------

     August 15, 2002        Announcing the resignation of Green Holman, Frenia &
                            Company,  L.L.P.,  the Company's former  independent
                            certified public accountants.

     September 17, 2002     Announcing  the  sale  of  substantially  all of the
                            Company's  assets and operations and the appointment
                            of S. W. Hatfield,  CPA as the Company's independent
                            certified public accountants.



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                                                                              18

<PAGE>

                                   SIGNATURES

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

                                  Safe Alternatives Corporation of America, Inc.

Dated: November 22, 2002                           /s/ Richard J. Fricke
       -----------------                    ------------------------------------
                                                               Richard J. Fricke
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director





















                                                                              19

<PAGE>

                 Certification Pursuant to 18 USC, Section 1350,
  as Adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002


In connection  with the Quarterly  Report of Safe  Alternatives  Corporation  of
America,  Inc.  (Registrant)  on Form 10-QSB for the quarter ended September 30,
2002, as filed with the Securities and Exchange Commission,  on the date hereof,
I, Richard J. Fricke, Chief Executive Officer and Chief Financial Officer of the
Company,  certify  to the best of my  knowledge,  pursuant  to 18 USC  1350,  as
adopted  pursuant to ss.302 and promulgated as 18 USC 1350 pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed this Quarterly  Report on Form 10-QSB of Safe  Alternatives
     Corporation of America, Inc. for the quarter ended September 30, 2002.

(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,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     (1)  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;
     (2)  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
     (3)  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,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     (1)  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
     (2)  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, if any, 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.


/s/ Richard J. Fricke                                   Dated: November 22, 2002
---------------------                                          -----------------

Richard J. Fricke
Chief Executive Officer and
Chief Financial Officer


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