<PAGE>

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A


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

                For the quarterly period ended September 30, 2003


                        Commission file number 0 - 30215
                                              ------------

                             SAFARI ASSOCIATES, INC.
               ----------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Utah                                         87-9369569
    ------------------------------                      --------------------
   (State or other jurisdiction of                     (IRS Employer
   incorporation or organization)                      Identification Number)



                   64 Edson Street, Amsterdam, New York 12010
                   ------------------------------------------
                    (Address of principal executive offices)


                                (518) 842 - 6500
                                ----------------
                           (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
                                                                       ---  ---


As of November 5, 2003, 1,484,978 shares of common stock were outstanding.


                                      - 1 -

<PAGE>

                             SAFARI ASSOCIATES, INC.
                                   FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2003

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                                           PAGE
                                                                                           ----
<S>                                                                                       <C>

Part  I  -  Financial Information

         Item 1   -  Financial Statements

                  -  Consolidated Balance Sheet as of September 30, 2003.                    3

                  -  Consolidated Statement of Income for the three and
                      nine  months ended September 30, 2003 and 2002.                        4

                  -  Consolidated Statement of Cash Flows for the
                            nine months  ended September 30, 2003 and 2002                   5

                  -  Notes to Consolidated Financial Statements.                           6 - 11

         Item 2   -  Management's Discussion and Analysis
                     Or  Plan of Operations.                                              12 - 13


  Part  II  -  Other Information

         Item 1  -  Legal Proceedings.                                                      14

         Item 2  -  Changes in Securities and Use of Proceeds.                              14

         Item 3  -  Default upon Senior Securities.                                         14

         Item 4  -  Submission of Matters to a Vote of Security Holders.                    14

         Item 5  -  Other Information.                                                      14

         Item 6  -  Exhibits and Reports on Form 8-K.                                       14


Signatures                                                                                  15

</TABLE>


                                      - 2 -

<PAGE>

                         PART I - FINANCIAL INFORMATION

                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                     ASSETS
                                                                   2003
Current Assets:                                                 (Unaudited)
---------------                                                 -----------
Cash                                                            $       863
Accounts Receivable                                                   3,046
Inventory                                                            23,899
Prepaid Expenses                                                     63,020
                                                                -----------
         Total Current Assets                                        90,828
                                                                -----------
Property, Plant and Equipment:
------------------------------
Net of Accumulated Depreciation of $31,576                           11,556
                                                                -----------
Other Assets:
-------------
Goodwill - Net of Amortization of $5,472                             21,883
Other Assets                                                         70,621
                                                                -----------
         Total Other Assets                                          92,504
                                                                -----------
         Total Assets                                           $   194,888
                                                                ===========
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                     ---------------------------------------
Current Liabilities:
--------------------
Notes payable                                                   $    15,000
Accounts Payable                                                    364,477
Payroll and Other Taxes Payable                                      26,329
Accrued Expenses                                                    289,999
                                                                -----------
         Total Current Liabilities                                  695,805
                                                                -----------

Other Liabilities:
------------------
Loan Stockholders                                                    67,828
Convertible Notes Payable                                           505,500
                                                                -----------
         Total Other Liabilities                                    573,328
                                                                -----------
         Total Liabilities                                        1,269,133
                                                                -----------
Commitments and Contingencies - Note 7

Stockholders' (Deficit):
------------------------
Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   outstanding 1,484,978 shares                                       1,485
Additional Paid-in Capital                                        1,980,474
Retained (Deficit)                                               (3,056,204)
                                                                -----------
         Total Stockholders' (Deficit)                           (1,074,245)
                                                                -----------

         Total Liabilities and Stockholders'  (Deficit)         $   194,888
                                                                ===========

                                      - 3 -

<PAGE>


                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


<TABLE>
<CAPTION>

                                                 NINE MONTHS                       THREE MONTHS
                                             2003             2002             2003            2002
                                          -----------     -----------     -----------     -----------
                                          (Unaudited)      (Unaudited)      (Unaudited)    (Unaudited)


<S>                                       <C>             <C>             <C>             <C>
Revenue                                   $    81,348     $   106,735     $    16,499     $    19,067
                                          -----------     -----------     -----------     -----------
Cost of Sales                                  50,887         114,926          10,500          30,573
                                          -----------     -----------     -----------     -----------
Gross Profit                                   30,461          (8,191)          5,999         (11,506)
                                          -----------     -----------     -----------     -----------

Operating Expenses:
Selling Expenses                               22,559          27,329           4,431           4,376
General and Administrative Expenses           168,039         226,753          37,666          40,658
Research and Development Costs                 12,864          80,167           3,950          65,490
                                          -----------     -----------     -----------     -----------

         Total Operating Expenses             203,462         334,249          46,047         110,524
                                          -----------     -----------     -----------     -----------

Net (Loss) from Operations                   (173,001)       (342,440)        (40,048)       (122,030)
                                          -----------     -----------     -----------     -----------

Other Expenses:
---------------
Interest Expense                              (32,505)        (38,024)        (10,433)        (13,035)
                                          -----------     -----------     -----------     -----------

Net (Loss) before Provision For Income
 Taxes                                       (209,506)       (380,464)        (50,481)       (135,065)
Provision for Income Taxes                          -               -               -               -
                                          -----------     -----------     -----------     -----------

Net (Loss)                                $  (209,506)    $  (380,464)    $   (50,481)    $  (135,065)
                                          ===========     ===========     ===========     ===========

Net (Loss) Per Common Share               $      (.14)    $      (.34)    $      (.03)    $      (.15)
                                          ===========     ===========     ===========     ===========


Weighted Average Shares Outstanding         1,475,846       1,112,172       1,484,978         915,411
                                          ===========     ===========     ===========     ===========

</TABLE>

                                      - 4 -

<PAGE>

                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


                                                        2003          2002
                                                      ---------    ----------
                                                     (Unaudited)   (Unaudited)

Cash Flows from Operating Activities:
-------------------------------------
Net Income (Loss)                                     $(209,506)   $ (380,464)
Adjustment to Reconcile Net Income (Loss)
   To Net Cash Used in Operating Activities:
      Depreciation and Amortization                       6,427         4,858
      Services provided for common stock                 13,021        99,000
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                    3,917         9,590
   Inventory                                              3,878        15,676
   Prepaid Expenses and Other Assets                      4,340        14,090
Accounts Payable                                          6,733        (4,896)
Payroll & Other  Taxes Payable                           (2,000)            -
Accrued Expenses                                         84,805        93,065
                                                      ---------    ----------

         Net Cash Used in Operating Activities          (88,385)     (149,081)
                                                      ---------    ----------

Cash Flows from Investing Activities:
-------------------------------------
Property, Plant and Equipment                                 -        (7,886)
                                                      ---------    ----------

         Net Cash Used in Investing Activities                -        (7,886)
                                                      ---------    ----------

Cash Flows from Financing Activities:
Issuance of Common Stock                                 24,500       149,745
Notes Payable                                                 -         5,000
Loans Stockholder                                        44,780         2,033
                                                      ---------    ----------
         Net Cash Provided by Financing Activities       69,280       156,798
                                                      ---------    ----------

Net Increase (Decrease) in Cash                         (19,105)         (169)

Cash - Beginning of Period                               19,968        10,257
                                                      ---------    ----------

Cash - End of Period                                  $     863    $   10,088
                                                      =========    ==========
Supplemental Disclosure to Cash Flow Statement
Cash paid during the period for interest              $     599    $    4,167

Common Stock issued for services                      $  13,021    $   49,000

                                      - 5 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial information is submitted in response to the requirements
of Form  10-QSB and does not  purport to be  financial  statements  prepared  in
accordance with generally accepted  accounting  principles.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted,  although  the  Company  believes  the  disclosures  that  are made are
adequate to make the  information  presented  not  misleading.  Further,  in the
opinion of the management,  the interim financial  statements reflect fairly the
financial position and results of operations for the periods indicated.

It is suggested that these interim consolidated  financial statements be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Form 10KSB containing the Company's audited financial statements as of
and for the year ended  December 31, 2002 filed with the Securities and Exchange
Commission.

The results of operations  for the nine months ended  September 30, 2003 are not
necessarily  indicative  of results to be  expected  for the entire  fiscal year
ending December 31, 2003.


Note  2  -  Summary of Significant Accounting Policies:
-------------------------------------------------------

Consolidation
-------------

The accompanying  Consolidated  Financial Statements include the accounts of the
Company and all its wholly owned  subsidiaries.  Intercompany  transactions  and
balances have been eliminated in consolidation.

Inventory
---------

Inventory is stated at the lower of cost, using the first-in, first-out basis or
market.

Property and Equipment
----------------------

Property  and  equipment  are  recorded  at  cost  and  depreciated   using  the
straight-line  method over their estimated useful lives. The cost of maintenance
and repairs is charged to operations as incurred.

Intangibles
-----------

Goodwill  represents the excess of the cost of companies  acquired over the fair
value of their net assets at the dates of  acquisition  and was being  amortized
using the straight-line method over 15 years.  Effective to the issuance of FASB
No. 142, the Company discontinued amortizing goodwill.

The  Company  follows  Statement  of  Financial  Accounting  Standard  No.  121,
Impairment  of  Long-lived  Assets,  by  reviewing  such  assets for  impairment
whenever  events or changes in  circumstances  indicate that the carrying amount
may not be recoverable.


                                       -6-


<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note  2  -  Summary of significant Accounting Policies (Continued)
------------------------------------------------------------------

Income Taxes
------------

The Company records deferred income taxes using the liability method.  Under the
liability  method,  deferred tax assets and  liabilities  are recognized for the
expected future tax consequences of temporary  differences between the financial
statement  and income tax basis of the  Company's  assets  and  liabilities.  An
allowance is recorded, based on currently available information, when it is more
likely  than not that any or all of a deferred  tax asset will not be  realized.
The provision for income taxes include taxes currently payable, if any, plus the
net change  during the period  presented in deferred tax assets and  liabilities
recorded by the Company.

Per Share Data
--------------

The Company has adopted the standards set by the Financial  Accounting Standards
Board and  computes  earnings  per share  data in  accordance  with SFAS No. 128
"Earning per Share." The basic per share data has been  computed on the loss for
the period divided by the historic  weighted  average number of shares of common
stock outstanding.  All potentially  dilutive securities have been excluded from
the compilation since they would be antidilutive.

Estimates and Assumptions
-------------------------

Preparing financial  statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that effect the
reported  amounts of assets,  liabilities,  revenue ,and expenses at the balance
sheet date and for the period then ended. Actual results could differ from these
estimates.


Note 3 - Other Assets
---------------------
Other assets includes the following assets:
Prepaid consulting                                               $    27,101
Option to repurchase property                                         40,000
Trademarks                                                             1,115
Security deposits                                                      2,405
                  Total                                          $    70,621

Prepaid  consulting expense arose from two issuances totaling 500,000 restricted
shares of the Company's  common stock valued at $79,000 which is being amortized
over the life of the  contract.  The shares  issued  were fully  vested upon the
execution of the contract.



                                       -7-


<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note  4  -  Income Taxes
------------------------

There is no  provision  for  federal or state  income  taxes for the nine months
ended  September  30,  2003 and 2002 since the Company  has  incurred  operating
losses.  Additionally,  the Company has reserved fully for any potential  future
tax benefits  resulting from its  carryforward  operating  losses.  Deferred tax
assets at September 30, 2003 consist of the following:

                                                                   2003
                                                             --------------
         Net Operating Loss Carryforward                     $    1,050,000
         Property and Equipment                                       3,000
                                                             --------------
                                                                  1,053,000
         Valuation Allowance                                      1,053,000
                                                             --------------
                                                             $          -0-
                                                             ==============

As of December 31, 2002, the Company has net unused operating loss carryforwards
of  approximately  $2,600,000,  which expire in various  years from  2003through
2022.

Note  5  -  Notes Payable
-------------------------

Convertible Notes Payable
-------------------------

On December 20, 2000,  one of the  creditors of the Company  agreed to receive a
note from the  Company in the amount of $45,000  payable on December  19,  2002,
together with interest thereon at the rate of 8% per annum.  Commencing one year
from the date of the note, the creditor may convert any portion of the note into
restricted  share of common stock in the Company at a  conversion  rate of $1.50
per  share.  The note  has been  extended  on a month to month  basis by  mutual
consent of the parties.

On August 9, 2001 the Company and three individuals agreed to convert a total of
$460,000  of  accrued  expenses,   deferred   compensation,   and  loan  payable
stockholder  into convertible  notes.  The convertible  notes are for a two year
period with interest at the rate of 8% per annum,  payable quarterly  commencing
December 1, 2001 until they mature on August 9, 2003.The  notes are  convertible
into restricted shares of common stock at a conversion rate of $2.50 per share.

Notes Payable
-------------

In November 2000, the Company  borrowed a total of $15,000 from three individual
investors.  The term of the notes are on a month to month  basis  with  interest
accrued at the rate of 10% per annum.


                                       -8-

<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 - Loan Stockholders
--------------------------

As of  September  30, 2003,  Mrs.  Lillian  Berger,  the major  stockholder  and
Secretary/Director in the Company was owed a total of $28,328.

During the nine months ended September 30,2003, Mr. Stephen Steeneck,  the Chief
Executive Officer ("CEO") of the Company advanced $39,500 for working capital.

Note 7 Common Stock
-------------------

On January 24, 2003, the Company issued 35,000 restricted shares of common stock
to Mr.  Stephen  Steeneck  CEO of the Company at $.35 per share or  $12.250.  On
January 23,2003,  the Company issued 35,000 restricted shares of common stock to
a private investor at $.35 per share or $12,250.

On January 23, 2003, the Company issued 37,202 restricted shares of common stock
for professional services valued at $.35 per share or $13,021.

On March 28,  2003,  the  shareholders  of the  Company  approved  a one for ten
reverse split of the Company's common stock .All share amounts  including shares
issued and earnings per share from prior  periods have been  adjusted to reflect
the reverse split.

Note 8-Commitments & Contingencies
----------------------------------

Employment Agreement
--------------------

On April 1, 1994,  the Company  entered into an  employment  agreement  with Mr.
Morton Berger,  President of the Company. The term of the agreement was for five
years and, thereafter,  continues on a year to year basis. Compensation shall be
paid at the rate of $52,000 per year.

License Agreement
-----------------

On January 1, 1998, Smith & Wesson Corp.,  Springfield,  Massachusetts,  granted
Safari  Enterprises,  Inc., an exclusive Trademark License to make, use and sell
single-use and conventional film using still cameras under the Smith & Wesson(R)
brand name in the United States,  its  possessions  and Canada.  The term of the
License is from  January 1, 1998 to January  30,  2001.  The  license  agreement
provides that Safari  Enterprises,  Inc. will pay Smith & Wesson Corp. a minimum
royalty of $15,000 the first eighteen months; $25,000 the next twelve months and
$35,000 the final twelve months. The minimums royalties are to be paid against a
royalty of 5% of net sales,  whichever is greater.  The license further provides
that Safari  Enterprises,  Inc. can assign the license to an  affiliate  company
under the same control as Safari  Enterprises,  Inc. On January 12, 1998, adding
recoil pads for firearms, effective January 1, 1998 amended the License.



                                       -9-


<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


License Agreement (continued)
-----------------------------

The minimum  royalties were not increased and covered both products.  On May 18,
1999, the license was further amended to include targets for firearms  effective
January 1, 1998. Again the minimum royalties were not increased. On November 25,
1997 the Company organized a wholly owned subsidiary,  Photography for Evidence,
Inc.,  under the laws of the State of New York. On December 17, 1997 Photography
for Evidence, Inc., filed a Certificate of Doing Business under the name Smith &
Wesson Cameras. The license agreement was assigned to Smith & Wesson(R) Cameras.

On January 29, 1998 the Company  organized  a wholly  owned  subsidiary,  Impact
Dampening  Technologies,  Inc.,  a New York  Corporation.  On February 10, 1998,
Impact Dampening Technologies, Inc., filed a Certificate of Doing Business under
the name  Smith &  Wesson(R)  Recoil  Pad  Company.  Safari  Enterprises,  Inc.,
assigned  its  exclusive  recoil  pad  License to Smith &  Wesson(R)  Recoil Pad
Company.  On August 2, the Company  organized Safari Target  Corporation,  a New
York  Corporation.  On  August  20,  1999,  Safari  Target  Corporation  filed a
Certificate  of Doing  Business  as Smith &  Wesson(R)  Target  Company.  Safari
Enterprises,  Inc.,  assigned  its target  license  to Smith & Wesson  Target(R)
Company.

The original license which expired on January 30, 2001 had been extended to July
30,2003.  with a minimum  annual  royalty for all three  licenses of $10,000 per
year.  The Company is in  negotiation to extend the licenses with Smith & Wesson
Corp..

Lease
-----

In June 19,  2001 the Company  entered  into an oral month to month lease of the
facilities at 64 Edson Street in  Amsterdam,  New York.  The lease  requires the
Company  to pay a  monthly  rental  of  $1,057.82  plus all real  estate  taxes,
insurance, and maintenance costs on the premises.

Note 10  - Going Concern
------------------------

The Company has  experienced  operating loss since  inception and has a retained
deficit as of  September  30, 2003 of  $3,056,000.  During the nine months ended
September  30,2003,  the  Company  recorded  a loss of  $209,506.  Approximately
$13,000 of the loss was funded by the issuance of common stock for services. The
issuance of  restricted  common stock and loans from a  stockholder  provided an
additional  $69,280.The  balance  of the  loss was  funded  by the  increase  in
liabilities and decrease in assets.

The Company is in the process of preparing a registration statement,  which will
be filled with the  Securities  and Exchange  Commission for a right offering to
its  existing  shareholders  to raise  additional  equity  capital.  There is no
assurance  that the Company will be successful  in the rights  offering to raise
additional  equity  capital.  Even  if the  Company  is  successful  in  raising
additional  capital,  there is no assurance  that it will be sufficient  for the
Company to be able to continue as a going concern.


                                      -10-

<PAGE>

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

Revenue for the nine months  ended  September  30,2003 was $81,348 a decrease of
$25,387 or 23.8% from the nine months ended September 30, 2002. The decrease was
entirely due to a decrease in  production  and  shipment of recycled  single use
disposable  cameras.  Production  was limited due to cash  restrictions  and the
availability of recyclable  shells.  The cost of sales for the nine months ended
September  30,2003  was  $50,887,  a decrease  of $64,039 or 55.7% from the nine
months ended September 30,2002.Cost of sales for the nine months ended September
30,2003  was  62.6% of sales  compared  to  107.7%  for the  nine  months  ended
September 30,2002.  The price of recycled  disposable camera shells increased by
over 100.0%  during the  beginning of 2002  compared to 2001.This  increased the
cost of sales during the first quarter of 2002 by approximately  $5,000.  In the
six months ended June 30,2003 the Company was able to generate a gross profit by
purchasing completed recycled cameras reducing labor costs to a minimum

Operating  expenses for the nine months ended September 30,2003 were $ 203,462 ,
decrease of $130,787,  or 39.1% less than nine months ended  September 30, 2002.
Selling expense for the nine months ended September  30,2003 decreased by $4,770
to $22,559.  The  decrease was  entirely  due to decrease in  telemarketing  and
telephone expense. General and administrative expenses for the nine months ended
September 30, 2003 were  $168,039,  a decrease of $58,714 or 25.9% from the nine
months ended September 30, 2002. Legal and other professional expenses decreased
by  $34,000  . Rent ,  office ,  telephone  and  utility  expense  decreased  by
approximately $23,000. Research and development costs decreased by approximately
$67,000  during the nine months  ended  September  30, 2003 from the nine months
ended  September  30,2002 as the Company  reduced  research on the production of
molecuthane(R) products and other new products.

Interest  expense for the nine  months  ended  September  30,2003  decreased  by
approximately $2,000.

Liquidity and Capital Resources
-------------------------------

As of September 30,2003,  the current liabilities exceeded the current assets by
approximately  $605,000.  The Company has primarily  relied on the proceeds from
loans and private placements to fund operations and the issuance of common stock
for certain consulting and professional services.

The Company is in the process of preparing a registration statement,  which will
be filed with the Securities and Exchange Commission for a right offering to its
existing shareholders to raise additional equity capital.  There is no assurance
that the Company will be successful in the rights  offering to raise  additional
equity capital. Even if the Company is successful in raising additional capital,
there is no assurance  that it will be sufficient  for the Company to be able to
continue as a going concern.



                                      -11-


<PAGE>

                             SAFARI ASSOCIATES, INC.

                           PART II - OTHER INFORMATION




ITEM   1 Legal Proceedings
--------------------------

         None


ITEM   2 Changes in Securities and Use of Proceeds
--------------------------------------------------

         None.


ITEM   3 Defaults upon Senior Securities
----------------------------------------

         None.


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

         None.


ITEM   5 Other Information
--------------------------

         None.


ITEM   6 Exhibits and Reports on Form 8-K
------------------------------------------

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.



                                     - 12 -

<PAGE>


                                   SIGNATURES




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


                                                SAFARI  ASSOCIATES,  INC.




                                                /s/ Morton Berger
                                                ----------------------------
                                                Chairman and CEO




                                      -13-


<PAGE>

                CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


         I, Morton Berger,  Chief Executive Officer of Safari Associates,  Inc.,
certify that:

         1.       I have  reviewed  this  quarterly  report on Form  10QSB/A  of
                  Safari Associates Inc.;

         2.       Based on my knowledge,  this quarterly report does not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  Registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;

         4.       The   registrant's   other   certifying   officer  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-14 and 15d-14) for the Registrant and we have:

                  (a)      designed such  disclosure  controls and procedures to
                           ensure  that  material  information  relating  to the
                           Registrant,  including its consolidated subsidiaries,
                           is made known to us by others within those  entities,
                           particularly  during the period in which this  annual
                           report is being prepared;

                  (b)      evaluated  the   effectiveness  of  the  registrant's
                           disclosure  controls and  procedures of a date within
                           45 days of the filing date of this  quarterly  report
                           (the "Evaluation ate"); and

                  (c)      presented in this  quarterly  report our  conclusions
                           about the  effectiveness  of the disclosure  controls
                           and  procedures   based  on  our  evaluation  of  the
                           Evaluation Date;

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

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

                  (b)      any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role in the registrant's internal controls; and



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<PAGE>


         6.       The registrant's other certifying officer 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.





Dated    January 14, 2003,           By:  /s/  Morton Berger
                                          ------------------------------------
                                          Morton Berger
                                          Chief Executive Officer and Director



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