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

                                   FORM 10-QSB

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended September 30, 2002

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ________ to ________

     Commission File number 33-58694


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


           Nevada                                                13-3465289
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

              51 West Third Street, Suite 310, Tempe, Arizona 85281
                    (Address of principal executive offices)

                   (480) 967-5800 (Issuer's telephone number)
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer:  (1) has 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: At November 7, 2002, the issuer had
outstanding 9,219,371 shares of Common Stock, par value $.005 per share.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           VITRIX, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,     JUNE 30,
                                                                      2002            2002
                                                                  -------------   -----------
                                                                   (Unaudited)
<S>                                                               <C>             <C>
                                   ASSETS
Current Assets:
    Cash and cash equivalents                                      $   150,527    $   195,249
    Accounts receivable - trade, net                                   635,836        615,084
    Inventory                                                          195,368        174,697
    Prepaid expenses and other current assets                           61,306         47,708
                                                                   -----------    -----------

      TOTAL CURRENT ASSETS                                           1,043,037      1,032,738

PROPERTY AND EQUIPMENT, NET                                            128,100        142,984
                                                                   -----------    -----------

      TOTAL ASSETS                                                 $ 1,171,137    $ 1,175,722
                                                                   ===========    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Current portion of long-term debt                              $   134,874    $   134,068
    Accounts payable                                                   420,041        355,381
    Accrued liabilities                                                175,317        214,641
    Deferred revenue                                                   268,678        311,143
                                                                   -----------    -----------

      TOTAL CURRENT LIABILITIES                                        998,910      1,015,233

LONG-TERM DEBT, LESS CURRENT PORTION                                   698,344        733,555
                                                                   -----------    -----------

      TOTAL LIABILITIES                                              1,697,254      1,748,788
                                                                   -----------    -----------

COMMITMENTS:                                                                --             --

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $.005 par value, 50,000,000 shares authorized,
      9,219,371 and 9,105,828 shares issued and outstanding             46,097         45,529
    Contributed capital                                              6,087,886      6,052,120
    Accumulated deficit                                             (6,660,100)    (6,670,715)
                                                                   -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (526,117)      (573,066)
                                                                   -----------    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $ 1,171,137    $ 1,175,722
                                                                   ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       2
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                         THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                     --------------------------
                                                         2002           2001
                                                     -----------    -----------
Revenues:
   Product sales                                     $   909,683    $   678,058
   Services revenue                                      198,553        141,038
                                                     -----------    -----------

    TOTAL REVENUES                                     1,108,236        819,096
                                                     -----------    -----------
COST OF REVENUES:
   Product                                               358,694        287,057
   Services                                              125,745        128,472
                                                     -----------    -----------

    TOTAL COST OF REVENUES                               484,439        415,529
                                                     -----------    -----------

GROSS PROFIT                                             623,797        403,567
                                                     -----------    -----------
COSTS AND EXPENSES:
   Sales and marketing                                   261,002        222,461
   Research and development                              169,040        184,521
   General and administrative                            164,906        190,805
                                                     -----------    -----------

    TOTAL COSTS AND EXPENSES                             594,948        597,787
                                                     -----------    -----------

NET INCOME (LOSS) FROM OPERATIONS                         28,849       (194,220)
                                                     -----------    -----------

OTHER INCOME (EXPENSE):
   Interest expense                                      (18,979)       (27,469)
   Other                                                      --            333
   Interest income                                           745          1,381
                                                     -----------    -----------

                                                         (18,234)       (25,755)
                                                     -----------    -----------

NET INCOME (LOSS)                                    $    10,615    $  (219,975)
                                                     ===========    ===========

NET INCOME (LOSS) PER COMMON SHARE
    Basic                                            $      0.00    $     (0.03)
                                                     ===========    ===========

    Diluted                                          $      0.00    $     (0.03)
                                                     ===========    ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    Basic                                              9,144,087      6,295,828
                                                     ===========    ===========

    Diluted                                            9,167,787      6,295,828
                                                     ===========    ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       3
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE YEAR ENDED JUNE 30, 2002 AND
           THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002 (Unaudited)

<TABLE>
<CAPTION>
                                                 COMMON STOCK
                                          -------------------------   CONTRIBUTED    ACCUMULATED
                                             SHARES        AMOUNT       CAPITAL        DEFICIT         TOTAL
                                          -----------   -----------   -----------    -----------    -----------
<S>                                       <C>           <C>           <C>            <C>            <C>
Balance at June 30, 2001                    6,295,828   $    31,479   $ 5,503,970    $(6,014,863)   $  (479,414)

Sale of common stock                        2,475,000        12,375       482,625             --        495,000
Conversion of debt from a related party       300,000         1,500        58,500             --         60,000
Issuance of common stock for services          35,000           175         7,025             --          7,200
Net loss                                           --            --            --       (655,852)      (655,852)
                                          -----------   -----------   -----------    -----------    -----------
Balance at June 30, 2002                    9,105,828        45,529     6,052,120     (6,670,715)      (573,066)

Issuance of common stock for services         113,543           568        35,766             --         36,334
Net Income                                         --            --            --         10,615         10,615
                                          -----------   -----------   -----------    -----------    -----------
Balance at September 30, 2002               9,219,371   $    46,097   $ 6,087,886    $(6,660,100)   $  (526,117)
                                          ===========   ===========   ===========    ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       4
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                         ----------------------
                                                            2002         2001
                                                         ---------    ---------
Increase (Decrease) in Cash and Cash Equivalents:
  Cash flows from operating activities:
  Net income (loss)                                      $  10,615    $(219,975)
  Adjustments to reconcile net income (loss) to net
    cash used by operating activities:
    Depreciation                                            17,334       20,942
    Common stock issued for services                        36,334           --
  Changes in Assets and Liabilities:
    Accounts receivable-trade                              (20,752)     (10,466)
    Inventory                                              (20,671)      32,894
    Prepaid expenses and other current assets              (13,598)        (407)
    Accounts payable                                        64,660       85,597
    Accrued liabilities                                    (39,324)       9,488
    Deferred revenue                                       (42,465)       1,528
                                                         ---------    ---------
      NET CASH USED BY OPERATING ACTIVITIES                 (7,867)     (80,399)
                                                         ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                      (2,450)     (26,711)
                                                         ---------    ---------
      NET CASH USED BY INVESTING ACTIVITIES                 (2,450)     (26,711)
                                                         ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of capital leases                             (6,381)      (6,659)
    Proceeds from debt                                          --      500,000
    Repayment of debt                                      (28,024)    (375,000)
                                                         ---------    ---------
      NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES     (34,405)     118,341
                                                         ---------    ---------

Net change in cash and cash equivalents                    (44,722)      11,231

Cash and cash equivalents at beginning of period           195,249      177,586
                                                         ---------    ---------

Cash and cash equivalents at end of period               $ 150,527    $ 188,817
                                                         =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                        $  19,045    $  27,469
                                                         =========    =========
    Income taxes paid                                    $      --    $      --
                                                         =========    =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
    Assets aquired by entering into capital leases       $      --    $  24,816
                                                         =========    =========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       5
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     The  accompanying  consolidated  financial  statements of Vitrix,  Inc. and
subsidiary  ("Vitrix" or the  "Company")  have been prepared in accordance  with
generally accepted  accounting  principles  ("GAAP"),  pursuant to the rules and
regulations  of the  Securities  and  Exchange  Commission,  and are  unaudited.
Accordingly,  they do not include all the information and footnotes  required by
GAAP for  complete  financial  statements.  In the  opinion of  management,  all
adjustments  (which include only normal recurring  adjustments)  necessary for a
fair  presentation  of the results for the interim  periods  presented have been
made.  The results for the three month period ended  September 30, 2002, may not
be indicative  of the results for the entire year.  These  financial  statements
should be read in  conjunction  with the Company's  Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2002.

INCOME (LOSS) PER SHARE:

     Basic income  (loss) per share of common stock was computed by dividing the
net  income  (loss) by the  weighted  average  number of shares of common  stock
outstanding.

     Diluted  earnings  per share are  computed  based on the  weighted  average
number of shares of common stock and dilutive securities  outstanding during the
period. Dilutive securities are options and warrants that are freely exercisable
into common stock at less than the prevailing market price.  Dilutive securities
are not included in the weighted  average number of shares when inclusion  would
increase the earnings per share or decrease the loss per share.

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

                                                        Three Months Ended
                                                  -----------------------------
                                                  September 30,   September 30,
                                                       2002            2001
                                                  -------------   -------------
Net income (loss)                                  $    10,615     $  (219,975)
                                                   ===========     ===========

Weighted average shares                              9,144,087       6,295,828
                                                   ===========     ===========
Effect of dilutive securities:
Employee stock options                                  23,700              --
                                                   -----------     -----------
Adjusted weighted averages shares
  and assumed conversions                            9,167,787       6,295,828
                                                   ===========     ===========

Basic earnings (loss) per share                    $      0.00     $     (0.03)
                                                   ===========     ===========

Diltued earnings (loss)per share                   $      0.00     $     (0.03)
                                                   ===========     ===========

     Options on 937,190 shares of common stock and warrants to purchase  466,997
shares of common stock were not included in computing diluted earnings per share
because their effects were antidilutive.

                                       6
<PAGE>
LONG-TERM DEBT:

     On September 24, 2002, the Company  entered into a $200,000  revolving line
of credit  agreement  with an  affiliate  and  shareholder  of the Company  that
expires on December 31, 2003.  Outstanding borrowings on the line on credit bear
interest at 10%.  Interest  only payments are due monthly and the line of credit
is secured by all assets of the Company.  On September  24, 2002 the Company was
also able to extend the termination date of its existing $200,000 line of credit
agreement with a shareholder  from December 31, 2002 to December 31, 2003.  With
the new  revolving  line of credit  agreement  and the extension of its existing
revolving line of credit,  the Company has a $400,000 borrowing capacity through
December 31, 2003. At September 30, 2002,  there were no amounts  outstanding on
either revolving line of credit agreement.

STOCKHOLDERS' EQUITY:

     In August 2002 the Company issued 113,543 shares of common stock to certain
resellers of the Company's products pursuant to an incentive sales program.  The
program  established  the  grant of common  stock  based on the  achievement  of
certain  sales levels during the period  November 1, 2001 to June 30, 2002.  The
Company did not receive any funds from the issuance of the common stock.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001

     REVENUES.  Revenue for the three month period ended September 30, 2002 (the
"reporting period"), rose 35% to $1,108,236, compared to revenue of $819,096 for
the three month period ended September 30, 2001 (the "comparable  period").  The
Company  increased  product  sales by 34% and  services  revenue by 41% over the
comparable period. The Company believes this increase was principally the result
of increased customer demand for the Company's product solutions.

     GROSS PROFIT.  Gross profit as a percentage of revenues increased to 56% in
the reporting  period,  compared to 49% in the  comparable  period.  The Company
increased the gross profit percentage on product sales by 3% over the comparable
period and increased the gross profit percentage on services revenue by 28% over
the  comparable  period.  The  increase in gross profit  percentage  on services
revenue is primarily due to a 41% increase in services  revenue in the reporting
period  while  maintaining  costs  at  approximately  the  same  level as in the
comparable period.

     EXPENSES.  Total costs and expenses were $594,948,  or 54% of revenues,  in
the  reporting  period,  compared  to  $597,787,  or  73%  of  revenues,  in the
comparable  period.  The decrease in the costs and  expenses as a percentage  of
revenue in the reporting period is primarily due to maintaining similar costs in
both periods while increasing revenues in the reporting period by 35%. Sales and
marketing expenses were $261,002,  or 24% of revenues,  in the reporting period,
compared to $222,461, or 27% of revenues, in the comparable period. Research and
development expenses were $169,040, or 15% of revenues, in the reporting period,
compared to $184,521, or 23% of revenues, in the comparable period.  General and
administrative  expenses  were  $164,906,  or 15% of revenues,  in the reporting
period, compared to $190,805, or 23% of revenues, in the comparable period.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2002, the Company had working capital of $44,127, compared
to a working  capital  deficit of $77,209 at September  30, 2001.  Cash and cash
equivalents at those dates amounted to $150,527 and $188,817, respectively.

     OPERATIONS.  Net  cash  used  by  operations  decreased  to  $7,867  in the
reporting  period,  compared  to net cash used by  operations  of $80,399 in the
comparable  period.  The net  cash  used in the  current  period  was  primarily
attributable to the decreases in accrued  liabilities  and deferred  revenue and
was partially offset by an increase in accounts payable. The Company was able to
reduce  its net cash used by  operations  by  $72,532  in the  reporting  period
primarily by generating net income of $10,615 in the current period  compared to
a net loss of $219,975 in the comparable period.

     INVESTMENT ACTIVITIES. For the reporting period, the Company used $2,450 to
purchase  property and equipment,  compared to $26,711 of property and equipment
purchases in the comparable period.

     FINANCING ACTIVITIES.  For the reporting period the Company used $34,405 in
financing  activities  primarily due to the repayment of debt. In the comparable
period the Company generated $118,341 in financing  activities primarily through
proceeds from debt.

                                        8
<PAGE>
     As of  November  7, 2002,  the Company  believes  that its current  working
capital,  its line of credit agreement,  and its funds generated from operations
are sufficient to fund the Company's  operations for the next twelve months. The
Company may, however, seek to obtain additional capital through a line of credit
at a financial institution or through additional debt or equity offerings during
this time  period.  The raising of  additional  capital in public  markets  will
primarily be dependent upon prevailing  market conditions and the demand for the
Company's products and services. No assurance can be given that the Company will
be able to  raise  additional  capital,  when  needed  or at all,  or that  such
capital, if available, will be on acceptable terms.

ITEM 3. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  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,  of the effectiveness
of the design and operation of the Company's  disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. 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  in timely  alerting  them to  material  information  relating  to the
Company (including its consolidated  subsidiary)  required to be included in the
Company's  periodic SEC filings.  There have been no significant  changes in the
Company's internal controls or in other factors that could significantly  affect
internal controls subsequent to the date the Company carried out its evaluation.

FORWARD-LOOKING INFORMATION

     The statements  contained in this Quarterly  Report on Form 10-QSB that are
not historical fact are  forward-looking  statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) which the Company believes
are within the meaning of Section 27A of the Securities Act of 1933, as amended,
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended.  The
forward-looking  statements  contained herein are based on current  expectations
that  involve a number  of risks  and  uncertainties.  These  statements  can be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects," "may," "will," "should," or "anticipates," or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy that involve risks and uncertainties. The Company wishes to caution the
reader that these  forward-looking  statements that are not historical facts are
only predictions.  No assurances can be given that the future results indicated,
whether expressed or implied,  will be achieved.  While sometimes presented with
numerical  specificity,  these projections and other forward-looking  statements
are based upon a variety of assumptions relating to the business of the Company,
which,  although  considered  reasonable  by the  Company,  may not be realized.
Because  of the  number  and  range  of  assumptions  underlying  the  Company's
projections  and  forward-looking  statements,  many of  which  are  subject  to
significant  uncertainties  and  contingencies  that are beyond  the  reasonable
control of the Company, some of the assumptions inevitably will not materialize,
and  unanticipated  events and circumstances may occur subsequent to the date of
this report. These forward-looking  statements are based on current expectations
and the Company assumes no obligation to update this information. Therefore, the
actual  experience  of the Company and the  results  achieved  during the period
covered by any particular  projections or forward-looking  statements may differ
substantially from those projected.  Consequently,  the inclusion of projections
and other forward-looking  statements should not be regarded as a representation
by the Company or any other person that these estimates and projections  will be
realized, and actual results may vary materially. There can be no assurance that
any of these  expectations  will be realized or that any of the  forward-looking
statements contained herein will prove to be accurate.

                                       9
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is from time to time involved in legal proceedings arising from
the normal course of business. As of the date of this report, the Company is not
currently involved in any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     In August 2002 the Company issued 113,543 shares of common stock to certain
resellers of the Company's products pursuant to an incentive sales program.  The
program  established  the  grant of common  stock  based on the  achievement  of
certain  sales levels during the period  November 1, 2001 to June 30, 2002.  The
Company  did not receive any funds from the  issuance of the common  stock.  The
common stock was issued in reliance on the exemption provided under Section 4(2)
of the Securities Act of 1933, as amended, and Regulation D thereunder.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following exhibits are filed herewith pursuant to Regulation S-B.

           No.                            Description
          ----                            -----------
          99.1      Certification  Pursuant to Section 906 of Sarbanes-Oxley Act
                    of 2002.

     (b)  Reports on Form 8-K

          No reports were filed on Form 8-K during the quarter  ended  September
          30, 2002.

                                       10
<PAGE>
                                   SIGNATURES

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

                                        VITRIX, INC.


Dated: November 13, 2002
                                        By  /s/ Craig J. Smith
                                            --------------------------------
                                            Craig J. Smith
                                            Chief Financial Officer
                                            (Principal Accounting Officer)

                                       11
<PAGE>
I, Thomas S. Bednarik,  President and Chief  Executive  Officer of Vitrix,  Inc.
(the "Company"), certify that:

     (1) I have  reviewed  the  Quarterly  Report on Form 10-QSB for the quarter
ended September 30, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

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

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

          (b) evaluated the effectiveness of the Company's  disclosure  controls
     and  procedures as of a date within 90 days prior to the filing date of the
     Report; and

          (c) presented in the Report our conclusions about the effectiveness of
     the disclosure  controls and procedures based on the required evaluation as
     of that date.

     (5) The Company's  other  certifying  officers and I have  disclosed to the
Company's  auditors and to the audit  committee  of the board of  directors  (or
persons performing the equivalent functions):

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

     (6) The Company's  other  certifying  officers and I have  indicated in the
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  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

Dated: November 13, 2002

By: /s/ Thomas S. Bednarik
    -----------------------------------------
    Thomas S. Bednarik
    President and Chief Executive Officer

                                       12
<PAGE>
I,  Craig J.  Smith,  Vice  President--Finance  and Chief  Financial  Officer of
Vitrix, Inc. (the "Company"), certify that:

     (1) I have  reviewed  the  Quarterly  Report on Form 10-QSB for the quarter
ended September 30, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

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

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

          (b) evaluated the effectiveness of the Company's  disclosure  controls
     and  procedures as of a date within 90 days prior to the filing date of the
     Report; and

          (c) presented in the Report our conclusions about the effectiveness of
     the disclosure  controls and procedures based on the required evaluation as
     of that date.

     (5) The Company's  other  certifying  officers and I have  disclosed to the
Company's  auditors and to the audit  committee  of the board of  directors  (or
persons performing the equivalent functions):

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

     (6) The Company's  other  certifying  officers and I have  indicated in the
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  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

Dated: November 13, 2002

By: /s/ Craig J. Smith
    -----------------------------------------
    Craig J. Smith
    Vice President--Finance and Chief
    Financial Officer

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