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 quarter ended September 30, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         Commission file number 0-22515


                          MILLENNIUM ELECTRONICS, INC.
           (Name of Small Business Issuer as specified in its charter)

         Nevada                                      33-0750730
         -------------------------------             -------------------
         (State or other jurisdiction of             (I.R.S. employer
         incorporation or organization               identification No.)



                    130 Main Street, Heber City, UT 84032
                   (Address of principal executive offices)

       Registrant's telephone no., including area code: (435) 654-3774


                                     N/A
       Former name, former address, and former fiscal year, if changed
                              since last report.


  Securities registered pursuant to Section 12(b) of the Exchange Act: None

  Securities registered pursuant to Section 12(g) of the Exchange Act: $.001
                            Par Value Common Stock


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  preceding 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. (1) Yes X
No___ (2) Yes X No____.

Common Stock  outstanding  at November 18, 2002 - 5,376,131  shares of $.001 par
value Common Stock.

                  DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                         MILLENNIUM ELECTRONICS, INC.


                   For the Quarter ended September 30, 2002


      The   following   financial   statements   and  schedules  of  the
      registrant are submitted herewith:


                        PART I - FINANCIAL INFORMATION
                                                                       Page of
                                                                     Form 10-QSB
                                                                     -----------
Item 1. Financial Statements:

            Balance Sheets--September 30, 2002                                 3

            Statements of Operations--for the three months and nine months
            ended September 30, 2002 and September 30, 2001                    4

            Statements of Cash Flows--for the three months and nine months
            ended September 30, 2002 and September 30, 2001                    5

            Notes to Financial Statements                                  6 - 9

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             10

Item 3. Controls and Procedures, Evaluation of Disclosure Controls and
        Procedures                                                            21


                          PART II - OTHER INFORMATION

                                                                            Page
                                                                            ----
Item 1.     Legal Proceedings                                                 21
Item 2.     Changes in the Rights of the Company's Security Holders           21
Item 3.     Defaults by the Company on its Senior Securities                  21
Item 4.     Submission of Matters to Vote of Security Holders                 22
Item 5.     Other Information                                                 22
Item 6(a).  Exhibits                                                          22
Item 6(b).  Reports on Form 8-K                                               22

                                      2

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                  September 30, 2002 (unaudited)
________________________________________________________________________________

                                     ASSETS
Current assets
   Cash and cash equivalents                                        $    39,788
                                                                    ------------
                Total current assets                                $    39,788
                                                                    ============

                              STOCKHOLDERS' EQUITY

Commitments

Stockholders' equity
   Cumulative convertible preferred stock, Series B, #1 stated value
        50,000 shares authorized
        30,500 shares issued and outstanding                        $    30,500
   Cumulative convertible preferred stock, Series C, #2 stated value
        5,000,000 shares authorized
        100,000 shares issued and outstanding                           180,000
   Common stock, $0.001 par value
        25,000,000 shares authorized
        5,376,131 shares issued and outstanding                           5,876
   Additional paid-in capital                                         6,930,571
   Treasury stock, at cost                                              (50,000)
   Accumulated deficit                                               (7,057,159)
                                                                    ------------

                Total stockholders' equity                          $    39,788
                                                                    ============


   The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF OPERATIONS
              For the Three and Nine months Ended September 30, 2002 (unaudited)
________________________________________________________________________________

                               For the Three Months       For the Nine Months
                               Ended September 30,        Ended September 30,
                             ------------------------  ------------------------
                                2002         2001         2002         2001
                             (unaudited)  (unaudited)  (unaudited)  (unaudited)
                             -----------  -----------  -----------  -----------
Selling, general, and
  administrative
  expenses                   $   15,044   $   70,348   $   34,811   $  119,922
                             -----------  -----------  -----------  -----------

Net loss                     $  (15,044)  $  (70,348)  $  (34,811)  $ (119,922)
                             ===========  ===========  ===========  ===========

Basic and diluted loss
  per share                  $        -   $    (0.01)  $    (0.01)  $    (0.02)
                             ===========  ===========  ===========  ===========

Weighted-average
  shares outstanding
  used to compute
  basic and diluted loss
  per share                   5,376,131    5,376,131    5,376,131    5,376,131
                             ===========  ===========  ===========  ===========







   The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF CASH FLOWS
              For the Three and Nine months Ended September 30, 2002 (unaudited)
________________________________________________________________________________

                               For the Three Months       For the Nine Months
                               Ended September 30,        Ended September 30,
                             ------------------------  ------------------------
                                2002         2001         2002         2001
                             (unaudited)  (unaudited)  (unaudited)  (unaudited)
                             -----------  -----------  -----------  -----------
Cash flows from
operating activities
  Cash paid to suppliers
  and employees              $  (15,044)  $  (70,348)  $  (34,811)  $ (119,922)
                             -----------  -----------  -----------  -----------

Net cash used in operating
activities                      (15,044)     (70,348)     (34,811)    (119,922)
                             -----------  -----------  -----------  -----------

Cash flows from
financing activities
  Proceeds from issuance
  of preferred stock                  -       50,000            -      126,500
                             -----------  -----------  -----------  -----------

Net cash provided by
financing activities                  -       50,000            -      126,500
                             -----------  -----------  -----------  -----------

Net increase (decrease)
in cash                         (15,044)     (20,348)     (34,811)       6,578

Cash, beginning of
period                           54,832       33,165       74,599        6,239
                             -----------  -----------  -----------  -----------

Cash, end of period          $   39,788   $   12,817   $   39,788   $   12,817
                             ===========  ===========  ===========  ===========




  The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2002 (unaudited)
________________________________________________________________________________

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

     Millennium Electronics,  Inc. (the "Company") was incorporated in Nevada on
     February  13,  1997 with the intent to be a holding  company.  The  Company
     manufactured and sold personal  computer systems and  semiconductor  memory
     products  through its wholly  owned  subsidiary,  Millennium  Memory,  Inc.
     ("MMI"),  a  California   corporation.   In  August  2001,  MMI  filed  for
     liquidation  under Chapter 7 of the United States  Bankruptcy  Code and was
     liquidated.  The Company is  currently  an inactive  public  shell  without
     operations and is seeking to merge with an operating company.


NOTE 2 - GOING CONCERN

     The Company does not have any operating business and has limited resources.
     Cash  on  hand  may  not  be  sufficient  to  satisfy  the  Company's  cash
     requirements  during the next 12 months.  The Company will seek  additional
     financing in order to implement  its business  plan or consummate a merger.
     There is not any  assurance  that  the  Company  will be able to raise  the
     required  capital.  As such,  the  Company may not be able to continue as a
     going concern.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Development Stage Enterprise
     Since January 1, 2002,  the Company has become a development  stage company
     as defined in Statement of Financial  Accounting  Standards ("SFAS") No. 7,
     "Accounting and Reporting by Development Stage Enterprises." The Company is
     devoting all of its present  efforts to its formation  and to  fundraising.
     The  losses  of  $34,811  accumulated  since  January  1,  2002  have  been
     considered as part of the Company's development stage activities.

     Comprehensive Income
     The Company utilizes SFAS No. 130, "Reporting  Comprehensive  Income." This
     statement establishes standards for reporting  comprehensive income and its
     components  in a  financial  statement.  Comprehensive  income  as  defined
     includes all changes in equity (net assets)  during a period from non-owner
     sources.  Examples of items to be included in comprehensive  income,  which
     are  excluded  from  net  income,   include  foreign  currency  translation
     adjustments   and  unrealized   gains  and  losses  on   available-for-sale
     securities.   Comprehensive  income  is  not  presented  in  the  Company's
     financial  statements  since the  Company  did not have any of the items of
     comprehensive income that were material.

                                       6

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2002 (unaudited)
________________________________________________________________________________

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Cash and Cash Equivalents
     For purposes of the  statements  of cash flows,  the Company  considers all
     highly-liquid  investments  purchased  with  original  maturities  of three
     months or less to be cash equivalents.

     Fair Value of Financial Instruments
     For certain of the Company's financial instruments, including cash and cash
     equivalents, the carrying amounts approximate fair value due to their short
     maturities.

     Treasury Stock
     The Company accounts for its treasury stock under the cost method,  whereby
     purchases of treasury stock are recorded at the cost to the Company.

     Income Taxes
     Deferred  taxes are provided on a liability  method,  whereby  deferred tax
     assets are recognized for deductible  temporary  differences,  and deferred
     tax liabilities are recognized for taxable temporary differences. Temporary
     differences are the differences  between the reported amounts of assets and
     liabilities  and their tax bases.  Deferred  tax  assets  are  reduced by a
     valuation  allowance when, in the opinion of management,  it is more likely
     than not that some  portion of all of the  deferred  tax assets will not be
     realized.  Deferred tax assets and liabilities are adjusted for the effects
     of changes in tax laws and rates on the date of enactment.

     Estimates
     The  preparation  of  financial  statements  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  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Concentrations of Credit Risk
     Financial   instruments   which   potentially   subject   the   Company  to
     concentrations  of credit risk  consist of cash and cash  equivalents.  The
     Company places its cash and cash  equivalents  with high quality  financial
     institutions  and  at  times  may  exceed  the  Federal  Deposit  Insurance
     Corporation's $100,000 insurance limit.

                                       7

<PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2002 (unaudited)
________________________________________________________________________________

NOTE 4 - STOCKHOLDERS' DEFICIT

     Preferred Stock, Series B
     In May 2000, the Company issued Series B convertible preferred stock with a
     stated value of $1 in a private  offering to its officers,  directors,  and
     others at $1 per  share.  At March  31,  2002,  there  were  50,000  shares
     authorized  and 30,500  shares issued and  outstanding.  The holders of the
     Series B preferred  stock do not have any voting rights.  Each share of the
     preferred stock is convertible into 200 shares of common stock. The Company
     is required to reserve an equal amount of  authorized  but unissued  common
     stock at all times. No dividends are payable on Series B preferred stock.

     In March 2001, the Company issued 20,500 shares of Series B preferred stock
     to officers,  directors, and others at a price of $1 per share. Each of the
     preferred shares is convertible into 200 shares of common stock.

     Preferred Stock, Series C
     In April 2001, the Company raised approximately $180,000, net of $22,500 in
     offering  costs,  in a  private  offering  of  100,000  shares  of Series C
     preferred  stock at a price of $2 per share.  The annual rate of  dividends
     payable on each  share of  preferred  stock  will be 9% of the  liquidation
     value thereof.  All dividends on the preferred stock will be paid when, as,
     and if  declared by the  Company's  Board of  Directors  with shares of the
     Company's  common  stock  valued  at  $0.04  per  share.  Dividends  on the
     preferred sock will begin to accrue and be cumulative  from the date of the
     original  issuance of the preferred stock.  Each of the preferred shares is
     convertible into 50 shares of common stock.

     The preferred  shares are redeemable at the Company's option at price equal
     to 300% of the stated  value per  share,  plus any  accumulated  and unpaid
     dividends. However, redemption is not permitted unless the Company's common
     stock is  trading  at $5 per  share  or  more.  The  preferred  shares  are
     convertible  at the option of the  holders  of the  preferred  shares  into
     shares of common stock on the basis of one preferred share convertible into
     50 shares of common stock. In the event of dissolution of the Company,  the
     holders  of  the  preferred  shares  will  be  entitled  to  a  liquidation
     preference for each preferred  share of $3, plus any accumulated and unpaid
     dividends  to the date of  payment,  subject  to  certain  limitations.  At
     September 30, 2002, the cumulative  unpaid  dividends on Series C preferred
     stock amounted to $60,750.

                                       8

<PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2002 (unaudited)
________________________________________________________________________________

NOTE 5 - INCOME TAXES

     At  September  30,  2002,  the Company  had  approximately  $3,937,000  and
     $1,194,000 of net operating loss carryforwards for federal and state income
     tax purposes,  respectively,  to reduce future taxable income. In the event
     of a change in ownership, the utilization of such losses may be limited.

     Because  the  Company  does not have any  operations  or any  revenue,  the
     Company  elected not to  recognize a tax  benefit  for net  operating  loss
     carryforwards due to the uncertainty of its realization.  Accordingly,  the
     Company  has  recorded a 100%  valuation  allowance  for such  losses as of
     September 30, 2002.

                                       9

<PAGE>



                                     ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     Millennium  Electronics,  Inc., is a Nevada  corporation which is currently
inactive.  We were  originally  formed  November  13, 1991 under the laws of the
State of Delaware to acquire or merge with another  operating company or another
entity  or to  acquire  a  technology  or  other  asset.  In 1997,  we  acquired
Millennium Memory,  Inc., a privately held California  corporation  ("MMI").  In
connection  with our  acquisition of MMI, we changed our domicile from the State
of  Delaware  to the  State of  Nevada  and we  changed  our name to  Millennium
Electronics,  Inc. Immediately following the change of domicile, name change and
acquisition of MMI, we were a publicly-held  Nevada  corporation with MMI as our
wholly-owned subsidiary.

     In  September  1997,  we acquired  NetRam  Components,  Inc.,  a California
corporation, a provider of high-end, high-powered PC systems.

     From 1997 to 1999, we manufactured  and sold personal  computer systems and
semiconductor memory products through our wholly owned subsidiary,  MMI. We were
ultimately  unsuccessful  in our  operations  and in  1999,  we  terminated  our
operations.  At such time,  we were in default in our loans with Coast  Business
Credit,  a division of Southern  Pacific Bank. On April 8, 1999, we  transferred
all of our operating assets, and those of our subsidiary, MMI, to Coast Business
Credit to be credited as payment toward our  outstanding  debt to Coast Business
Credit.  These assets had previously  been pledged to Coast  Business  Credit to
secure such loan. We have been inactive since April 1999.

     The  Company's  day-to-day   management  resigned  in  June  2000  and  new
management  was  appointed,  to  attempt  to bring the  Company  current  it its
financial  and SEC reports,  to  thereafter  attempt to locate an  investment or
acquisition  opportunity  (a  "Target  Business"),  and to acquire  such  Target
Business  through the  issuance of our  securities  in a reverse  merger type of
transaction. Our Business Plan is described below. We have essentially no assets
except for a limited amount of cash, and no current operations.

     In 2001, our subsidiary,  MMI, was liquidated in a proceeding under Chapter
7 of the United States Bankruptcy Code.

Additional Information

     Formation and Public Offering. The Company was formed under the laws of the
State of Delaware on November 13, 1991,  for the purpose of investing in any and
all types of assets,  properties and businesses.  In connection with our initial
capitalization, we issued 660,000 shares of our common stock to our officers and
directors for the aggregate sum of $15,000. On March 23, 1992, the United States
Securities and Exchange Commission  declared effective a Registration  Statement

                                       10

<PAGE>

on Form S-18,  filed by the Company.  The Registration  Statement  related to an
offering of 1,000,000 Units of the Company's  securities at $1.00 per Unit. Each
Unit  consisted  of one share of common  stock and four  Common  Stock  Purchase
Warrants  exercisable  at $1.25 per Warrant.  The offering was a "blind pool" or
"blank check" offering. The formal Closing of the public offering was held March
30, 1993.  A total of 700,275  Units of our  securities  were sold in the public
offering and gross offering  proceeds were  $700,275.  Management of the Company
had previously  agreed to transfer a portion of their shares of our common stock
back to us for  cancellation  if less  than  all  Units  offered  in the  public
offering  were sold.  A total of 199,817 of  management's  660,000  shares  were
canceled  pursuant to such  agreement.  Immediately  following  the close of the
public  offering  there were  1,160,458  shares of our common  stock  issued and
outstanding.

     Acquisition of Millennium Memory, Inc. On March 31, 1997, a Special Meeting
of our  Shareholders  was held and the following  proposals were approved by our
shareholders:

     1.   A  proposal  to effect a  1-for-2.5  reverse  split of the  issued and
          outstanding shares of our Company's common stock.

     2.   A proposal to reincorporate  the Company in the State of Nevada and in
          connection  therewith  to change our name to  Millennium  Electronics,
          Inc.  and to  authorize  a class  of  preferred  stock  consisting  of
          5,000,000 shares of $.001 par value preferred stock.

     3.   A Proposal to approve an  Agreement  and Plan of Merger  (the  "Merger
          Agreement")   between  the  Company  and   Millennium   Memory,   Inc.
          ("Millennium")  and the  acquisition  ("Merger")  of Millennium by the
          Company.  In connection with the Merger,  the Company issued 6,778,868
          shares of our common stock,  calculated  after the  1-for-2.5  reverse
          stock split, to the shareholders of Millennium.

     4.   To elect directors.

     At the time of such Special Meeting of  Shareholders,  there were 1,160,458
shares of the Company's $0.001 par value common stock issued and outstanding and
the number of holders of record of the Company's common stock was 103.

     The reverse  split was effected in  connection  with the change of domicile
merger.

     Following the change of domicile merger,  the Company  completed the Merger
whereby it acquired  Millennium  Memory ("MMI").  In connection with the Merger,
the Company formed a subsidiary  under the laws of the State of California under
the name of Beacon Merger Sub, Inc.  ("Merger Sub").  Under the Merger Agreement
(i)  Merger  Sub  merged  into MMI;  (2) each  share of common  stock of MMI was
converted  into one share of common  stock of the  Company;  (3) each  option to
purchase one share of MMI was converted  into an option to purchase one share of
the Company, and (4) MMI became a wholly-owned subsidiary of the Company.

                                       11

<PAGE>

     The Merger was effective March 31, 1997.  Immediately  following the change
of domicile,  the reverse split and the acquisition of MMI, the following shares
of our common stock were issued and outstanding:

      Shares outstanding before the merger                   1,160,458
                                                             ---------
      Shares outstanding after reverse split                   464,183
      Shares issued in Merger                                6,778,868
                                                             ---------
      Total Shares to be issued and
        outstanding at closing of Merger                     7,243,051
                                                             =========

     Transactions following the Merger. During the year ended December 31, 1997,
the Company completed the following common stock transactions:

     o    We issued 1,575,000 shares of our common stock in a private  placement
          and received net  proceeds of  $2,378,735.  A total of 75,000 of these
          shares were issued to the placement agent as compensation.

     o    On September  30, 1997,  we acquired  100% of the  outstanding  common
          stock of NetRam in exchange  for  $120,000  and 576,000  shares of the
          Company's common stock.

     o    We issued  478,197  shares of our common  stock upon the  exercise  of
          options and warrants and received proceeds of $1,494,366.

     o    We canceled  130,098 shares that were placed in escrow upon the Merger
          with MMI.

     Operations  in 1998  and  1999.  Following  the  Merger,  we  operated  our
wholly-owned  subsidiary,  MMI, in the memory and computer business.  Operations
proved to be unsuccessful and all, or substantially all, of the Company's assets
were  disposed  of on April 8,  1999  when our  wholly  owned  subsidiary,  MMI,
surrendered and granted exclusive peaceful possession of MMI=s assets pledged as
collateral (the  "Collateral")  to Coast Business Credit, a division of Southern
Pacific  Bank,  due  to  MMI's  default  under  the  borrowing   agreement  (the
"Agreement") with Coast Business Credit. MMI consented to the disposition of the
Collateral by Coast Business  Credit at a private or public sale.  Proceeds from
the sale or  disposition of the Collateral was applied first to the costs of the
sale,  second to attorney's fees, third to accrued interest and fourth to unpaid
principal.  Pursuant to the Agreement,  as of April 8, 1999, MMI was indebted to
Coast Business  Credit in the principal  amount of  $675,000.00.  As of April 8,
1999 the MMI listed total assets of $631,500.00 and total current liabilities of
$2,532,790.00.

     Appointment  of New  Management.  From April 1999 to June 2002, the Company
was inactive.  In June 2000,  previous  management resigned and new officers and
directors were appointed. The Company's new officers and directors are:

                                       12

<PAGE>

      Douglas P. Morris                             President/Director
      Dan O. Price                                  Vice President/Director
      Mark A. Scharmann                             Secretary/Director

     As part of the agreement of new  management  to take over the company,  the
previous  president of the  Company,  Troy Barnes  transferred  2,915,816 of his
shares of our  common  stock to us for  cancellation.  In  consideration  of the
transfer  of such  shares we agreed to  indemnify  Mr.  Barnes and his wife from
certain liabilities relating to the Company.

     In order to enable us to move forward with our business  plan, we needed to
repay or otherwise  deal with these  liabilities  and raise  additional  working
capital. Management believed that it was in the best interests of the Company to
authorize a Series B Preferred Stock to raise some cash and to pay  liabilities.
We raised  $25,000 from the sale of Series B Preferred  Stock and also  received
services  in the  amount of $5,000 in  exchange  for  30,500  shares of Series B
Preferred  Stock.  A  total  of  $20,000  of the  cash  raised  was  used to pay
creditors.

     Activities in 2001. In order to enable us to move forward with our business
plan, we needed to repay or otherwise deal with  liabilities,  fund professional
fees and raise some additional working capital.  Management believed that it was
in the best interests of the Company to authorize a Series C Preferred  Stock to
raise  some cash and to pay  liabilities.  We raised  $200,000  from the sale of
100,000 shares of Series C Preferred Stock .

     Repayment of Coast Business Credit and De Lage  Financial.  We entered into
Settlement  Agreements  with  Coast  Business  Credit  and  with De Lage  Landen
Financial Services,  Inc. in connection with outstanding debt we owed to each of
these  creditors.  We owed  approximately  $300,000 to Coast Business Credit and
$170,000 to De Lage Financial. As payment in full for such debt, we paid $35,000
in cash to each of these  creditors and we issued  135,705  shares of our common
stock to De Lage and 100,000 of our shares to Coast  Business  Credit's  parent,
Imperial Credit Industries, Inc. As a result of these transactions, our debt was
reduced by approximately $470,000.

     Chapter 7  Proceeding.  Most of the  liabilities  incurred in our  previous
operations were incurred by, and were  liabilities  of, our subsidiary,  MMI. In
August  2001,  we  commenced a Chapter 7 bankruptcy  liquidation  proceeding  to
discharge such debt and liquidate  MMI. The Chapter 7 bankruptcy  proceeding was
completed and Millennium  Memory is no longer a subsidiary of the Company and we
have no obligations related to the debt of Millennium Memory.

Liquidity and Capital Resources

     As of September  30, 2002,  we had total  assets of $39,788  consisting  of
cash. As of September 30, 2002, we had no liabilities.  As of December 31, 2001,
we had total assets of $74,599  consisting  of cash. As of December 31, 2001, we
had no liabilities.

                                       13

<PAGE>

     It is likely that we will be required to raise additional  capital in order
to attract a potential acquisition partner but there can be no assurance that we
will be able to raise any additional  capital. It is also likely that any future
acquisition  will be made through the issuance of shares of the Company's common
stock  which will  result in the  dilution of the  percentage  ownership  of the
current shareholders.

     We will  continue  to be an  inactive  company  unless  and until it raises
additional capital and acquires an operating company.  There can be no assurance
that either will occur.

Results of Operations

     The Company has generated no revenues  since the  Confirmation  Date of its
Bankruptcy Reorganization.  The Company will not generate any revenues, if ever,
until and  unless it  merges  with an  operating  company  or raises  additional
capital for its own  operations.  There can be no assurance  that either of such
events will happen.

     The Company had a net loss of $15,044 for the three months ended  September
30, 2002 and a net loss of $34,811 for the nine months ended September 30, 2002.
This compares to a net loss of $70,348 for the three months ended  September 30,
2001 and a net loss of $119,922  for the nine months ended  September  30, 2001.
Selling and general and  administrative  expenses  consist  primarily  of legal,
accounting and printing charges for all periods presented.

Plan of Operation

     The  Company's  current  business  plan is to  serve as a  vehicle  for the
acquisition of, or the merger or  consolidation  with another company (a "Target
Business").  The Company intends to utilize its limited  current assets,  equity
securities, debt securities,  borrowings or a combination thereof in effecting a
Business  Combination  with a Target  Business  which the Company  believes  has
significant growth potential. The Company's efforts in identifying a prospective
Target Business are expected to emphasize  businesses  primarily  located in the
United  States;  however,  the  Company  reserves  the right to acquire a Target
Business  located  primarily  elsewhere.  While the Company may,  under  certain
circumstances,  seek to effect Business  Combinations  with more than one Target
Business,  as a  result  of its  limited  resources  the  Company  will,  in all
likelihood, have the ability to effect only a single Business Combination.

     The Company may effect a Business  Combination with a Target Business which
may be financially  unstable or in its early stages of development or growth. To
the  extent  the  Company  effects a  Business  Combination  with a  financially
unstable  company  or an  entity  in its early  stage of  development  or growth
(including  entities  without  established  records of revenue or  income),  the
Company  will become  subject to numerous  risks  inherent in the  business  and
operations of financially  unstable and early stage or potential emerging growth
companies.  In  addition,  to the  extent  that the  Company  effects a Business
Combination with an entity in an industry characterized by a high level of risk,
the Company will become subject to the currently  unascertainable  risks of that
industry.  An  extremely  high level of risk  frequently  characterizes  certain

                                       14

<PAGE>

industries which experience rapid growth.  Although  management will endeavor to
evaluate the risks inherent in a particular  industry or Target Business,  there
can be no  assurance  that the Company  will  properly  ascertain  or assess all
risks.

 Forward Outlook and Risks

     This  Form  10-QSB   contains  and   incorporates   by  reference   certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  and  Section  21E of the  Exchange  Act  with  respect  to  results  of our
operations and businesses.  All statements,  other than statements of historical
facts,  included in this Form 10-QSB,  including those regarding  market trends,
our  financial  position,  business  strategy,  projected  costs,  and plans and
objectives of management for future operations, are forward-looking  statements.
In general,  such statements are identified by the use of forward- looking words
or phrases including,  but not limited to, "intended,"  "will," "should," "may,"
"expects," "expected,"  "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology.  These forward-looking  statements
are based on our current expectations. Although we believe that the expectations
reflected in such  forward-looking  statements are  reasonable,  there can be no
assurance   that  such   expectations   will  prove  to  be   correct.   Because
forward-looking  statements involve risks and uncertainties,  our actual results
could differ  materially.  Important  factors that could cause actual results to
differ materially from our expectations are disclosed hereunder and elsewhere in
this Form 10-QSB. These forward-looking  statements represent our judgment as of
the date of this Form 10-QSB.  All subsequent  written and oral  forward-looking
statements  attributable to Millennium are expressly qualified in their entirety
by the Cautionary Statements. We disclaim,  however, any intent or obligation to
update our forward-looking statements.

     Operating History;  No Assets; No Present Source of Revenues.  We have been
inactive since 1999. We intend to attempt to commence  active  operations in the
future by acquiring a Target Business.  Potential investors should be aware that
there is only a limited basis upon which to evaluate our prospects for achieving
our intended business  objectives.  We have no resources and has had no revenues
since  1999.  In  addition,  we will  not  generate  any  revenues  (other  than
investment  income)  until,  at the  earliest,  the  consummation  of a Business
Combination.  Moreover,  there can be no assurance that any Target Business will
derive any  material  revenues  from its  operations  or operate on a profitable
basis.

     Possibility of Total Loss of Investment.  An investment in the Company,  is
an extremely  high risk  investment,  and should not be made unless the investor
has no need for current  income from the invested  funds and unless the investor
can afford a total loss of his or her investment.

     Risk of Unknown  Creditors.  However,  because of the change of management,
the inability to locate all of the Company's  corporate records,  it is possible
that  additional  demands and claims with be made by other  persons and entities
claiming to be creditors of the Company.

     "Blind  Pool"  Offering;   Broad  Discretion  of  Management.   Prospective
investors  who  invest in the  Company  will do so  without  an  opportunity  to

                                       15

<PAGE>

evaluate the specific merits or risks of any one or more Business  Combinations.
There can be no assurance that  acquisition  determinations  ultimately  made by
management will enable us to achieve our business objectives.

     Absence  of  Substantive   Disclosure  Relating  to  Prospective   Business
Combinations;  Investment in the Company Versus Investment in a Target Business.
"Blind pool" and "blank check"  offerings are  inherently  characterized  by the
absence of substantive disclosure, other than general descriptions,  relating to
the intended  application  of the net proceeds of the offering.  We have not yet
identified a prospective  Target Business.  Accordingly,  investors will have no
substantive   information  concerning  consummation  of  any  specific  Business
Combination in considering a purchase of the Preferred Shares in this offering.

     Seeking to Achieve  Public Trading  Market  through  Business  Combination.
While a  prospective  Target  Business  may deem a  consummation  of a  Business
Combination  with  the  Company  desirable  for  various  reasons,   a  Business
Combination  may involve the  acquisition  of, merger or  consolidation  with, a
company which does not need substantial additional capital, but which desires to
establish a public  trading  market for its shares,  while  avoiding what it may
deem to be  adverse  consequences  of  undertaking  a  public  offering  itself,
including time delays,  significant expense, loss of voting control and the time
and expense  incurred to comply with various  Federal and state  securities laws
that regulate initial public offerings.  Nonetheless,  there can be no assurance
that  there  will be an  active  trading  market  for the  Company's  securities
following the completion of a Business Combination or, if a market does develop,
as to the market price for the Company's securities.

     Uncertain  Structure  of Business  Combination.  The  structure of a future
transaction  with a Target Business cannot be determined at the present time and
may take,  for example,  the form of a merger,  an exchange of stock or an asset
acquisition.  We may form one or more subsidiary entities to complete a Business
Combination and may, under certain  circumstances,  distribute the securities of
subsidiaries  to our  stockholders.  There cannot be any assurance that a market
would develop for the securities of any subsidiary  distributed to  stockholders
or, if it did,  any  assurance as to the prices at which such  securities  might
trade. The structure of a Business Combination or the distribution of securities
to  stockholders  may result in taxation of the Company,  the Target Business or
stockholders.

     Unspecified   Target   Business;   Unascertainable   Risks.   None  of  our
directors/officers  has had any  contact  or  discussions  with  any  entity  or
representatives   of  any  entity   regarding  a  consummation   of  a  Business
Combination.  Accordingly,  there  is no  basis  for  prospective  investors  to
evaluate the possible  merits or risks of the Target  Business or the particular
sector of the technology industries in which the Company may ultimately operate.
To the  extent we effect a  Business  Combination  with a  financially  unstable
company  or an entity in its early  stage of  development  or growth  (including
entities  without  established  records of revenues  or income),  we will become
subject to numerous risks inherent in the business and operations of financially
unstable  and early  stage or  potential  emerging  growth  companies.  Although
management  will endeavor to evaluate the risks inherent in a particular  Target
Business or industry,  there can be no assurance that we will properly ascertain
or assess all such risks.

                                       16

<PAGE>

     Probable  Lack of  Business  Diversification.  As a result  of our  limited
resources, in all likelihood, we will have the ability to complete only a single
Business  Combination.  Accordingly,  our prospects for success will be entirely
dependent  upon the future  performance  of a single  business.  Unlike  certain
entities which have the resources to consummate several Business Combinations or
entities  operating  in multiple  industries  or  multiple  segments of a single
industry,  it is  highly  likely  that the we will not  have  the  resources  to
diversify  our  operations  or benefit from the  possible  spreading of risks or
offsetting  of losses.  Our probable lack of  diversification  may subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to a consummation of a Business Combination.  There can be no
assurance that the Target Business will prove to be commercially viable.

     Conflicts  of  Interest;  Absence  of  Independent  Directors.  None of the
Company's directors or executive officers are required to commit their full time
to the affairs of the Company and it is likely that such persons will not devote
a substantial amount of time to the affairs of the Company.  Such personnel will
have conflicts of interest in allocating  management time among various business
activities.  As a result, the consummation of a Business Combination may require
a greater  period of time than if the  Company's  management  devoted their full
time to the Company's affairs.

     Limited Ability to Evaluate Target Business  Management;  Possibility  That
Management Will Change.  The role of the present management in the operations of
a Target  Business of the Company  following  a Business  Combination  cannot be
stated with certainty.  Although we intend to scrutinize  closely the management
of a  prospective  Target  Business in  connection  with our  evaluation  of the
desirability  of  effecting a Business  Combination  with such Target  Business,
there can be no assurance that our assessment of such  management  will prove to
be correct,  especially  in light of the  possible  inexperience  of current key
personnel of the Company in evaluating certain types of businesses.  While it is
possible  that  certain of our  directors  or  executive  officers  will  remain
associated in some  capacities  with the Company  following a consummation  of a
Business Combination,  it is unlikely that any of them will devote a substantial
portion  of  their  time  to the  affairs  of the  Company  subsequent  thereto.
Moreover,  there can be no assurance that such  personnel will have  significant
experience  or  knowledge  relating  to the  operations  of the Target  Business
acquired by the  Company.  We may also seek to recruit  additional  personnel to
supplement  the  incumbent  management of the Target  Business.  There can be no
assurance that we will  successfully  recruit  additional  personnel or that the
additional  personnel  will have the requisite  skills,  knowledge or experience
necessary or desirable to enhance the incumbent management.  In addition,  there
can be no assurance that our future  management will have the necessary  skills,
qualifications or abilities to manage a public company embarking on a program of
business development.

     Competition. We expect to encounter intense competition from other entities
having business  objectives  similar to our business  objectives.  Many of these
entities,  including venture capital partnerships and corporations,  other blind
pool  companies,  large  industrial and financial  institutions,  small business

                                       17

<PAGE>

investment  companies and wealthy  individuals,  are  well-established  and have
extensive  experience  in connection  with  identifying  and effecting  Business
Combinations  directly or through affiliates.  Many of these competitors possess
greater  financial,  technical,  human and other  resources than the Company and
there can be no  assurance  that the  Company  will have the  ability to compete
successfully. The Company's financial resources will be limited in comparison to
those of many of its competitors.  Further,  such competitors will generally not
be required  to seek the prior  approval  of their own  stockholders,  which may
enable  them to close a Business  Combination  more  quickly  than we can.  This
inherent competitive  limitation may compel us to select certain less attractive
Business  Combination  prospects.  There can be no assurance that such prospects
will permit us to achieve our business objectives.

     Uncertainty of Competitive  Environment  of Target  Business.  In the event
that we succeed in effecting a Business Combination, we will, in all likelihood,
become subject to intense  competition  from competitors of the Target Business.
In particular,  certain  industries  which  experience  rapid growth  frequently
attract an increasingly larger number of competitors, including competitors with
greater  financial,  marketing,  technical,  human and other  resources than the
initial  competitors in the industry.  The degree of competition  characterizing
the industry of any prospective Target Business cannot presently be ascertained.
There can be no  assurance  that,  subsequent  to a  consummation  of a Business
Combination, we will have the resources to compete in the industry of the Target
Business effectively,  especially to the extent that the Target Business is in a
high-growth industry.

     Additional Financing Requirements. We will not generate any revenues (other
than investment  income) until, at the earliest,  the consummation of a Business
Combination.  We cannot  ascertain the capital  requirements  for any particular
Business  Combination  we may  consider.  We will  likely  be  required  to seek
additional  financing.  There can be no assurance  that such  financing  will be
available  on  acceptable  terms,  or at  all.  To the  extent  that  additional
financing  proves to be  unavailable  when  needed to  consummate  a  particular
Business Combination,  we would, in all likelihood,  be compelled to restructure
the  transaction or abandon that  particular  Business  Combination  and seek an
alternative Target Business candidate, if possible. In addition, in the event of
the consummation of a Business Combination,  we may require additional financing
to fund the operations or growth of the Target  Business.  Our failure to secure
additional  financing  could have a  material  adverse  effect on the  continued
development or growth of the Target  Business.  We do not have any  arrangements
with any bank or financial  institution to secure additional financing and there
can be no assurance that any such arrangement,  if required or otherwise sought,
would be available on terms deemed to be commercially acceptable and in our best
interests.

     No Appraisal of Potential Business  Combination.  We do not anticipate that
we will obtain an  independent  appraisal  or  valuation  of a Target  Business.
Accordingly,  our  stockholders  will need to rely primarily upon  management to
evaluate a prospective Business Combination.

     No Public Market for Securities.  Currently,  there is no public market for
our  common  stock and no  assurance  can be given  that an active  market  will
develop or if  developed,  that it will be  sustained.  It is unlikely  that any

                                       18

<PAGE>

market will develop prior to the consummation of a Business Combination. Even if
a Business  Consummation is completed,  there can be no assurance that a trading
market for our securities will ever develop.

     Shares  Eligible for Future Sale.  If all of the Series C Preferred  Shares
and Series B Preferred  Shares are converted  into common  stock,  there will be
more than  16,000,000  shares of common stock issued and  outstanding.  Of which
approximately 5,100,000 are currently sellable under Rule 144 if a public market
existed.  All  remaining  shares,  including  Shares issued to investors in this
Offering,  are  "restricted  securities,"  as that term is  defined  in Rule 144
promulgated  under the Securities Act ("Rule 144") and may only be sold pursuant
to a registration  statement under the Securities Act or an applicable exemption
from  registration  thereunder,  including  exemptions  provided by Rule 144. No
prediction  can be made as to the effect that future sales of common  stock,  or
the  availability  of shares of common stock for future  sale,  will have on the
market price of the common stock prevailing from time to time.

     Risk of  Application  of Penny Stock Rules.  Our common stock is subject to
the penny stock rules as adopted by the Securities and Exchange  Commission (the
"Commission").  The  penny  stock  rules  require  a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document prepared by the Commission that provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker-dealer
and its salesperson in the transaction  and monthly account  statements  showing
the  market  value  of each  penny  stock  held in the  customer's  account.  In
addition,  the penny stock rules require that prior to a transaction  in a penny
stock not  otherwise  exempt  from such  rules,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If our common stock remains subject to the penny stock rules,
investors in the Offering may find it more difficult to sell their shares.

     Probable  Lack of  Business  Diversification.  As a result  of our  limited
resources, in all likelihood, we will have the ability to complete only a single
Business  Combination.  Accordingly,  the  prospects  for  our  success  will be
entirely  dependent  upon the future  performance of a single  business.  Unlike
certain  entities  that  have  the  resources  to  consummate  several  Business
Combinations or entities  operating in multiple  industries or multiple segments
of a single industry, it is highly likely that we will not have the resources to
diversify  our  operations  or benefit from the  possible  spreading of risks or
offsetting  of losses.  Our probable lack of  diversification  may subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to consummation of a Business Combination.  The prospects for
our success may become dependent upon the development or market  acceptance of a
single or  limited  number of  products,  processes  or  services.  Accordingly,

                                       19

<PAGE>

notwithstanding   the  possibility  of  capital  investment  in  and  management
assistance  to the Target  Business by us,  there can be no  assurance  that the
Target Business will prove to be commercially viable.

     No Independent  Appraisal of Potential  Acquisition  Candidates.  We do not
anticipate that we will obtain an independent appraisal or valuation of a Target
Business.  Our  stockholders  will need to rely  primarily  upon  management  to
evaluate a prospective Business Combination.

     Limited Ability to Evaluate  Management of a Target  Business.  Although we
intend to scrutinize  closely the management of a prospective Target Business in
connection  with its  evaluation  of the  desirability  of  effecting a Business
Combination  with  such  Target  Business,  there can be no  assurance  that our
assessment of such management will prove to be correct.

     Selection of a Target Business and  Structuring of a Business  Combination.
Our management will have substantial  flexibility in identifying and selecting a
prospective  Target  Business within the specified  businesses.  In evaluating a
prospective Target Business,  management will consider, among other factors, the
following:  (i) costs associated with effecting the Business  Combination;  (ii)
equity  interest in and opportunity  for control of the Target  Business;  (iii)
growth potential of the Target Business; (iv) experience and skill of management
and  availability of additional  personnel of the Target  Business;  (v) capital
requirements of the Target  Business;  (vi)  competitive  position of the Target
Business;  (vii) stage of development of the Target  Business;  (viii) degree of
current or potential market acceptance of the Target Business;  (ix) proprietary
features and degree of intellectual  property or other  protection of the Target
Business;  (x) the  financial  statements of the Target  Business;  and (xi) the
regulatory environment in which the Target Business operates.

Uncertainty of Competitive Environment of Target Business

     In the event that we succeed in effecting a Business Combination,  we will,
in all likelihood, become subject to intense competition from competitors of the
Target Business. In particular, certain industries which experience rapid growth
frequently  attract  an  increasingly  large  number  of  competitors  including
competitors with increasingly greater financial, marketing, technical, human and
other  resources  than the initial  competitors  in the industry.  The degree of
competition  characterizing  the  industry of any  prospective  Target  Business
cannot presently be ascertained. There can be no assurance that, subsequent to a
Business  Combination,  we will  have  the  resources  to  compete  effectively,
especially to the extent that the Target Business is in a high-growth industry.

Certain Securities Laws Considerations

     Under  the  Federal   securities   laws,   public  companies  must  furnish
stockholders   certain   information  about  significant   acquisitions,   which
information may require  audited  financial  statements for an acquired  company
with respect to one or more fiscal  years,  depending  upon the relative size of
the  acquisition.  Consequently,  we will  only be able  to  effect  a  Business

                                       20

<PAGE>

Combination  with a  prospective  Target  Business  that has  available  audited
financial statements or has financial statements which can be audited.

                       ITEM 3. CONTROLS AND PROCEDURES
               EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     We maintain  disclosure controls and procedures that are designed to ensure
that  information  required  to be  disclosed  in our  Exchange  Act  reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial officer, as appropriate,  to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the  cost-benefit  relationship of possible  controls and
procedures.

     Within  90 days  prior  to the  date  of this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our chief  executive  officer  and chief  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on the  foregoing,  our  chief  executive  officer  and chief
financial  officer  concluded  that  the  Company's   disclosure   controls  and
procedures were effective.

CHANGES IN INTERNAL CONTROLS

     There have not been any significant  changes in our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation.  There were no significant  deficiencies  or material
weaknesses, and therefore no corrective actions were taken for the quarter ended
September 30, 2002.

                            PART II - OTHER INFORMATION

Item 1. Legal  Proceedings.  We are not a party to any legal proceeding.  We did
have a judgment in the amount of $170,705 against us entered in favor of De Lage
Landen  Financial  Services.  We  negotiated  a  settlement  and release of this
judgment by paying $35,000 and issuing De Lage Landen Financial Services 135,705
shares of our common stock.

     In 2001, our subsidiary, Millennium Memory, Inc., a California corporation,
commenced  bankruptcy  proceedings under Chapter 7 of the U.S.  Bankruptcy Code.
The  Chapter 7  proceeding  was  completed  and  Millennium  Memory,  Inc.,  was
liquidated and its liabilities extinguished.

Item 2. Changes in the Rights of the Company's Security Holders.  None.

Item 3. Defaults by the Company on its Senior Securities.  None

                                       21

<PAGE>

Item 4.  Submission  of  Matters  to Vote of  Security  Holders.  No matter  was
submitted  to a vote of the  Company's  security  holders for the quarter  ended
September 30, 2002.

Item 5. Other Information.

Item 6(a). Exhibits. 99.1 Certificate of Chief Executive Officer/Chief Financial
Officer

Item 6(b). Reports on Form 8-K.  None.


                                  SIGNATURE

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


Dated:   November 19th, 2002          MILLENNIUM ELECTRONICS, INC.



                                      By  /s/ Douglas P. Morris
                                          Principal Executive Officer
                                          Principal Financial Officer

                                       22

<PAGE>

         CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER
          PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas P. Morris certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Millennium
Electronics, Inc.;

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

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

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

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal

                                       23

<PAGE>

controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 19th, 2002

/s/ Douglas P. Morris,
Chief Executive Officer and Chief Financial Officer



                                       24