<PAGE>

                                  United States
                       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

                         Commission File Number 0-20791


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



             TEXAS                                       75-1974352
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



    800 West Ninth, Amarillo, Texas                          79101
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)



     806-376-1741                                      FAX 806-376-9301
--------------------------------------------------------------------------------
(Issuer's telephone number, including area code)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X. No  .
                                                                      ---   ---

As of September 30, 2002 there were 8,982,072 shares of the issuer's common
stock outstanding.


                                       1
<PAGE>



                           AMARILLO BIOSCIENCES, INC.


                                      INDEX


<TABLE>
<CAPTION>

                                                                                                  PAGE NO.
                                                                                                  --------
<S>                 <C>                                                                            <C>
PART I:              FINANCIAL INFORMATION

ITEM 1.              Financial Statements

                     Consolidated Balance Sheet - September 30, 2002............................... 3

                     Consolidated Statements of Operations - Nine Months Ended
                     September 30, 2002 and September 30, 2001..................................... 4

                     Condensed Consolidated Statements of Cash Flows - Nine
                     Months Ended September 30, 2002 and 2001...................................... 5

                     Notes to Consolidated Financial Statements.................................... 6


ITEM 2.              Management's Plan of Operations............................................... 7


ITEM 3.              Controls and Procedures....................................................... 10


PART II:             OTHER INFORMATION


ITEM 2.              Changes in Securities and Use of Proceeds..................................... 10


ITEM 6.              Exhibits and Reports on Form 8-K.............................................. 11


Signatures           .............................................................................. 12
</TABLE>







                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.                    FINANCIAL STATEMENTS

                   Amarillo Biosciences, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                   (unaudited)
                               September 30, 2002

<TABLE>
<CAPTION>
ASSETS
<S>                                                                                       <C>
Current assets:
  Cash                                                                                    $      4,488
  Inventory                                                                                     48,639
  Other current assets                                                                           8,524
                                                                                          ------------
Total current assets                                                                            61,651

Property and equipment, net                                                                     75,999
Patents, net of accumulated amortization of $120,970                                           162,087
                                                                                          ------------
Total assets                                                                              $    299,737
                                                                                          ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                                                    $    848,387
      Accrued interest expense                                                                 243,666
      Other accrued expense                                                                      8,544
      Current maturities of mortgage payable                                                     6,253
                                                                                          ------------
Total current liabilities                                                                    1,106,850

Mortgage payable, net of current maturities                                                     76,758
Notes payable to stockholder                                                                 2,000,000
                                                                                          ------------
Total liabilities                                                                            3,183,608

Commitments and contingencies

Stockholders' deficit
  Preferred stock, $.01 par value:
     Authorized shares - 10,000,000
     Issued shares - none                                                                           --
  Common stock, $.01 par value:
     Authorized shares - 20,000,000
     Issued shares - 8,982,072                                                                  89,821
  Additional paid-in capital                                                                18,968,982
  Accumulated deficit                                                                      (21,942,673)
                                                                                          ------------
Total stockholders' deficit                                                                 (2,883,870)
                                                                                          ------------
Total liabilities and stockholders' deficit                                               $    299,737
                                                                                          ============
</TABLE>


See accompanying summary of significant accounting policies and notes to
consolidated financial statements.



                                       3
<PAGE>


                   Amarillo Biosciences, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                NINE MONTHS ENDED
                                                       SEPTEMBER 30,                    SEPTEMBER 30,
                                                   --------------------              ------------------
                                                 2002             2001               2002              2001
                                            -------------------------------------------------------------------
<S>                                         <C>              <C>               <C>                <C>
Revenues:
  Dietary supplement sales                  $    5,591        $        -        $    8,194         $  105,000
  Interferon sales                                   -            50,400                 -            110,900
  Interest income                                   43               437             1,740              1,827
  Sublicense fees                                    -            70,000                 -             70,000
  Federal research grant                             -                 -            48,342                  -
  Other                                          4,920           364,629             6,686            369,226
                                            -------------------------------------------------------------------
                                                10,554           485,466            64,962            656,953

Expenses:
  Cost of sales                                    650                 -               650             82,631
  Research and
   development expenses                         76,152           118,096           287,395            335,637
  Selling, general, and
   administrative expenses                      55,220           172,414           272,593            374,853
  Interest expense                              24,785            24,924            73,186             69,554
                                            -------------------------------------------------------------------
                                               156,807           315,434           633,824            862,675
                                            -------------------------------------------------------------------

Income (loss) before income taxes             (146,253)          170,032          (568,862)          (205,722)
Income tax expense                                   -                 -                 -                  -
                                            -------------------------------------------------------------------
Net income (loss)                           $ (146,253)       $  170,032        $ (568,862)       $  (205,722)
                                            ===================================================================
Basic and diluted income (loss)
  per share                                 $    (0.02)       $     0.02        $    (0.06)       $     (0.03)
                                            ===================================================================
Weighted average shares outstanding          8,923,011         7,863,924         8,846,145          7,828,454
                                            ===================================================================
</TABLE>


See accompanying summary of significant accounting policies and notes to
consolidated financial statements.



                                       4
<PAGE>


                   Amarillo Biosciences, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             NINE MONTHS ENDED
                                                                               SEPTEMBER 30,
                                                                  -----------------------------------------
                                                                         2002                   2001
                                                                  --------------------    -----------------
<S>                                                               <C>                     <C>
Net cash used in operating activities                             $   (549,220)           $  (334,939)
                                                                  --------------------    -----------------
Cash provided by (used in) investing activities                        (25,473)                     -
                                                                  --------------------    -----------------
  Repayments of notes payable                                           (4,297)                     -
  Proceeds from mortgage loan                                                -                 90,000
  Proceeds from sublicense fees                                              -                 70,000
  Issuance of common stock                                             475,080                 26,200
                                                                  --------------------    -----------------
     Net cash provided by financing activities                         470,783                186,200
                                                                  --------------------    -----------------
Net increase (decrease) in cash                                       (103,910)              (148,739)
                                                                  --------------------    -----------------
Cash at beginning of period                                             68,318                341,983
                                                                  --------------------    -----------------
Cash at end of period                                             $      4,488            $   193,244
                                                                  ====================    =================
Supplemental Disclosure of Cash Flow Information                  $          -            $         -
                                                                  ====================    =================
Cash paid for interest                                            $      6,407            $         -
                                                                  ====================    =================
</TABLE>


See accompanying summary of significant accounting policies and notes to
consolidated financial statements.



                                       5
<PAGE>




[PG NUMBER]

                   AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of presentation. The accompanying consolidated financial statements,
     which should be read in conjunction with the consolidated financial
     statements and footnotes included in the Company's Form 10-KSB for the year
     ended December 31, 2001 filed with the Securities and Exchange Commission,
     are unaudited, but have been prepared in accordance with accounting
     principles generally accepted in the United States for interim financial
     information. Accordingly, they do not include all of the information and
     footnotes required by accounting principles generally accepted in the
     United States for complete financial statements. In the opinion of
     management, all adjustments (consisting only of normal recurring
     adjustments) considered necessary for a fair presentation have been
     included.

     Operating results for the nine months ended September 30, 2002 are not
     necessarily indicative of the results that may be expected for the full
     year ending December 31, 2002.

2.   Loss per share. Loss per share is computed based on the weighted average
     number of common shares outstanding.

3.   Private placement. The Company completed a private placement in January
     2002 pursuant to which it sold 1,000,000 shares of its voting common stock
     at $0.50 per share, for a total of $500,000. After deducting selling
     commission of $45,000 paid to First Island Capital, Inc., and other
     offering costs of $5,000, the net amount available to the Company was
     $450,000.


     On July 15, 2002, the Company commenced a private placement offering which
     is still ongoing. As of September 30, 2002, the Company had sold 69,667
     unregistered shares of its voting common stock at a price of $0.36 per
     share, generating $25,080 in cash, and an additional 12,000 shares were
     sold in October 2002, generating $4,320, for a total of $29,400.

4.   Supply agreements. On May 24, 2002, the Company entered into a supply
     agreement with Majsons Corp., whereby the Company will supply anhydrous
     crystalline maltose exclusively to Majsons Corp., for incorporation into
     products to be sold in Pakistan.

     On June 6, 2002, the Company entered into a supply agreement with STC
     International, Inc., whereby the Company will supply anhydrous crystalline
     maltose exclusively to STC International Inc., for incorporation into
     products to relieve dry mouth to be sold in Taiwan and Peoples Republic of
     China.

     On June 18, 2002, the Company entered into a supply agreement with Global
     Damon Pharm./Damon Pharm. Limited, whereby the Company will supply
     anhydrous crystalline maltose exclusively to Global Damon, for
     incorporation into products to relieve dry mouth to be sold in Korea.



                                       6
<PAGE>

     On July 12, 2002, the Company executed a license and supply agreement with
     African Health Solutions, LLC, (AHS) Greenville, Delaware providing the
     rights to oral low-dose interferon alpha for the treatment of hepatitis B
     patients in Africa. AHS obtained the right to perform clinical trials,
     distribute and market the product in 50 African countries. The Company
     shall receive a percent of all gross revenues received by AHS.

     On July 24, 2002, the Company executed a supply agreement with Rejuvena
     Distribution, LLC, Fort Worth, Texas whereby the Company will supply
     anhydrous crystalline maltose (trade name "Maxisal(TM)") for incorporation
     into products to relieve dry mouth to be sold in the USA and Canada.

     Effective August 20, 2002, the Company entered into an option agreement to
     test and evaluate transgenic potato that expresses human interferon alpha,
     developed by the following inventors, Hayashibara Biochemical Laboratories,
     Inc., of Okayama, Japan, Dr. Chihiro Sugimoto, Dr. Takeshi Matsumura,
     Hokkaido Green-Bio Institute, and Hokuren Federation of Agricultural
     Cooperatives all of Hokkaido, Japan. This agreement will remain exclusive
     for a 12-month period.

5.   Subsequent event. Effective November 1, 2002 the Company executed a
     Promissory Note for $45,000 payable to an individual stockholder. The
     Promissory Note accrues interest at the rate per year that will be the
     lesser of 3% in excess of the prime interest rate published from time to
     time in the Wall Street Journal, adjusted on the first day of each calendar
     month based on such rate then in effect, or the maximum nonusurious rate of
     interest permitted by applicable law. Accrued interest is payable monthly,
     in arrears and the entire principal amount is payable October 31, 2004.

ITEM 2.                    MANAGEMENT'S PLAN OF OPERATIONS

The Company's Management has developed a Plan of Operations for 2002. The
Company continues to engage in research and development activities focused on
developing biologics for the treatment of human and animal diseases. The Company
has not commenced any significant product commercialization and, until such time
as it does, will not generate significant product revenues. The Company's
accumulated deficit has continued to grow, from $21,373,811 at December 31, 2001
to $21,942,673 at September 30, 2002. Operating losses are expected to continue
for the foreseeable future and until such time as the Company is able to attain
sales levels sufficient to support its operations.

As of September 30, 2002, the Company had current assets of $61,651 including
cash in the amount of $4,488. The Company will need to raise additional capital
in order to implement its plan of operations.

During the next 12 months the Company will continue its research and development
activities, as well as the activities necessary to develop commercial
partnerships and licenses and to continue nutraceutical sales. The Company's
expenditure of financial resources during this period will fall principally into
five broad categories, as follows: Research and Development; Personnel;


                                       7
<PAGE>

Consulting and Professional (other than legal and accounting); Legal and
Accounting; and Public Relations, Investor Relations and Shareholder Relations.
The Company's expectations and goals with respect to these categories are
addressed separately below, by category.

REVENUES FROM SALES OF DIETARY SUPPLEMENT: The Company had sales of anhydrous
crystalline maltose (ACM), marketed locally as Maxisal(TM), generating $8,194 in
the first nine months of 2002.

REVENUES FROM INTERFERON SALES: There have been no interferon sales in 2002.

RESEARCH AND DEVELOPMENT: Until it achieves commercial product sales, the
Company's business is research and development, and this is the area in which
the Company's principal efforts will be expended during 2002. The Company has
budgeted approximately $94,000 for expenditure in the fourth quarter of 2002,
and the expenditure of this amount will be subject to raising additional funds.
The Company expended $287,395 in the first nine months of 2002 for specific
research and development projects; such amount includes expenditures described
under other categories below.

PERSONNEL: In addition to its intellectual property, the Company's principal
assets are its personnel. The Company has been successful in controlling its
personnel costs, both by maintaining its principal location in Amarillo, Texas,
and by ensuring maximum efficiency and utilization of existing personnel. The
Company has budgeted approximately $88,000 for personnel expenses during the
fourth quarter of 2002, including salaries, payroll taxes, group health, and
liability insurance. Also, in lieu of cash compensation, the Company may issue
stock options or other equity instruments to selected employees in fiscal 2002.
The Company expended $328,898 for personnel in the first nine months of 2002.

At the present time, the President and CEO of the Company, Joseph M. Cummins, is
also serving as the Company's Chief Financial Officer (CFO).

CONSULTING AND PROFESSIONAL (EXCEPT LEGAL AND ACCOUNTING): The Company has
budgeted approximately $1,700 for expenditure on professional consultants for
the remainder of 2002. Consulting fees are expected to be paid to a number of
independent consultants in connection with the operation of the Company and to
certain directors who perform specific consulting tasks at the Company's
request. The Company will continue to use the services of consultants to
complement the Company's small full-time staff, where such is a more efficient
utilization of the Company's resources. The Company expended $6,059 in the first
nine months of 2002 for consulting and professional fees.

LEGAL AND ACCOUNTING: Although the Company is not involved in litigation, it has
budgeted legal expenses of approximately $15,000 for the fourth quarter of 2002.
Approximately 20% of the Company's legal expenditures will be for preparation
and filing of patents and for maintenance of existing patents in a number of
countries. Other legal expenses will be related to compliance with laws and
regulations affecting public companies, licensing and contracting, and general
corporate matters. The Company does not presently have an in-house legal staff,
nor does it intend to put such a staff in place in 2002. The Company has
budgeted approximately $3,000 for accounting expenses for the fourth quarter of
2002 and expects to use Malone & Bailey, PLLC as its


                                       8
<PAGE>

independent auditors. The Company incurred $34,997 for legal and $17,669 for
accounting fees in the first nine months of 2002.

PUBLIC RELATIONS, INVESTOR RELATIONS AND SHAREHOLDER RELATIONS: The Company has
budgeted approximately $1,500 for public relations, investor relations and
shareholder relations during the remainder of 2002. The Company has also
budgeted sufficient amounts to maintain its comprehensive web site
(www.amarbio.com).

LIQUIDITY NEEDS: At September 30, 2002, the Company had available cash of
approximately $4,488. The Company's continued losses and lack of liquidity
indicate that the Company may not be able to continue as a going concern for a
reasonable period of time. The Company's ability to continue as a going concern
is dependent upon several factors including, but not limited to, the Company's
ability to generate sufficient cash flow to meet its obligations on a timely
basis, obtain additional financing and continue to obtain supplies and services
from its vendors. The Company completed a private placement in January 2002
pursuant to which it raised $450,000, net of offering costs and currently has an
ongoing private placement in effect which has raised $29,400 to date; however,
the Company will need to raise additional funds in order to fully execute its
2002 Plan. The Company is presently negotiating with human health and animal
health commercial development partners in various regions of the world including
the United States, Canada and Europe. The Company believes that one or more of
these agreements will be executed during 2002. These agreements could generally
include provisions for the commercial partner to pay ABI a technology access
fee, could include payments for a portion of the clinical trial expenses, could
include payment obligations to ABI upon the accomplishment of certain defined
tasks and/or could provide for payments relating to the future sales of
commercial product. These agreements could be an important source of funds for
ABI. However, there can be no assurance that the Company will be successful in
obtaining additional funding from either human health and animal health
commercial development partners or private investors. If the Company is not
successful in raising additional funds, it will need to significantly curtail
clinical trial expenditures and to further reduce staff and administrative
expenses and may be forced to cease operations.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Plan of Operations and elsewhere in this report
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include,
without limitation, any statement that may predict, forecast, indicate or imply
future results, performance, achievements, costs or expenses and may contain
words such as "believe," "anticipate," "expect," "estimate," "project,"
"budget," or words or phrases of similar meaning. Forward-looking statements
involve risks and uncertainties which may cause actual results to differ
materially from those projected in the forward-looking statements. Such risks
and uncertainties are detailed from time to time in reports filed by the Company
with the Securities and Exchange Commission, including Forms 8-K, 10-QSB and
10-KSB and include among others the following: promulgation and implementation
of regulations by the U.S. Food and Drug Administration ("FDA"); promulgation
and implementation of regulations by foreign governmental instrumentalities with
functions similar to those of the FDA; costs of research and development and
clinical trials, including without limitation, costs of clinical supplies,



                                       9
<PAGE>

packaging and inserts, patient recruitment, trial monitoring, trial evaluation
and publication; and possible difficulties in enrolling a sufficient number of
qualified patients for certain clinical trials. The Company is also dependent
upon a broad range of general economic and financial risks, such as possible
increases in the costs of employing and/or retaining qualified personnel and
consultants and possible inflation which might affect the Company's ability to
remain within its budget forecasts. The principal uncertainties to which the
Company is presently subject are its ability to raise operating capital,
uncertainties regarding the terms and timing of one or more commercial partner
agreements and its ability to continue as a going concern.

The risks cited here are not exhaustive. Other sections of this report may
include additional factors which could adversely impact the Company's business
and future prospects. Moreover, the Company is engaged in a very competitive and
rapidly changing industry. New risk factors emerge from time to time and it is
not possible for management to predict all such risk factors, nor can it assess
the impact of all such risk factors on the Company's business, or the extent to
which any factor or combination of factors may cause actual results to differ
materially from those projected in any forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future events.

ITEM 3.                    CONTROLS AND PROCEDURES

Based on the evaluation by Dr. Joseph M. Cummins, chief executive officer and
chief financial officer of the company, of the effectiveness of the company's
disclosure controls and procedures conducted as of a date within 90 days of the
filing date of this quarterly report, Dr. Cummins concluded that, as of the
evaluation date, (i) there were no significant deficiencies or material
weaknesses of the company's disclosure controls and procedures, (ii) there were
no significant changes in the internal controls or in other factors that could
significantly affect internal controls subsequent to the evaluation date, and
(iii) no corrective actions were required to be taken.

                           PART II - OTHER INFORMATION

ITEM 2.                    CHANGES IN SECURITIES AND USE OF PROCEEDS.

The Company's common stock is currently traded on the Over the Counter Bulletin
Board. The Company sold 1,069,667 shares of its voting common stock in January,
August and September 2002 to six investors, raising an aggregate of $475,080, as
follows:




                                       10
<PAGE>


<TABLE>
<CAPTION>
                                             NUMBER OF             PROCEEDS TO
                     DATE                   SHARES SOLD             COMPANY
                     ----                   -----------            -----------
<S>                                          <C>                     <C>
               January 25, 2002              1,000,000               $450,000

               August 16, 2002                  11,111                 $4,000

               September 16, 2002                3,000                 $1,080

               September 23, 2002               41,667                $15,000

               September 25, 2002               13,889                 $5,000
                                             ---------               --------
               Total                         1,069,667               $475,080
</TABLE>


There was no principal underwriter for the offering. The offering was conducted
in accordance with Regulation D promulgated under the Securities Act of 1933
(the "Act"). The offering was not registered, in reliance upon the exemption
afforded by Rule 506 of Regulation D, promulgated under the Act, and a notice on
Form D was timely filed with the Securities and Exchange Commission. The total
offering price of the securities sold was $525,080, and after deducting selling
commission of $45,000 paid to First Island Capital, Inc., and other offering
costs of $5,000, in connection with the January 25, 2002 sale; the total net
amount available to the Company was $475,080.


ITEM 6.                    EXHIBITS AND REPORTS ON FORM 8-K.

     a.   Exhibits: None

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




                                       11
<PAGE>



                                   SIGNATURES



     Pursuant to the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    AMARILLO BIOSCIENCES, INC.


Date: November 13, 2002             By:   /s/ Joseph M. Cummins
                                        --------------------------------------
                                          Joseph M. Cummins
                                          President, Chief Executive Officer
                                          and Chief Financial Officer



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amarillo Biosciences, Inc. on Form
10-QSB for the period ended September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.



Date: November 13, 2002             By:   /s/ Joseph M. Cummins
                                       ----------------------------------------
                                          Joseph M. Cummins
                                          President, Chief Executive Officer
                                          and Chief Financial Officer



                                       12

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

                                  CERTIFICATION


         I, Joseph M. Cummins, certify that:

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

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

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

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and 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 of 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. As the registrant's certifying officer I have disclosed, based on
the most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's 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 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.

         6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 13, 2002                    /s/ Joseph M. Cummins
                                    --------------------------------------------
                                    Name:  Joseph M. Cummins
                                    Title: President and Chief Executive Officer
                                           and Chief Financial Officer




                                       13