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


                                   FORM 10-QSB


                Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.


               For the quarterly period ended: September 30, 2002
                          Commission File No. 001-15819


                               Activeworlds Corp.
                               ------------------
        (Exact name of small business issuer as specified in its charter)


                Delaware                                  13-3883101
                --------                                  ----------
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                  Identification Number)

                              85 Mountainside Trail
                           Cortland Manor, N.Y. 10567
                                 (914) 737-6883
                                 --------------
                          (Address and telephone number
                         of principal executive offices)



State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

We had 5,319,790 shares of our common stock outstanding as of November 18, 2002.

Transitional Small Business Disclosure Format (check one):    Yes [ ]  No [X]

<PAGE>

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                              Page
                         PART I - FINANCIAL INFORMATION

<S>                                                                                                           <C>
ITEM 1.    Financial Statements

           Condensed Consolidated Balance Sheets
                as of June 30, 2002 (unaudited) and December 31, 2001                                           1

           Condensed Consolidated Statements of Income
                for the three and six months ended June 30, 2002 and 2001 (unaudited)                           2

           Condensed Consolidated Statements of Cash Flows
                for the six months ended June 30, 2002 and 2001 (unaudited)                                     3

           Notes to unaudited condensed consolidated interim financial statements                             4 - 7

ITEM 2.    Management's Discussion and Analysis of Interim Financial
                Condition and Results of Operations                                                           8 - 9

ITEM 3.    Controls and Procedures                                                                              9


                           PART II - OTHER INFORMATION


ITEM 1.    Legal Proceedings                                                                                    9

ITEM 2.    Change in Securities                                                                                 9

ITEM 3.    Defaults upon Senior Securities                                                                      9

ITEM 4.    Submission of Matters to a Vote of Security Holders                                                  9

ITEM 5.    Other Information                                                                                    9

ITEM 6.    Exhibits and Reports on Form 8-K                                                                    10
</TABLE>



<PAGE>
                        PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

                               ACTIVEWORLDS CORP.

                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                        September 30,     December 31,
                                                                                            2002              2001 *
                                                                                            ----              ------
                                                                                         (Unaudited)
                                     Assets

Current assets
<S>                                                                                      <C>              <C>
    Cash                                                                                 $   402,535      $ 1,840,430
    Accounts receivable, trade                                                                    --              774
    Due from Activeworlds, Inc.                                                                6,916               --
    Prepaid expenses and other                                                                22,156           42,950
    Investments                                                                                   --           65,307
                                                                                         -----------      -----------
              Total current assets                                                           431,607        1,949,461
                                                                                         -----------      -----------
Property and equipment, at cost
    Leasehold improvements                                                                        --           27,334
    Equipment and fixtures                                                                        --          395,141
                                                                                         -----------      -----------
                                                                                                  --          422,475
    Less: accumulated depreciation and amortization                                               --          181,341
                                                                                         -----------      -----------
              Property and equipment, net                                                         --          241,134
                                                                                         -----------      -----------
              Total assets                                                               $   431,607      $ 2,190,595
                                                                                         -----------      -----------

                      Liabilities and Stockholders' Equity
Current liabilities
    Current portion - capital lease                                                      $        --      $       878
    Accounts payable                                                                          56,611           21,287
    Accrued liabilities                                                                           --           52,857
    Deferred revenue                                                                              --          185,665
                                                                                         -----------      -----------
              Total current liabilities                                                       56,611          260,687
                                                                                         -----------      -----------
Commitments and contingencies

Stockholders' equity
    Preferred stock, $.001 par value,  500,000 shares  authorized,  no shares issued
      or outstanding                                                                              --               --
    Common stock, $.001 par value,  50,000,000 shares  authorized,  5,319,790 shares
      issued and outstanding                                                                   5,320            8,515
    Additional paid-in capital                                                             6,344,393        6,344,393
    Note receivable for shares issued                                                             --           (6,500)
    Treasury stock                                                                          (867,664)        (118,403)
    Accumulated deficit                                                                   (5,107,053)      (4,232,627)
    Accumulated other comprehensive income (loss)                                                 --          (65,470)
                                                                                         -----------      -----------
              Total stockholders' equity                                                     374,996        1,929,908
                                                                                         -----------      -----------
              Total liabilities and stockholders' equity                                 $   431,607      $ 2,190,595
                                                                                         -----------      -----------
</TABLE>

*Derived from audited financial statements

See notes to consolidated financial statements

                                       1
<PAGE>

                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Operations


<TABLE>
<CAPTION>

                                                    Three Months Ended                Nine Months Ended
                                                       September 30                      September 30
                                                       ------------                      ------------

                                                  2002              2001            2002             2001
                                                  ----              ----            ----             ----
                                                       (Unaudited)                       (Unaudited)

<S>                                           <C>              <C>              <C>              <C>
Revenues                                      $    11,452      $   115,482      $   268,956      $   378,152
                                              -----------      -----------      -----------      -----------
Operating expenses
    Selling, general and administrative
   expenses                                       204,119          537,664          939,806        1,967,131
    Research and development expenses              10,039           99,756          218,397          217,009
                                              -----------      -----------      -----------      -----------
              Total operating expenses            214,158          637,420        1,158,203        2,184,140

    Loss from operations                         (202,706)        (521,938)        (889,247)      (1,805,988)

Interest income                                     2,171           19,169           14,821           90,675
                                              -----------      -----------      -----------      -----------
    Income (loss) before (provision for)
      benefit from income taxes                  (200,535)        (502,769)        (874,426)      (1,715,313)

(Provision for) benefit from income taxes              --               --               --               --
                                              -----------      -----------      -----------      -----------
    Net loss                                     (200,535)        (502,769)        (874,426)      (1,715,313)

Other comprehensive income (loss) -
    unrealized (losses) on securities                  --          (65,470)              --          (65,470)
                                              -----------      -----------      -----------      -----------
    Comprehensive income (loss)               $  (200,535)     $  (568,239)     $  (874,426)     $(1,780,783)

Earnings (loss) per share of common stock
    Basic                                     $     (.036)     $     (.067)     $     (.116)     $     (.201)
                                              -----------      -----------      -----------      -----------
</TABLE>

See notes to consolidated financial statements

                                       2
<PAGE>

                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>

                                                                                        Nine Months Ended
                                                                                           September 30
                                                                                           ------------
                                                                                      2002              2001
                                                                                      ----              ----
                                                                                          (Unaudited)

Operating activities
<S>                                                                               <C>              <C>
    Net loss                                                                      $  (874,426)     $(1,715,313)
    Adjustment to reconcile net loss to net cash used in
      operating activities
       Depreciation and amortization                                                   18,405           52,262
       Contract billing adjustment                                                         --          216,880
       Options issued for compensation and services                                        --           13,500
       Contracts in progress in excess of billings                                         --           91,857
       Changes in operating assets and liabilities which provided (used) cash
          Accounts receivable                                                             774           (6,223)
          Advances to officer/employees                                                    --             (939)
          Due from Activeworlds, Inc.                                                  (6,916)              --
          Prepaid expenses                                                             20,794          194,155
          Accounts payable                                                             35,324          (35,818)
          Accrued liabilities                                                         (52,857)         (26,191)
          Deferred revenue                                                                 --           32,958
                                                                                  -----------      -----------
              Net cash used in operating activities                                  (858,902)      (1,182,872)
                                                                                  -----------      -----------
Investing activities
    Purchases of equipment and leasehold improvements                                  (1,434)         (51,952)
                                                                                  -----------      -----------
              Net cash used in investing activities                                    (1,434)         (51,952)
                                                                                  -----------      -----------
Financing activities
    Payments on capital lease obligation                                                 (878)          (7,583)
    Purchase of Treasury stock                                                       (576,681)              --
                                                                                  -----------      -----------
              Net cash used in financing activities                                  (577,559)          (7,583)
                                                                                  -----------      -----------
Net decrease in cash                                                               (1,437,895)      (1,242,407)
Cash at beginning of period                                                         1,840,430        3,491,818
                                                                                  -----------      -----------
              Cash at end of period                                               $   402,535      $ 2,249,411
                                                                                  -----------      -----------

Supplemental disclosure information
    Cash paid for interest during the period                                      $        --      $       356
                                                                                  -----------      -----------
    Cash paid for income taxes during the period                                  $        --      $        --
                                                                                  -----------      -----------
Supplemental schedule of non cash investing and financing activities
       Common stock received in lieu of cash on contracts receivable              $        --      $   130,770
                                                                                  -----------      -----------
       Non-cash items in connection with the sale of subsidiary                   $  (175,775)     $        --
                                                                                  -----------      -----------
</TABLE>

See notes to consolidated financial statements

                                       3

<PAGE>

Note 1 -      Basis of presentation

              The accompanying 2002 and 2001 unaudited interim consolidated
              financial statements included herein have been prepared by
              Activeworlds Corp. ("the Company"), without audit, pursuant to the
              rules and regulations of the Securities and Exchange Commission
              (the "SEC"). Certain information and footnote disclosures normally
              included in financial statements prepared in accordance with
              accounting principles generally accepted in the United States of
              America have been condensed or omitted pursuant to such rules and
              regulations. However, the Company believes that the disclosures
              are adequate to prevent the information presented from being
              misleading. These financial statements should be read in
              conjunction with the financial statements and the notes thereto
              included in the Company's Form 10-KSB, which contains financial
              information for the years ended December 31, 2001 and 2000.

              The information provided in these financial statements reflects
              all adjustments (consisting solely of normal recurring accruals)
              that are, in the opinion of management, necessary to present
              fairly the results of operations for this period. The results for
              this period are not necessarily indicative of the results to be
              expected for the full year.

              The consolidated financial statements include the accounts of the
              Company and its wholly-owned subsidiary.

              The Company suffered a substantial consolidated net loss during
              the year ended December 31, 2001 and has net capital at December
              31, 2001 in an amount less than its net loss for 2001. The Company
              expended significant funds towards its marketing effort and for
              investments in people to expand the Company's revenue during 2001.
              These costs continued to impact operating results during the nine
              months ended September 30, 2002. As discussed more fully in note
              7, the Company has completed the sale of its existing business as
              part of the sale of its wholly-owned subsidiary, Activeworlds,
              Inc. Management is exploring future business opportunities to best
              utilize Company assets.

Note 2 -      Deferred revenue

              Deferred revenue consists of the following:

                                       September 30,  December 31,
                                           2002           2001
                                       (Unaudited)

              Deferred memberships      $     --       $ 71,293
              Advances on royalties           --         24,227
              Deferred licenses               --         90,145
                                        --------       --------

                                        $     --       $185,665
                                        --------       --------
Note 3 -      Income taxes

              At September 30, 2002, the Company has a net operating loss
              carryforward of approximately $4,680,000 that may be used to
              offset future taxable income.

              An allowance has been established for the full amount of gross
              deferred tax assets of approximately $1,872,000 due to the
              uncertainty of utilizing the deferred taxes in the future.

                                       4
<PAGE>

Note 4 -      Net (loss) per share of common stock

              The number of shares on which the basic net (loss) per share of
              common stock has been calculated is as follows:



                        Periods
              --------------------------------                Weighted Average
              Three Months Ended September 30,                Number of Shares
              --------------------------------                ----------------
                        (Unaudited)

                            2002                                   5,632,388

                            2001                                   8,515,235


                                                               Weighted Average
               Nine Months Ended September 30,                 Number of Shares
               -------------------------------                 ----------------
                        (Unaudited)

                            2002                                   7,543,726

                            2001                                   8,515,235

              Diluted net (loss) per share of common stock has not been
              presented for the three and nine months ended September 30, 2002
              and 2001 since the effect of including the stock options and
              warrants outstanding would be antidilutive.

Note 5 -      Long-term contracts

              In 1999, the Company entered into a significant long-term
              contract. Revenue from the contract was recognized as the phases
              were accepted by the customer. At December 31, 1999, the Company
              had not completed a phase under the contract and contract payments
              received were recognized as deferred revenue. At December 31,
              2000, as the contract developed and more reliable estimates were
              available, the percentage-of-completion method of accounting was
              determined to be the preferable method of accounting for long-term
              contracts. Under the percentage-of-completion method of
              accounting, costs and estimated gross margins are recorded as
              revenue as work is performed based on the percentage that incurred
              costs bear to estimated total costs utilizing the most recent
              estimates of costs. Billings on the contract are recorded as
              advance billings until the contract is substantially completed. As
              of September 30, 2002 and December 31, 2001, costs and estimated
              gross margin on the contract in excess of advanced billings was
              $-0- as there was not any significant work in progress as of those
              dates.

Note 6 -      Revenue Sharing Agreement - litigation

              During 2000, the Company entered into an agreement with an
              internet on-line service provider to promote and market the
              Activeworlds Corp. services to the service provider's members. The
              term of the agreement was one year. Revenue from new members
              generated under the agreement is shared equally. The agreement
              required Activeworlds Corp. to make four quarterly installments in
              the amount of $112,500 each as a guarantee against further

                                       5
<PAGE>

              revenues earned from memberships derived from the on-line
              provider. As of September 30, 2002 and December 31, 2001, the
              Company made three installments in the total amount of $337,500.
              Approximately $18,039 was received from memberships under the
              contract as of December 31, 2001. The contract expired in 2001.
              The Company is currently in litigation regarding adjustments to
              the contract due to the lack of registrations received under the
              agreement. At this time the outcome of the litigation process
              cannot be determined.

Note 7 -      Sale of subsidiary (Activeworlds, Inc.)

              On July 10, 2002 Activeworlds Corp. entered into an Agreement and
              Plan of Exchange (the "Agreement"). Under the Agreement, the
              Company agreed to sell all of the issued and outstanding shares of
              common stock of its subsidiary, Activeworlds, Inc. to the
              Company's management as of the date of the Agreement (the "Former
              Management"). The Former Management agreed to sell the Company
              2,595,445 shares of the Company's common stock representing
              approximately 30% of the outstanding shares. Under the Agreement,
              the Former Management resigned, terminated their employment
              agreements and assumed all expenses associated with the business
              of Activeworlds, Inc., and the Company agreed to pay Former
              Management $425,000 and up to $15,000 of their legal fees. At the
              same time, in a separate transaction, Former Management agreed to
              sell 1,000,000 shares of common stock to a 10% stockholder (the
              "Stockholder"), contingent upon closing the transactions under the
              Agreement. The Agreement is subject to the approval of a majority
              of the outstanding shares of common stock of the Company. The
              Former Management issued irrevocable proxies to the Stockholder
              who has the power to vote a majority of outstanding shares and
              intends to vote in favor of sale of Activeworlds, Inc. to the
              Former Management. On September 9, 2002 the sale of Activeworlds,
              Inc. was approved by the consent of the majority of outstanding
              shares of common stock and the transactions under the Agreement
              closed. In accordance with the terms of the agreement, the
              subsidiary was sold to the Former Management effective as of the
              date of the Agreement (July 10, 2002).

              Noncash items in connection with the sale of the subsidiary are as
              follows:

<TABLE>
<CAPTION>
<S>                                                                                  <C>

              Property and equipment (net of accumulated  depreciation  of
                $199,746)                                                            $      (224,163)
              Investment in ASCM                                                             (65,307)
              Unrealized loss on investment in ASCM                                          (65,407)
              Deferred revenue                                                               185,602
              Note receivable for shares issued                                               (6,500)
                                                                                     ---------------
                                                                                     $      (175,775)
</TABLE>

Note 8 -      Issuance of common stock warrants

              On August 27, 2002 the Company issued 300,000 common stock
              warrants to the Stockholder in connection with a contract to
              provide consulting services. The common stock warrants are
              exercisable for five years and can be exercised at $.06 per share,
              the fair market value of the stock at the date of the agreement.

                                       6
<PAGE>

Note 9 -      Issuance of common stock options

              On July 15, 2002, two members of the Board of Directors received
              200,000 stock options and another board member, Mr. Sean Deson,
              the Company's current president, received 100,000 stock options of
              the Company. Mr. Deson cancelled his options for no consideration
              out of concern for existing stockholders. The options expire on
              July 15, 2007 and are exercisable at the fair market value of the
              stock at the date of the agreement.

Note 10 -     Pro forma information

              On July 10, 2002, the Company sold Activeworlds, Inc. to Former
              Management (see note 7). The Company currently has limited
              activity after the sale of the subsidiary. As required, the
              following schedule provides pro forma financial information for
              the periods presented as though the sale of the subsidiary
              occurred at the beginning of the periods.

<TABLE>
<CAPTION>

                                                         Three Months Ended          Nine Months Ended
                                                            September 30                September 30
                                                            ------------                ------------
                                                         2002          2001          2002          2001
                                                         ----          ----          ----          ----
                                                            (Unaudited)                 (Unaudited)

<S>                                                    <C>           <C>           <C>           <C>
              Revenues                                 $     --      $     --      $     --      $     --
                                                       --------      --------      --------      --------

              General and administrative                  7,500         7,500        30,000        30,000
                                                       --------      --------      --------      --------

              Loss from operations                       (7,500)       (7,500)      (30,000)      (30,000)

              Interest income                             2,000         4,000         6,000        12,000
                                                       --------      --------      --------      --------

                        Loss before (provision
                         for) benefit from income        (5,500)       (3,500)      (24,000)      (18,000)
                         taxes
              (Provision  for) benefit from income           --            --            --            --
              taxes

                        Net loss                       $ (5,500)     $ (3,500)     $(24,000)     $(18,000)
                                                       --------      --------      --------      --------

              Loss per share of common stock
                  Basic                                $  (.001)     $  (.001)     $  (.003)     $  (.002)
                                                       --------      --------      --------      --------
</TABLE>


                                       7
<PAGE>

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

         The following discussion of our financial condition and results of
operations should be read together with the financial statements and related
notes included in this Report. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in those forward-looking statements as a
result of certain factors, including, but not limited to, those contained in the
discussion on forward-looking statements that follows this section.

Overview

         The discussion below is based upon the historical financial operations
of the Company as required by the rules of the SEC. On September 9, 2002, we
sold Activeworlds, Inc. to the Former Management. Effective July 10, 2002 when
the Agreement was signed, the Former Management began operating the business of
Activeworlds, Inc. While technically the results of operations prior to that
date are included in the Company's results of operations for the current
quarter, the Company's cash resources were not used to support the losses of
Activeworlds, Inc. which had continued at least through July 10th. We did,
however, make payments to the Former Management equal to their former salaries
which payments were a credit against the sums due to them under the Agreement.


Results of Operations

         Net Revenues. During the quarter ended June 30, 2002, net revenues were
$11, 452 which was a substantial decrease from $115,482 for the same period in
2001. This resulted from the sale of Activeworlds, Inc. effective as of July 10,
2002. For the nine months ended September 30, 2002, net revenues were $268,956
in contrast to $378,152 for the same period in 2001.

         Expenses. Operating expenses were $214,158 for the quarter ended
September 30, 2002 in contrast to $637,420 for the same quarter in 2001. Total
operating expenses for the nine months ended September 30, 2002 were $1,158,203
or an almost 50% reduction from the $2,184,140 for the same period in 2001

         Net Loss. The Company sustained a net loss for the three months of
$200,535 in contrast to a net loss of $502,769 for the same period in 2001. For
the nine months ended September 30, 2002, the Company's net loss of $874,426 was
in contrast to a net loss of $1,715,313 for the same period in 2001.

Liquidity and Capital Resources

         For the nine months ended September 30, 2002, net cash used in
operating activities was $858,902 versus $1,182,872 for the same period in 2001.

         In the nine months ended September 30, 2002, the Company used $1,434 in
investing activities while in the same period in 2001, we used $51,952.

         For the nine months ended September 30, 2002, the Company used net cash
of $577,559 in financing activities in contrast to $7,583 in the same period in
2001. The change occurred almost solely as a result of the Company's purchase of
shares of common stock from the Former Management.

         At September 30, 2002, the Company's cash balance was $402,535.
Although we have limited cash on hand, we believe cash is sufficient for the
next 12 months because we have no business operations and only minimal costs.
However, we are actively looking to acquire an existing business in order to
provide an opportunity to create stockholder value. Depending upon the business
and financial condition of any company we acquire, we may need future financing.


                                       8
<PAGE>

Forward-Looking Statements

         The statement made above relating to the adequacy of our working
capital is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act of 1995. The statements that express the
"belief", "anticipation", "plans", "expectations", "will" and similar
expressions are intended to identify forward-looking statements.

         The results anticipated by any or all of these forward-looking
statements might not occur. Important factors, uncertainties and risks that may
cause actual results to differ materially from these forward-looking statements
include (1) our ability to complete an acquisition and (2) the business and
financial condition of any company we acquire. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as the result
of new information, future events or otherwise.

ITEM 3.  CONTROLS AND PROCEDURES

In accordance with Section 302 of the Sarbanes-Oxley Act of 2002 and the rules
thereunder, our chief executive officer and chief financial officer (who is the
same person) reviewed our disclosure controls and procedures. This review was
completed within the time required by law. Because of our inactive status, one
person is our sole officer and director. Accordingly, this review was not
reported to the board of directors in the sense contemplated by this Item.
Based upon this review, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures are effective and
are sufficient to meet the requirements for this report.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date we carried out this
evaluation. Previously, when we were engaged in the operation of a business, we
had a bookkeeper report to our then chief financial officer and we had an
independent board of directors.

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

        Not applicable.

Item 2. Changes in Securities
        Not applicable.

Item 3. Defaults Upon Senior Securities

        Not applicable.

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

        Although no consents or authorizations were solicited, the Company's
        principal stockholder approved the sale of Activeworlds, Inc. to its
        former management. A Schedule 14C filed with the Securities and Exchange
        Commission on September 17, 2002 was mailed to the Company's other
        stockholders.

Item 5.  Other Information

         Not applicable.

                                       9
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
         (a)      Exhibit Index


Exhibit
Number     Description
--------   ---------------------------------------------------------------------
10.1     Agreement and Plan of Exchange(1)
10.2     Amendment to Agreement and Plan of Exchange
99.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief
         Executive Officer and Chief Financial Officer
(1)      Contained in Form 8-K filed on July 12, 2002.

         (b)      Reports on Form 8-K.

         Two Reports on Form 8-K were filed during the quarter ended September
30, 2002 . The first Report was filed on July 12, 2002 to report entering into
the Agreement. The second Report, filed on September 12, 2002, disclosed the
closing of the transactions contemplated by the Agreement.

                                       10
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf on November
18, 2002 by the undersigned, thereunto duly authorized.


                                                     Activeworlds Corp.


                                                     /s/ Sean Deson
                                                     Sean Deson, President and
                                                     Chief Financial Officer






                                       11
<PAGE>
                                  CERTIFICATION

I, Sean Deson, certify that:

1)       I have reviewed this report on Form 10-QSB of Activeworlds Corp.;

2)       Based on my knowledge, this 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 report;

3)       Based on my knowledge, the financial statements, and other financial
         information included in this 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 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 know to us by
                  others within those entities, particularly during the period
                  in which this 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 report (the "Evaluation Date"); and

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

5)       I have disclosed, based on my 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)       I have indicated in this 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 or our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Dated:  November 18, 2002

         /s/ Sean Deson
         --------------------------------------
         Sean Deson
         President and Chief Financial Officer

                                       12