<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


  (Mark one)
      [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

                                       OR

      [_]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____

                         Commission file number 0-16819

                             FRAGRANCENET.COM, INC.
             (exact name of registrant as specified in its charter)


<TABLE>
<S>                                             <C>                                      <C>
                  Delaware                                  5990                                94-3054267

       (State or other jurisdiction of          (Primary Standard Industrial                 (I.R.S. Employer
       incorporation or organization)            Classification Code Number)                Identification No.)
</TABLE>


                                909 Motor Parkway
                            Hauppauge, New York 11788
                                 (631) 582-5204
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
Yes   X    No
     ---       ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


CLASS                                     OUTSTANDING AT NOVEMBER 6, 2002
-----                                     -------------------------------
Common Stock, par value                            16,968,330
$.01 per share

<PAGE>



                                                          FRAGRANCENET.COM, INC.

                                                  FORM 10-QSB-September 30, 2002

                                                                           Index
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                                PAGE


<S>                                                                                                 <C>
Part I.  Financial Information


Item 1. Financial Statements

  Condensed Consolidated Balance Sheets at
   September 30, 2002 (Unaudited) and March 31, 2002                                                       F-3 - F-4

  Unaudited Condensed Consolidated Statements of Operations for the Three
    and Six Months Ended September 30, 2002 and 2001                                                             F-5

  Unaudited Condensed Consolidated Statements of Cash Flows for the Six
   Months Ended September 30, 2002 and September 30, 2001                                                        F-6

  Notes to Unaudited Condensed Consolidated Financial Statements                                           F-7 - F-8


Item 2.  Management's Discussion and Analysis
 of Results of Operations and Financial Condition                                                         F-9 - F-11

Item 3.  Controls and Procedures                                                                                F-12


Part II.  Other Information

Item 1.  Legal Proceedings                                                                                      F-12

Item 2.  Changes in Securities and Use of Proceeds                                                              F-12

Item 3.  Defaults Upon Senior Securities                                                                        F-12

Item 4.  Submission of Matters to a Vote of Security Holders                                                    F-12

Item 5.  Other Information                                                                                      F-12

Item 6.  Exhibits and Reports on Form 8-K                                                                       F-13

Signatures                                                                                                      F-14

            Exhibit Index                                                                                       F-19
</TABLE>

<PAGE>


PART I.  FINANCIAL INFORMATION


                          ITEM 1. FINANCIAL STATEMENTS

                                                          FRAGRANCENET.COM, INC.

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                           September 30, 2002 and March 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               September 30,         March 31,
                                                                                                   2002                2002
                                                                                              ---------------     ---------------
                                                                                               (Unaudited)
<S>                                                                                           <C>                 <C>
CURRENT ASSETS
  Cash and cash equivalents                                                                   $       203,755     $       389,441
  Accounts receivable, net of allowance for doubtful accounts
   of $1,000, in each period                                                                           54,527              63,116
  Inventory                                                                                           215,144              78,150
  Prepaid expenses and other current assets                                                            40,190              74,912
                                                                                              ---------------     ---------------

         Total Current Assets                                                                         513,616             605,619

PROPERTY AND EQUIPMENT, NET                                                                            73,747             103,159

OTHER ASSETS                                                                                           49,283              27,558
                                                                                              ---------------     ---------------

         TOTAL ASSETS                                                                         $       636,646     $       736,336
                                                                                              ===============     ===============
</TABLE>




See accompanying notes to unaudited condensed consolidated financial statements.

                                                                             F-3
<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                           September 30, 2002 and March 31, 2002
--------------------------------------------------------------------------------


                LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

<TABLE>
<CAPTION>
                                                                                               September 30,          March 31,
                                                                                                   2002                 2002
                                                                                              ---------------     ---------------
                                                                                               (Unaudited)
<S>                                                                                           <C>                 <C>
CURRENT LIABILITIES
  Accounts payable                                                                            $       280,767     $       228,952
  Accrued expenses                                                                                    328,351             428,937
  Deferred revenue                                                                                     44,503              35,782
  Obligation under capital lease, current portion                                                       4,212               4,068
                                                                                              ---------------     ---------------

       Total Current Liabilities                                                                      657,833             697,739

  Accrued expenses                                                                                      9,448               6,305
  Obligation under capital lease, net of current portion                                                1,471               3,613
                                                                                              ---------------     ---------------

       Total Liabilities                                                                              668,752             707,657
                                                                                              ---------------     ---------------

STOCKHOLDERS' (DEFICIENCY) EQUITY
  Convertible Series A preferred stock - $.01 par value;
   3,000,000 shares authorized, none issued                                                              --                  --
  Common stock, $.01 par value; 50,000,000 shares authorized,
   16,968,330 shares issued and outstanding                                                           169,683             169,683
  Additional paid-in capital                                                                          368,020             368,020
  Accumulated deficit                                                                                (569,809)           (509,024)
                                                                                              ---------------     ---------------

         TOTAL STOCKHOLDERS' (DEFICIENCY) EQUITY                                                      (32,106)             28,679
                                                                                              ---------------     ---------------

         TOTAL LIABILITIES AND STOCKHOLDERS'
           (DEFICIENCY) EQUITY                                                                $       636,646     $       736,336
                                                                                              ===============     ===============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                                                             F-4
<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)

                  For the Three and Six Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               Three months ended                      Six months ended
                                                                  September 30,                          September 30,
                                                           2002                2001                2002                2001
                                                      ---------------     ---------------     ---------------     ---------------

<S>                                                   <C>                 <C>                 <C>                 <C>
NET SALES                                             $     2,072,242     $     1,390,583     $     4,043,111     $     3,181,902

COST OF SALES                                               1,336,309             757,116           2,699,923           1,888,623
                                                      ---------------     ---------------     ---------------     ---------------

GROSS PROFIT                                                  735,933             633,467           1,343,188           1,293,279
                                                      ---------------     ---------------     ---------------     ---------------

OPERATING EXPENSES
            Selling and marketing                             321,380             201,429             635,908             501,664
            General and administrative                        398,719             355,226             769,655             756,760
                                                      ---------------     ---------------     ---------------     ---------------

TOTAL OPERATING
 EXPENSES                                                     720,099             556,655           1,405,563           1,258,424
                                                      ---------------     ---------------     ---------------     ---------------

OPERATING INCOME (LOSS)                                        15,834              76,812             (62,375)             34,855
                                                      ---------------     ---------------     ---------------     ---------------

OTHER INCOME (EXPENSE)                                            103                (563)              1,590                 266
                                                      ---------------     ---------------     ---------------     ---------------

    NET INCOME (LOSS)                                 $        15,937     $        76,249     $       (60,785)    $        35,121
                                                      ===============     ===============     ===============     ===============

  Basic and diluted net income (loss)
   per share                                          $          --       $          --       $          --       $          --
                                                      ===============     ===============     ===============     ===============

  Weighted average number of
   common shares outstanding                               16,968,330          16,968,330          16,968,330          16,968,330
                                                      ===============     ===============     ===============     ===============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                                                             F-5
<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)

                            For the Six Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   2002                2001
                                                                                              ---------------     ---------------
<S>                                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss) income                                                                            $       (60,785)    $        35,121
                                                                                              ---------------     ---------------

  Adjustments to reconcile net (loss) income to net cash used in operating
   activities:
    Depreciation and amortization                                                                      29,662              32,550
  Changes in assets and liabilities:
    Accounts receivable                                                                                 8,589             (62,780)
    Inventory                                                                                        (136,994)             60,050
    Prepaid expenses and other current assets                                                          12,747              (3,778)
    Accounts payable and accrued expenses                                                             (45,628)           (127,776)
    Deferred revenue                                                                                    8,721              33,198
                                                                                              ---------------     ---------------

           TOTAL ADJUSTMENTS                                                                         (122,903)            (68,536)
                                                                                              ---------------     ---------------

NET CASH USED IN OPERATING ACTIVITIES                                                                (183,688)            (33,415)
                                                                                              ---------------     ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Expenditures for property and equipment                                                                --               (21,314)
                                                                                              ---------------     ---------------

CASH FLOWS USED IN FINANCING ACTIVITIES
  Principal payments of capital lease obligations                                                      (1,998)             (2,168)
                                                                                              ---------------     ---------------

           NET DECREASE IN CASH AND CASH
            EQUIVALENTS                                                                              (185,686)            (56,897)

CASH AND CASH EQUIVALENTS - Beginning                                                                 389,441             184,437
                                                                                              ---------------     ---------------

CASH AND CASH EQUIVALENTS - Ending                                                            $       203,755     $       127,540
                                                                                              ===============     ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the periods for:

    Interest                                                                                  $         5,572     $         3,298
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                                                             F-6
<PAGE>


                                                          FRAGRANCENET.COM, INC.

                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1 - Basis of Presentation

       The accompanying unaudited condensed financial statements have been
       prepared in accordance with accounting principles generally accepted in
       the United States of America for interim financial information and with
       the instructions for Form 10-QSB of Regulation SB. Accordingly, they do
       not include all the information and notes required by generally accepted
       accounting principles for complete financial statements. These interim
       financial statements include all adjustments, consisting only of normal
       recurring accruals, which management considers necessary for a fair
       presentation of the financial statements. The results of operations of
       these interim periods are not necessarily indicative of results that may
       be expected for any other interim period or for the full year. For
       further information, refer to the Company's financial statements for the
       year ended March 31, 2002 and notes thereto included in the Company's
       annual report on Form 10-KSB.

       For the six months ended September 30, 2002 and 2001, an aggregate of 59%
       and 53% of purchases were from two vendors, respectively.

       For the three months ended September 30, 2002, 53% of total purchases
       were from two vendors. For the three months ended September 30, 2001, 76%
       of total purchases were from four vendors.


NOTE 2 - Significant Accounting Policies

       New Accounting Pronouncements
       On April 30, 2002, the Financial Accounting Standards Board ("FASB")
       issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
       Amendment of FASB Statement No. 13, and Technical Corrections". SFAS No.
       145 eliminates the requirement that gains and losses from the
       extinguishments of debt be aggregated and, if material, classified as an
       extraordinary item, net of the related income tax effect and eliminates
       an inconsistency between the accounting for sale-leaseback transactions.
       Generally, SFAS No. 145 is effective for transactions occurring after May
       15, 2002. The adoption of this standard is expected to have no impact to
       the Company.

       Effective July 30, 2002, the FASB issued SFAS No. 146, "Accounting for
       Cost Associated with Exit or Disposal Activities". The main provisions of
       this statement address the recognition of liabilities associated with an
       exit or disposal activity. Implementation of this statement is not
       expected to have a material impact on the Company.

       Reclassifications
       Certain reclassifications were made to the prior period financial
       statements in order to conform to the current period's presentation.


                                                                             F-7
<PAGE>

                                                          FRAGRANCENET.COM, INC.

                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 3 - Bonus Deferrals

       Pursuant to employment agreements of certain of the Company's executives
       and a consultant, these individuals were entitled to bonuses in the
       aggregate of approximately $123,400 and $122,500 for the years ended
       March 31, 2001 and 2000, respectively. Approximately $35,000 of these
       bonuses were paid in July 2002. Accrued bonuses of $210,900 and $245,900
       were included in accrued expenses at September 30, 2002 and March 31,
       2002, respectively. For the six months ended September 30, 2002 and 2001,
       the Company has recorded accrued interest payable at 7% per annum on the
       bonuses. Payment of the balance of these bonuses is deferred until
       January 31, 2003.




                                                                             F-8
<PAGE>

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

The following discussion and analysis should be read in conjunction with the
financial statements and notes to the financial statements.

Results of Operations

The following table sets forth for the periods indicated certain financial
information derived from the Company's statements of operations. There can be no
assurance that sales trends will continue in the future.

<TABLE>
<CAPTION>
Three Months Ended September 30                                                                    2002                2001
                                                                                              ---------------     ---------------
<S>                                                                                           <C>                 <C>
Net Sales                                                                                     $     2,072,242     $     1,390,583

Cost of Sales                                                                                       1,336,309             757,116

Gross Profit                                                                                          735,933             633,467

            Total Operating Expenses                                                                  720,099             556,655

Income from Operations                                                                                 15,834              76,812

Other Income (Expense)                                                                                    103                (563)

            Net Income                                                                                 15,937              76,249
</TABLE>

<TABLE>
<CAPTION>
Six Months Ended September 30                                                                      2002                2001
                                                                                              ---------------     ---------------
<S>                                                                                           <C>                 <C>
Net Sales                                                                                     $     4,043,111     $     3,181,902

Cost of Sales                                                                                       2,699,923           1,888,623

Gross Profit                                                                                        1,343,188           1,293,279

            Total Operating Expenses                                                                1,405,563           1,258,424

(Loss) Income from Operations                                                                         (62,375)             34,855

Other Income                                                                                            1,590                 266

            Net (Loss) Income                                                                         (60,785)             35,121
</TABLE>


                                                                             F-9
<PAGE>

Overview

The Company sells brand name fragrances and related products over the Internet
through a website located at www.fragrancenet.com. The Company purchases
products from 10 different suppliers and does not purchase the products until
they are ordered and paid for by the customer unless the Company identifies an
opportunity to purchase inventory at a significant price reduction. Payment is
made by credit card or by check. The Company does not carry any significant
level of inventory and has no significant accounts receivable.

Net Sales

Net sales for the three months ended September 30, 2002 increased to $2,072,242
or 49% compared to the comparable period in 2001 which was $1,390,583. Net sales
for the six months ended September 30, 2002 increased to $4,043,111 or 27% more
than the comparable period in 2001 which was $3,181,902. The increases were due
to a reduction of sales prices creating a better conversion of website visitors
to purchasers.

Cost of Sales

Cost of sales as a percentage of sales was 64% in the three months ended
September 30, 2002 and 54% in the comparable quarter in 2001. Cost of Sales as a
percentage of sales was 67% for the six months ended September 30, 2002 and 59%
for the comparable period in 2001. The increase was primarily due to lowering of
selling prices.

Selling, General and Administrative Expenses

These expenses encompass the entire operations of the business from personnel
required to operate the office to website development and hosting of the
website. The expenses increased to $720,099 for the three months ended September
30, 2002 compared to $556,655 in the September 30, 2001 quarter. The expenses
increased to $1,405,563 for the six months ended September 30, 2002 compared to
$1,258,424 for the comparable period in 2001. As a percentage of sales, for the
3 months ended September 30, 2002, the expenses decreased to 35% as compared to
40% for September 30, 2001. For the six months ended September 30, 2002 expenses
as a percentage of sales decreased to 35% as compared to 40% for September 30,
2001. Selling expenses increased due to increased shipping costs in direct
correlation with higher sales volume. General and administrative expenses
increased primarily due to an increase in personnel and were partially offset by
a slight decrease in website maintenance costs.

Operating Profit

The Company posted an operating profit of $15,834 for the three months ended
September 30, 2002 compared to a profit from operations of $76,812 for the
comparable period in 2001. The Company incurred a loss from operations for the
six month period ended September 30, 2002 of $62,375 compared to a profit of
$34,855 for the comparable period in 2001.


                                                                            F-10
<PAGE>


Income Taxes

Due to the utilization of net operating loss carryforward, no income taxes were
provided for the three and six months ended September 30, 2002 and 2001.

Liquidity, Capital Resources and Changes in Financial Condition

At September 30, 2002 the Company had a working capital deficit of $144,217 and
cash and cash equivalents of $203,755 as compared to a working capital deficit
of $92,120 and cash and cash equivalents of $389,441 at March 31, 2002. The
Company's cash and cash equivalents were sufficient to enable it to meet its
cash requirements during the period ended September 30, 2002. The main
requirements for capital are to acquire merchandise for sale over the Internet
through the Company website, for the maintenance of the website and for
advertising and promotion to bring consumers to the website. There was a
decrease in cash and cash equivalents of $185,686 during the six months ended
September 30, 2002. The decrease in cash and cash equivalents was due to the
Company's operating loss during the period and increased inventory levels.

Forward Looking Statements

Certain statements contained in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" concerning future prospects of the
Company and cash flow requirements are forward looking statements which may
involve known and unknown material risks, uncertainties and other factors not
under the Company's control including without limitation the need for additional
financing, the impact of competition, the management of growth, compliance with
applicable regulatory requirements, and the Company's ability to enter into
agreements with marketing or distribution partners, which may cause actual
results, performance and material achievements of the Company to be materially
different from the Company's expectations.


                                                                            F-11
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

         (a)      Evaluation of disclosure controls and procedures. Based on
                  their evaluation, as of the date within 90 days prior to the
                  date of the filing of this Form 10-QSB, of the effectiveness
                  of the Company's disclosure controls and procedures (as
                  defined in Rules 13a-14(c) and 15d-14(c) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), the
                  principal executive officer and the principal financial
                  officer of the Company have each concluded that such
                  disclosure controls and procedures are effective and
                  sufficient to ensure that information required to be disclosed
                  by the Company in the reports that it files or submits under
                  the Exchange Act is recorded, processed, summarized and
                  reported within the time periods specified by the Securities
                  and Exchange Commission's rules and form.

         (b)      Changes in internal controls. Subsequent to the date of their
                  evaluation, there have not been any significant changes in the
                  company's internal controls or in other factors that could
                  significantly affect these controls, including any corrective
                  action with regard to significant deficiencies and material
                  weaknesses.



PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None to report.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None to report.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None to report.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None to report.


ITEM 5.  OTHER INFORMATION

         None to report.



                                                                            F-12
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      See Exhibit Index

         (b)      Reports on Form 8-K:  None





                                                                            F-13
<PAGE>


                                   SIGNATURES

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



         Dated: November 13, 2002             FRAGRANCENET.COM, INC.
                                              ----------------------------------
                                              (Registrant)


                                              By   /s/ JASON S. APFEL
                                              ----------------------------------
                                              Jason S. Apfel
                                              President and
                                              Chief Executive Officer


                                              By   /s/ DENNIS M. APFEL
                                              ----------------------------------
                                              Dennis M. Apfel
                                              Chief Financial Officer





                                                                            F-14
<PAGE>


        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
        EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Jason S. Apfel, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of
         FragranceNet.com, 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
         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



                                                                            F-15
<PAGE>

         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 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/  Jason S. Apfel
                                       -------------------------------------
                                       Jason S. Apfel
                                       President and Chief Executive Officer



                                                                            F-16
<PAGE>

        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
         EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Dennis M. Apfel, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of
         FragranceNet.com, 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
         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



                                                                            F-17
<PAGE>

         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 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/  Dennis M. Apfel
                                       -------------------------------------
                                       Dennis M. Apfel
                                       Chief Financial Officer



                                                                            F-18
<PAGE>

                                  EXHIBIT INDEX

   Exhibit       Description
   -------       -----------
     99.1        Certification of Chief Executive Officer
     99.2        Certification of Chief Financial Officer





                                                                            F-19