<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 December 31, 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 FEBRUARY 10, 2003
-----------------------                         --------------------------------
Common Stock, par value                                    17,301,330
$  .01 per share





<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                                   FORM 10-QSB-December 31, 2002

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

<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
<S>                                                                             <C>
Part I. Financial Information

Item 1. Financial Statements

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

   Unaudited Condensed Consolidated Statements of Income for the Three
      and Nine Months Ended December 31, 2002 and 2001                                  F-5

   Unaudited Condensed Consolidated Statements of Cash Flows for the Nine
      Months Ended December 31, 2002 and December 31, 2001                              F-6

   Notes to Unaudited Condensed Consolidated Financial Statements                   F-7-F-9

Item 2. Management's Discussion and Analysis
   of Results of Operations and Financial Condition                             F-10 - F-12

Item 3.  Controls and Procedures                                                       F-13

Part II.  Other Information

Item 4.  Submission of Matters to a Vote of Security Holders                           F-13

Item 6.   Exhibits and Reports on Form 8-K                                             F-14

Signatures                                                                             F-15

Exhibit Index                                                                          F-18
</TABLE>





<PAGE>

                          ITEM 1. FINANCIAL STATEMENTS

                                                          FRAGRANCENET.COM, INC.

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                            December 31, 2002 and March 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 December 31,   March 31,
                                                                     2002         2002
                                                                 ------------   ---------
                                                                  (Unaudited)
<S>                                                               <C>            <C>
CURRENT ASSETS
--------------
   Cash and cash equivalents                                      $  793,636     $389,441
   Accounts receivable, net of allowance for doubtful accounts
      of $1,000 in December 31, 2002 and March 31, 2002              108,353       63,116
   Inventory                                                         377,000       78,150
   Prepaid expenses and other current assets                          35,934       74,912
                                                                  ----------     --------

         Total Current Assets                                      1,314,923      605,619

Property and Equipment, Net                                           59,041      103,159
----------------------

Other Assets                                                          49,658       27,558
------------                                                      ----------     --------

         TOTAL ASSETS                                             $1,423,622     $736,336
                                                                  ==========     ========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                                                             F-3





<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                            December 31, 2002 and March 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                December 31,   March 31,
                                                                   2002          2002
                                                                ------------   ---------
                                                                (Unaudited)

<S>                                                              <C>           <C>
CURRENT LIABILITIES
  Accounts payable                                               $  498,532    $ 228,952
  Accrued expenses                                                  608,676      428,937
  Deferred revenue                                                   45,662       35,782
  Obligation under capital lease, current portion                     4,286        4,068
                                                                 ----------    ---------

        Total Current Liabilities                                 1,157,156      697,739

  Accrued expenses                                                    7,692        6,305
  Obligation under capital lease, net of current portion                371        3,613
                                                                 ----------    ---------

        Total Liabilities                                         1,165,219      707,657
                                                                 ----------    ---------

STOCKHOLDERS' 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                                              (279,300)    (509,024)
                                                                 ----------    ---------

        TOTAL STOCKHOLDERS' EQUITY                                  258,403       28,679
                                                                 ----------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS'
          EQUITY                                                 $1,423,622    $ 736,336
                                                                 ==========    =========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                                                             F-4





<PAGE>

                                                          FRAGRANCENET.COM, INC.

                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                  For the Three and Nine Months Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             Three Months Ended           Nine Months Ended
                                                December 31,                December 31,
                                         --------------------------   -------------------------
                                            2002           2001           2002          2001
                                         -----------    -----------   -----------   -----------
<S>                                      <C>            <C>           <C>           <C>
NET SALES                                $ 4,132,261    $ 2,621,996   $ 8,175,372   $ 5,803,898

COST OF SALES                              2,648,669      1,560,613     5,348,592     3,449,236
                                         -----------    -----------   -----------   -----------

        GROSS PROFIT                       1,483,592      1,061,383     2,826,780     2,354,662
                                         -----------    -----------   -----------   -----------

OPERATING EXPENSES

  Selling and marketing                      615,552        436,334     1,251,460       937,998
  General and administrative expenses        577,384        401,231     1,347,039     1,157,991
                                         -----------    -----------   -----------   -----------

        TOTAL OPERATING EXPENSES           1,192,936        837,565     2,598,499     2,095,989
                                         -----------    -----------   -----------   -----------

OPERATING INCOME                             290,656        223,818       228,281       258,673

OTHER (EXPENSE) INCOME                          (147)         1,521         1,443         1,787
                                         -----------    -----------   -----------   -----------

        NET INCOME                       $   290,509    $   225,339   $   229,724   $   260,460
                                         ===========    ===========   ===========   ===========

Basic and diluted net income per share   $      0.02    $      0.01   $      0.01   $      0.02
                                         ===========    ===========   ===========   ===========

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 Nine Months Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

                                                             2002        2001
                                                          ---------    --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                $ 229,724    $260,460
                                                          ---------    --------
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation and amortization                          44,493      48,508
   Changes in assets and liabilities:
      Accounts receivable                                   (45,237)    (80,327)
      Inventory                                            (298,850)     65,000
      Prepaid expenses and other current assets              16,503       3,251
      Accounts payable and accrued expenses                 450,706     239,711
      Deferred revenue                                        9,880      33,447
                                                          ---------    --------

         TOTAL ADJUSTMENTS                                  177,495     309,590
                                                          ---------    --------

         NET CASH PROVIDED BY
            OPERATING ACTIVITIES                            407,219     570,050
                                                          ---------    --------

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           (3,024)     (3,124)
                                                          ---------    --------

        NET INCREASE IN CASH AND
          CASH EQUIVALENTS                                  404,195     545,612

CASH AND CASH EQUIVALENTS - Beginning                       389,441     184,437
                                                          ---------    --------
CASH AND CASH EQUIVALENTS - Ending                        $ 793,636    $730,049
                                                          =========    ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid during the periods for:

     Interest                                             $   5,799    $  4,179

See accompanying notes to unaudited condensed consolidated financial statements.


                                                                             F-6





<PAGE>

                                                          FRAGRANCENET.COM, INC.

                                       NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                                                            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 nine months ended December 31, 2002 and 2001, an aggregate of 50%
     and 55% of purchases were from two vendors, respectively.

     For the three months ended December 31, 2002, 42% of total purchases were
     from two vendors. For the three months ended December 31, 2001, 53% of
     total purchases were from three vendors.

NOTE 2 - Significant Accounting Policies

     New Accounting Pronouncements
     In April 2002, the Financial Accounting Standards Board ("FASB") issued
     Statement on Financial Accounting Standards ("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 and certain lease modifications that have
     economic effects that are similar to sale-leaseback transactions.
     Generally, SFAS No. 145 is effective for fiscal years beginning after May
     15, 2002. Implementation of this standard is expected to have no impact on
     the Company.

     In June 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.


                                                                             F-7





<PAGE>

                                                          FRAGRANCENET.COM, INC.

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

NOTE 2 - Significant Accounting Policies, continued

     New Accounting Pronouncements, continued
     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No.
     123, Accounting for Stock-Based Compensation, to provide alternative
     methods of transition to SFAS No. 123's fair value method of accounting for
     stock-based employee compensation. SFAS No. 148 also amends the disclosure
     provisions of SFAS No. 123 and Accounting Principles Board ("APB") No. 28,
     Interim Financial Reporting, to require disclosure in the summary of
     significant accounting policies of the effects of an entity's accounting
     policy with respect to stock-based employee compensation on reported net
     income and earnings per share in annual and interim financial statements.
     While the statement does not amend SFAS No. 123 to require companies to
     account for employee stock options using the fair value method, the
     disclosure provisions of SFAS No. 148 are applicable to all companies with
     stock-based employee compensation, regardless of whether they account for
     that compensation using the fair value method of SFAS No. 123, or the
     intrinsic value method of APB No. 25. The Company will continue to account
     for stock-based compensation according to APB Opinion No. 25, while its
     adoption of SFAS No. 148 requires the Company to provide prominent
     disclosures about the effects of SFAS No. 123 on reported income and will
     require the Company to disclose these effects in the interim financial
     statements as well.

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

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 December 31, 2002 and March 31, 2002,
     respectively. For the nine months ended December 31, 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 June 30,
     2003.


                                                                             F-8





<PAGE>

                                                          FRAGRANCENET.COM, INC.

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

NOTE 4 - Stockholders' Equity

     On November 25, 2002, the Board of Directors authorized a one for ten
     reverse stock split. The reverse stock split has not been effected as of
     the date of filing.

NOTE 5 - Subsequent Event

     In January 2003, the Company granted 333,000 restricted shares of common
     stock to its Vice President. At December 31, 2002, the Company had accrued
     compensation of $33,300 relating to this stock grant.


                                                                             F-9





<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.

Three Months Ended December 31                              2002         2001
--------------------------------------------------------------------------------
Net Sales                                                $4,132,261   $2,621,996

Cost of Sales                                             2,648,669    1,560,613

Gross Profit                                              1,483,592    1,061,383

Total Operating Expenses                                  1,192,936      837,565

Income from Operations                                      290,656      223,818

Other (Expense) Income                                         (147)       1,521

Net Income                                                  290,509      225,339

Nine Months Ended December 31                                2002        2001
--------------------------------------------------------------------------------
Net Sales                                                $8,175,372   $5,803,898

Cost of Sales                                             5,348,592    3,449,236

Gross Profit                                              2,826,780    2,354,662

Total Operating Expenses                                  2,598,499    2,095,989

Income from Operations                                      228,281      258,673

Other Income                                                  1,443        1,787

Net Income                                                  229,724      260,460


                                                                            F-10





<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 December 31, 2002 increased to $4,132,261
or 58% compared to the comparable period in 2001, which was $2,621,996. Net
sales for the nine months ended December 31, 2002 increased to $8,175,372 or 41%
more than the comparable period in 2001, which was $5,803,898. 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
December 31, 2002 and 60% in the comparable quarter in 2001. Cost of Sales as a
percentage of sales was 65% for the nine months ended December 31, 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 $1,192,936 for the three months ended
December 31, 2002 compared to $837,565 in the December 31, 2001 quarter. The
expenses increased to $2,598,499 for the nine months ended December 31, 2002
compared to $2,095,989 for the comparable period in 2001. As a percentage of
sales, for the 3 months ended December 31, 2002, the expenses decreased to 29%
as compared to 32% for December 31, 2001. For the nine months ended December 31,
2002 expenses as a percentage of sales decreased to 32% as compared to 36% for
December 31, 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.


                                                                            F-11





<PAGE>

Operating Profit

The Company posted an operating profit of $290,656 for the three months ended
December 31, 2002 compared to a profit from operations of $223,818 for the
comparable period in 2001. The Company posted a profit from operations for the
nine month period ended December 31, 2002 of $228,281 compared to a profit of
$258,673 for the comparable period in 2001.

Income Taxes

Due to the utilization of net operating loss carryforward, no income taxes were
provided for the three and nine months ended December 31, 2002 and 2001.

Liquidity, Capital Resources and Changes in Financial Condition

At December 31, 2002 the Company had a working capital surplus of $157,767 and
cash and cash equivalents of $793,636 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 December 31, 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 an
increase in cash and cash equivalents of $404,195 during the nine months ended
December 31, 2002. The increase in cash and cash equivalents was due to the
Company's operating profit during the period.

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-12





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

     (a)  The Annual Meeting of Stockholders of the Company (the "Meeting") was
          held on November 25, 2002 at the Company's offices at 909 Motor
          Parkway, Hauppague, New York.

     (b)  Not applicable because:

          (i)  Proxies for the Meeting were solicited pursuant to Regulation 14
               under the Securities Exchange Act of 1934,

          (ii) There was no solicitation in opposition to management's nominees
               as listed in the Company's Proxy Statement dated October 25,
               2002,

          (iii) Such nominees were elected.


                                                                            F-13





<PAGE>

     (c)  Matters voted upon at the Meeting were as follows:

<TABLE>
<CAPTION>
                                                  Votes        Votes     Withheld/
                                                   For        Against     Abstain
                                                ----------   ---------   ---------
          <S>                                   <C>          <C>         <C>
          (i)  Election of three directors of
               the Company to serve until the
               next Annual Meeting

               Jason S. Apfel                   11,706,564           0   4,659,570

               Dennis M. Apfel                  11,706,860           0   4,659,274

               Eric J. Apfel                    11,451,459           0   4,914,675

          (ii) To consider and take action      11,611,246   4,746,635       8,253
               upon a proposal to approve an
               amendment of the Certificate
               of Incorporation of the
               Company to effect a
               one-for-ten reverse split of
               shares of Common Stock, par
               value $0.01 per share, of the
               Company.

          (iii) Ratification of the Board of    16,349,025      10,688       6,421
               Directors' selection of Marcum
               and Kleigman, LLP to serve as
               the Company's independent
               auditors for the fiscal year
               ending March 31, 2003.
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  See Exhibit Index

     (b)  Reports on Form 8-K: None

                                                                            F-14





<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: February 13, 2003                 FRAGRANCENET.COM, INC.
                                         ---------------------------------------
                                         (Registrant)


                                         By /s/DENNIS M. APFEL
                                         ---------------------------------------
                                         Dennis M. Apfel
                                         Chairman, Chief Executive Officer and
                                         Chief Financial Officer


                                                                            F-15





<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

     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


                                                                            F-16





<PAGE>

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.

Dated:  February 13, 2003
                                         /s/  Dennis M. Apfel
                                         ---------------------------------------
                                         Dennis M. Apfel
                                         Chairman, Chief Executive Officer and
                                         Chief Financial Officer


                                                                            F-17





<PAGE>

                                  EXHIBIT INDEX

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


                                                                            F-18