<PAGE>


                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 2003

                                       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 0-24829


                                FTS APPAREL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Colorado                                        84-1416864
-------------------------------            -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


301 Oxford Valley Road, Suite 1202, Yardley, PA                       19067
---------------------------------------------------                  ----------
   (Address of principal executive office)                           (Zip Code)

                                 (215) 369-9979
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



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
                                        ---       ---

The number of shares outstanding of each of Issuer's classes of common equity as
Of March 31, 2003 is set forth below:

    Common Stock, par value $.001                          16,775,796
    -----------------------------                       ------------------
          Title of Class                                 Number of Shares


Transitional Small Business Disclosure Format   yes        no X
                                                   ---       ---

<PAGE>


                                FTS Apparel, Inc.




Part I  Financial Information


Item 1. Financial Statements



                                FTS APPAREL, INC.
                                  BALANCE SHEET
                                 March 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                     ASSETS

CURRENT ASSETS
<S>                                                                              <C>
      Cash                                                                         $ 12,222
      Inventory                                                                       8,485
      Prepaid expenses and other current assets                                       5,011
                                                                        --------------------
                                                                                     25,718
                                                                        --------------------

 PROPERTY AND EQUIPMENT, NET                                                         48,443
                                                                        --------------------

 OTHER ASSETS
      Deposits                                                                        2,900
      Investment in private entity                                                   15,000
                                                                        --------------------
                                                                                     17,900
                                                                        --------------------

                                                                                   $ 92,061
                                                                        ====================

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                         $ 8,294
      Accounts payable - related party                                               98,896
                                                                        --------------------
                 Total current liabilities                                          107,190
                                                                        --------------------

CONVERTIBLE DEBENTURES                                                              212,500
                                                                        --------------------

STOCKHOLDERS' (DEFICIT)
      10% Convertible preferred stock, Series A, $0.01 par
        value, 150,000 shares authorized, 50,000 shares issued
        and outstanding                                                              50,000
      Preferred stock, $0.01 par value, 4,850,000 undesignated
        shares authorized, none issued or outstanding.                                    -
      Common stock, $0.001 par value, 25,000,000 shares
        authorized, 17,430,240 shares issued
        and outstanding                                                              17,430
      Additional paid in capital                                                  5,151,542
      Deferred Compensation                                                         (45,000)
      Accumulated (deficit)                                                      (5,401,601)
                                                                        --------------------
                                                                                   (227,629)
                                                                        --------------------

                                                                                   $ 92,061
                                                                        ====================

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


</TABLE>



<PAGE>

                                FTS APPAREL, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS         THREE MONTHS
                                                                               MARCH 31,           MARCH 31,
                                                                                 2003                2002
                                                                          ------------------- --------------------
                                                                                                  (Restated)

<S>                                                                               <C>                  <C>
 REVENUES
      Sales                                                                          $ 2,449                  $ -
                                                                          ------------------- --------------------

 COST OF GOODS SOLD                                                                    1,099                    -
                                                                          ------------------- --------------------

 GROSS PROFIT                                                                          1,350                    -
                                                                          ------------------- --------------------

 GENERAL AND ADMINISTRATIVE EXPENSES
      Lease settlement                                                                     -              125,234
      Non -cash stock compensation                                                   209,000               52,000
      Purchased development expenses                                                  23,500                    -
       General and administrative                                                     99,296               52,226
                                                                          ------------------- --------------------
                                                                                     331,796              229,460
                                                                          ------------------- --------------------

 (LOSS) FROM OPERATIONS                                                             (330,446)            (229,460)
                                                                          ------------------- --------------------

OTHER INCOME (EXPENSE)
     Interest expense                                                                 (1,600)                   -
                                                                          ------------------- --------------------
                                                                                      (1,600)                   -
                                                                          ------------------- --------------------

NET (LOSS)                                                                          (332,046)            (229,460)

PREFERRED DIVIDENDS                                                                        -                    -
                                                                          ------------------- --------------------

NET (LOSS) APPLICABLE TO COMMON STOCK                                             $ (332,046)          $ (229,460)
                                                                          =================== ====================

PER SHARE INFORMATION:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
     (BASIC AND DILUTED)                                                          16,775,796           10,982,617
                                                                          =================== ====================

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)                                      $ (0.02)             $ (0.02)
                                                                          =================== ====================

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

</TABLE>




<PAGE>

                                FTS APPAREL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS            THREE MONTHS
                                                                            MARCH 31,                MARCH 31,
                                                                              2003                     2002
                                                                       --------------------     -------------------
                                                                                                    (Restated)
<S>                                                                              <C>                     <C>
OPERATING ACTIVITIES
         Net cash (used in) operating activities                                 $ (87,997)              $ (49,336)

INVESTING ACTIVITIES
     Investment in private entity                                                  (15,000)                      -
                                                                       --------------------     -------------------
         Net cash (used in) investing activities                                   (15,000)                      -
                                                                       --------------------     -------------------

FINANCING ACTIVITIES
     Proceeds from issuance of convertible debentures                              115,000                       -
     Officer advances                                                                    -                   5,500
                                                                       --------------------     -------------------
         Net cash provided by financing activities                                 115,000                   5,500
                                                                       --------------------     -------------------

                     Net increase (decrease) in cash                                12,003                 (43,836)

CASH AT BEGINNING OF YEAR                                                              219                  44,236
                                                                       --------------------     -------------------

CASH AT END OF YEAR                                                               $ 12,222                   $ 400
                                                                       ====================     ===================


SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
     Interest                                                                          $ -                     $ -
                                                                       ====================     ===================
     Income taxes                                                                      $ -                     $ -
                                                                       ====================     ===================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Acquisition of assets with convertible debenture                             $ 70,000                     $ -
                                                                       ====================     ===================
     Direct payment of operating expenses with debenture proceeds                 $ 15,000                     $ -
                                                                       ====================     ===================
     Repurchase of common stock with debenture proceeds                           $ 12,500                     $ -
                                                                       ====================     ===================


      The notes to these financial statements are an integral part of these statements.
</TABLE>




<PAGE>


                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)



(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP") for interim  financial  information  and Item 310(b) of Regulation S-B.
They do not include all of the  information  and footnotes  required by GAAP for
complete  financial  statements.  In the opinion of management,  all adjustments
(consisting only of normal  recurring  adjustments)  considered  necessary for a
fair presentation have been included.

The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative  of the results to be  expected  for the full year.  These  financial
statements should be read in conjunction with the audited  financial  statements
of the  Company  as of  December  31,  2002 and for the two  years  then  ended,
including notes thereto, included in the Company's Form 10-KSB.

(2)  Earnings Per Share

The Company  calculates  net earnings  (loss) per share as required by SFAS 128,
"Earnings per Share." Basic earnings  (loss) per share is calculated by dividing
net income (loss) by the weighted  average  number of common shares  outstanding
for the period.  Diluted earnings (loss) per share is calculated by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents were not considered, as their effect would be anti-dilutive.

(3)  Inventory

Inventory  is valued  at the  lower of cost or  market on a first in,  first out
basis and consists principally of telephone cellular equipment.

(4)  Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business. For the three months ended March 31, 2003 the Company
incurred  a net loss of  $332,046  and has  working  capital  and  stockholders'
deficits of $81,472 and $227,629,  respectively, at March 31, 2003. In addition,
the Company currently has no significant revenue generating operations.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to expand its operations and secure additional financing. The Company is
pursuing  financing  for its  operations  and seeking to expand its  operations.


<PAGE>

                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

Failure to secure  such  financing  or expand its  operations  may result in the
Company not being able to continue as a going concern.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(5)  Convertible Debentures

During February 2003 the Company completed a debenture  offering.  Pursuant to a
subscription  agreement with Dutchess Private Equities Fund, LP ("Dutchess") the
Company received  $212,500 from the sale of 6% secured  convertible  debentures.
The terms of the  debentures  provide for payment by February  14, 2007 with the
debentures  being convertible into the Company's common stock at any time at the
lesser  of  (i)  80% of the average of the five lowest closing bid prices during
the  15  days prior to conversion or (ii) 100% of the average of the closing bid
prices  for  the  20  trading  days  immediately preceding the closing date. The
Company  has  agreed  to register the shares underlying the debentures on a From
Form  SB-2  Registration Statement. In addition, in exchange for $12,500 in cash
Dutchess  agreed  to  return 250,000 shares of the Company's common stock to the
Company,  which  were  purchased  by  Dutchess  in  August  2002.

(6)  Stockholders' (Deficit)

During  February 2003 the Company  issued  1,900,000  shares of common stock for
services pursuant to a Form S-8 registration  statement.  The shares were valued
at their fair market  value on the date it was agreed  that the shares  would be
issued. The non-cash stock compensation  expense of $209,000 has been charged to
operations during the period.

(7)  Acquisition of Assets

During February 2003 the Company  entered into an asset purchase  agreement with
Simply Cellular,  Inc. whereby it acquired  substantially all of the assets of a
cellular service and accessories store for $70,000 in cash. The Company recorded
the fair value of the assets of $46,500  and  charged  the balance of $23,500 to
operations as purchased  development expenses for which feasibility has not been
established and which has no alternative future uses.

In addition,  during March 2003 the Company  acquired 30,000 shares of preferred
stock in VidYah, Inc., a private entity, for $15,000 in cash.


<PAGE>

                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)


(8)  Correction of an Error

The accompanying  financial  statements for the period ended March 31, 2002 have
been restated to correct errors recording non-cash stock compensation, valuation
of the leasehold settlement obligation, and deferred compensation. The effect of
the  restatement was to decrease net (loss) for the quarter ended March 31, 2002
by $47,433, or $0.00 per share.




<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Introduction
The  following  discussion  is  intended to provide an analysis of our financial
condition  and  should  be  read in conjunction with our financial statements at
March 31, 2003 included herein and our financial statements at December 31, 2002
included  in  Form  10-KSB  and the notes thereto. The matters discussed in this
section  that  are  not  historical  or current facts deal with potential future
circumstances and developments. Such forward-looking statements include, but are
not  limited  to, the development plans for our growth, trends in the results of
our  development,  anticipated  development  plans,  operating  expenses and our
anticipated  capital  requirements  and  capital  resources.  Our actual results
could  differ  materially  from  the  results  discussed  in the forward-looking
statements.

THE  THREE  MONTH PERIOD ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTH PERIOD
ENDED  MARCH  31,  2002.


Results of Operations

     For  the three months ended March 31, 2003, the Company realized a net loss
of  $332,046,  or  $.02  per share, on revenue of $2,449. This compares to a net
loss  of  $229,460, or $.02 per share, on no revenues for the three months ended
March  31,  2002.  Accordingly  the  Company  net  loss  increased  by $100,986.

     Our general and administrative expenses have increased from the same period
in  2002.  For  the  three  months ended March 31, 2003, we reported $331,796 of
general  and  administrative expenses, compared to $229,460 for the three months
ended  March  31,  2002,  an  increase of $102,336. . This increase is primarily
attributable to a $157,000 increase in non-cash stock compensation and a $47,070
increase  in  our  general  and  administrative  expenses.

Liquidity and Capital Resources

     At  March  31,  2003  we had cash available of $12,222, inventory valued at
$8,485  and  prepaid  expenses  and  other current assets valued at $5,011 for a
total  of  $25,718  of  current  assets.

     Our  current  liabilities  as of March 31, 2003, $107,190 consist mainly of
accounts  payable  and  accrued  expenses  and  $98,896 of accounts payable to a
related  party.

     We  believe  that  our  continued  existence is dependent on our ability to
raise  additional capital and to achieve profitable operations. Accordingly, the
notes  to  our unaudited, interim financial statements express substantial doubt
about  our  ability  to  continue  as  a  going  concern.

The  Company  is  not  aware of any material trend, event or capital commitment,
which  would  potentially  adversely affect liquidity. In the event such a trend
develops,  the  Company believes that it will have sufficient funds available to
satisfy  working  capital  needs  through lines of credit and the funds expected
from  equity  sales.

OTHER:

Except  for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of  sales  of the Company's
products,  the  competitive  environment  within  the  investigative services
industry,  the  ability of the Company to continue to expand its operations, the
level  of  costs  incurred  in  connection with the Company's expansion efforts,
economic  conditions  and  the financial strength of the Company's customers and
suppliers.  Investors  are  directed  to  consider other risks and uncertainties
discussed  in  documents  filed  by the Company with the Securities and Exchange
Commission.


<PAGE>

ITEM 3.     CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's  President and Principal Financial Officer. Based upon that
evaluation, he concluded that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information needed to
satisfy the Company's disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls since the most
recent evaluation of such controls.



                           PART II: OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

     During  the  first  quarter  for  the 2003 fiscal year, the Company has not
authorized  the  issuance  of  any  unregistered  securities.


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


During the first quarter of the 2003 fiscal year, our board of directors and the
holders  of  a  majority of our outstanding common stock have executed a written
consent  in  favor of the following corporate actions: (1) To amend our Articles
of  Incorporation  to  increase our authorized shares of common stock, par value
$.001,  from 25,000,000 shares to 100,000,000 shares of common stock, par value,
$.001. (2) To amend our Articles of Incorporation to change our name to "THE FTS
GROUP,  INC."

ITEM  5.  OTHER  INFORMATION

On  February  14,  2003,  pursuant  to  an  Asset Purchase Agreement dated as of
February  14,  2003  (the "Purchase Agreement") by and between FTS Apparel, Inc.
and  Simply  Cellular,  Inc.,  a  Florida  corporation  (the  "Seller"), the FTS
acquired  substantially  all  of the assets of the Seller's cellular service and
accessories  store.  FTS  has  continued to use the acquired assets for the same
use.  The purchase price consisted of $70,000 of cash. Funds for the acquisition
were  obtained  via the Company's sale of its 6% convertible debentures which is
attached  hereto as an exhibit and incorporated herein by reference. At the time
of the acquisition there were no material relationships between the Buyer or any
of  its affiliates, any directors or officers, or any associate of such director
or  officer,  on  the  one  hand,  and  the  Seller,  on  the  other  hand.

During the first quarter of the 2003 fiscal year, our board of directors and the
holders  of  a  majority of our outstanding common stock have executed a written
consent  in  favor of the following corporate actions: (1) To amend our Articles
of  Incorporation  to  increase our authorized shares of common stock, par value
$.001,  from 25,000,000 shares to 100,000,000 shares of common stock, par value,
$.001. (2) To amend our Articles of Incorporation to change our name to "THE FTS
GROUP,  INC."

<PAGE>

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


          A.   EXHIBITS

          2.1  Asset  Purchase  Agreement  dated  as of February 14, 2003 by and
               between  FTS  Apparel,  Inc.  and  Simply  Cellular,  Inc. (*)

          10.1 Subscription  Agreement  between the Company and Dutchess Private
               Equities  Fund,  LP.  (*)

          10.2 Debenture  Agreement  between  the  Company  and Dutchess Private
               Equities  Fund,  LP.  (*)

          10.3 Registration  Rights  Agreement  between the Company and Dutchess
               Private  Equities  Fund,  LP.  (*)

          10.4 Escrow Agreement with Dutchess Private Equities Fund, LP  (*)

          10.5 Debenture Exchange Agreement with Dutchess Private Equities
               Fund, LP  (*)

          99.1 Certifications  pursuant  to  18  U.S.C. Section 1350, as adopted
               pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of 2002

          (*)  Filed as an exhibit to the Company's Form 8-K filed with the
               Commission on February 28, 2003.


          99.1 Certifications  pursuant  to  18  U.S.C. Section 1350, as adopted
               pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of 2002


          B.   REPORTS ON FORM 8-K

               On  February 28, 2003 the Company filed a Report on Form 8-K with
               the  Commission  related  to  the Company's Agreement and Plan of
               Reorganization  with  Global  Boulevard  International,  Inc.





                                   SIGNATURES


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


                                       FTS APPAREL, INC.



Date: May 18, 2003                 By: /s/ Scott Gallagher
                                       -------------------------------
                                       Scott Gallagher, President
                                       (Chief Executive and
                                       Principal Executive Officer)

                                   By: /s/ Linda Ehlen
                                       -------------------------------
                                       Linda Ehlen
                                       Chief Financial Officer
<PAGE>


                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

     I,  Scott Gallagher,  certify  that:

     1.     I  have  reviewed  this Quarterly  Report on Form 10-QSB of
FTS Apparel,  Inc.

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

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

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

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

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

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

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

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

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

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
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: May 18, 2003
                         /s/ Scott Gallagher
                         ______________________________________
                         By: Scott Gallagher
                         Chief Executive Officer
<PAGE>

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

     I,  Linda Ehlen,  certify  that:

     1.     I  have  reviewed  this Quarterly Report on Form 10-QSB of
FTS Apparel,  Inc.

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

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

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

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

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

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

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

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

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

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
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: May 18, 2003
                         /s/ Linda Ehlen
                         ______________________________________
                         By: Linda Ehlen
                         Chief Financial Officer


<PAGE>