UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[ X ]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934

                For the quarterly period ended December 31, 2002

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                For the transition period from ____________ to _________________

                         Commission file number 0-28555

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

               NEVADA                                          86-0960464
  ------------------------------------------------ ----------------------------
       (State or other jurisdiction of incorporation or organization) (IRS
                          Employer Identification No.)

                 41667 Yosemite Pines Drive, Oakhurst, CA 93644
  -----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (559) 692-3485
  -----------------------------------------------------------------------------
                           (Issuer's telephone number)


                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,919,422 Common Shares $0.001 par
value as of December 31, 2002

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


<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.


                           VOLT, INC. AND SUBSIDIARIES
              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED):

         BALANCE SHEETS AS OF DECEMBER 31, 2002 (UNAUDITED)
         AND SEPTEMBER 30, 2002 (AUDITED)

         STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
         ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)

         STATEMENTS OF CASH FLOWS FOR THREE MONTHS
         ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         (UNAUDITED)


<PAGE>

                           VOLT INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
         DECEMBER 31, 2002 (UNAUDITED) AND SEPTEMBER 30, 2002 (AUDITED)

                                     ASSETS




                                                   (Unaudited)      (Audited)
                                                   December 31,    September 30,
                                                      2002             2002
                                                   ------------    -------------
Current Assets:
  Cash and cash equivalents                        $ 264,874           $172,521
                                                   ------------    -------------
                        Total Current Assets         264,874            172,521

Property and equipment,net                         5,752,196          5,756,339

Other Assets:
  Goodwill                                         3,000,000          3,000,000
  Deferred financing fees, net                         2,500              5,000
  Advances receivable                                204,000            204,000
                                                    -----------    -------------
                        Total Other Assets         3,206,500          3,209,000
                                                    -----------    -------------
                        Total Assets              $9,223,570         $9,138,460
                                                   ===========     ============

The accompanying notes are an integral part of the condensed consolidated
                             financial statements.



<PAGE>


                           VOLT INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
         DECEMBER 31, 2002 (UNAUDITED) AND SEPTEMBER 30, 2002 (AUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                              (Unaudited)          (Audited)
                                               December 31,      September 30,
                                                 2002                2002
                                              ----------------------------------
Current Liabilities:
  Accounts payable                             $ 14,949         $  36,949
                                              ----------------------------------
                Total Current Liabilities        14,949            36,949

Commitments and Contingencies

Stockholders' Equity (Deficit):
  Series One Voting Convertible Preferred
     Stock, $.001 par value 10,000,000
     shares authorized, at December 31,2002
     and September 30, 2002, repectively, and
     1,000,000 shares issued and outstanding
     at December 31, 2002 and September 30,
     2002, respectively                           1,000             1,000
  Common Stock - $.001 par value; 25,000,000
     shares authorized at December 31, 2002
     and September 30, 2002, respectively and
     3,919,422 shares issued and outstanding
     at December 31, 2002 and September 30,
     2002, respectively                           3,919             3,919
  Additional paid-in capital                 12,803,619        12,778,619
  Accumulated deficit                        (3,599,917)       (3,682,027)
                                            ------------------------------------
      Total stockholders' equity              9,208,621         9,101,511
                                            ------------------------------------

  Total Liabilities and Stockholders' Equity $9,223,570        $9,138,640
                                            ====================================


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.


<PAGE>


                           VOLT INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001


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


Revenues                                       $ 543,966       $   34,500

Cost of Revenue                                  221,810              -
                                              --------------- ---------------

Gross Profit (Loss)                              322,156           34,500

Other (Expenses)
   General and administrative costs              240,046            6,706
                                              -----------     --------------
                Total operating expenses         240,046            6,706
                                              -----------     --------------
LOSS FROM CONTINUIING OPERATIONS
BEFORE INCOME TAXES                              82,110            27,794

   Income taxes                                      -                -
                                              --------------  --------------
NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS                                    $82,110          $ 27,794
                                              ==============  ==============
BASIS AND DILUTED EARNINGS PER SHARE:

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS     $  0.02          $   0.02
                                              ============== ===============

WEIGHTED NUMBER OF COMMON SHARES
OUTSTANDING                                   3,919,422         1,844,422
                                              ============== ===============

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
<PAGE>




                           VOLT INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001




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

Net income                                      $    82,110       $   27,794

Adjustments to reconcile net income to net
cash used by operating activities:
   Depreciation and amortization                      7,243            1,600

Changes in assets and liabilities
   Accounts payable                                 (22,000)          (5,000)
                                             ---------------------------------
      Total adjustments                             (14,757)          (3,400)
                                             ---------------------------------
      Net cash provided by
        operating activities                         67,353           24,394

CASH FLOWS FROM FINANCING ACTIVITIES
  Contributions of equity                            25,000              -
  Advances receivable - other                          -             (83,500)
                                             ---------------------------------
       Net cash provided by (used in)
        financing activities                         25,000          (83,500)
                                             ---------------------------------

NET INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS                             92,353          (59,106)

CASH AND CASH EQUIVALENTS - BEGINNING OF
YEAR                                                172,521           85,792
                                             ----------------------------------
CASH AND CASH EQUIVALENTS - END OF YEAR         $   264,874         $ 26,686
                                             ==================================

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.



<PAGE>

                           VOLT INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

                  Volt Inc. and Subsidiaries is a power provider and marketer of
                  alternative energy and financial services. The Company is in
                  the initial stages of implementing its business plan.

                  On April 25, 2001, Denis C. Tseklenis acquired 127,995 shares
                  of the Company's common stock, $.001 par value per share,
                  which constituted approximately 53% of the Company's issued
                  and outstanding common stock for $255,000.

                  On May 17, 2002, the Company acquired First Washington
                  Financial Corporation, a company which provides financial
                  services in Bethesda, Maryland ("First Washington"). First
                  Washington, is a mortgage company whose emphasis lies in
                  residential mortgages in the greater Washington D.C. service
                  area. First Washington was acquired for 2,000,000 shares of
                  the Company's common stock.

                  The Company has completed the acquisition of Opportunity
                  Knocks, Inc. during the third fiscal quarter of 2002 to rehab
                  HUD homes and other properties in Washington, D.C., Maryland
                  and Virginia under the HUD Gift Program. This acquisition was
                  done simultaneously with the acquisition of First Washington.

                  The Company has two other power related wholly-owned
                  subsidiaries, Sun Volt, Inc. and Sun Electronics, Inc. besides
                  Arcadian Renewable Power, Inc.  Arcadian Renewable Power, Inc.
                  is the corporation that holds the Altamont Wind Farm in the
                  Altamont Pass in Livermore, California.

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of Consolidation

                  The condensed consolidated balance sheets for December 31,
                  2002 and 2001 and condensed consolidated statements of
                  operations, changes in stockholders' equity and cash flows for
                  the three months then ended includes Volt Inc. and its wholly-
                  owned subsidiaries, Sun Volt, Inc., Sun Electronics, Inc.,
                  Arcadian Renewable Power, Inc., First Washington and
                  Opportunity Knocks.

                  Intercompany transactions and balances have been eliminated in
                  consolidation.

                  Use of Estimates

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America, requires management to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosures of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the reporting
                  period. Actual results could differ from those estimates.

<PAGE>


                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 AND 2001

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Cash and Cash Equivalents

                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash or cash equivalents.

                  The Company maintains cash and cash equivalent balances at
                  several financial institutions which are insured by the
                  Federal Deposit Insurance Corporation up to $100,000.

                  Property and Equipment

                  Property and equipment are stated at cost. Depreciation is
                  computed primarily using the straight-line method over the
                  estimated useful life of the assets.

                  Furniture and fixtures                       7 years
                  Office and computer equipment                3-5 years
                  Wind Farm                                    40 years


                  Revenue Recognition

                  The Company sold merchandise and revenue was recorded under
                  the accrual method of accounting.

                  First Washington records commission income upon the closing of
                  their respective transactions.

                  Advertising

                  Advertising costs are typically expensed as incurred.
                  Advertising expense was approximately $-0- and $830 for the
                  three months ended December 31, 2002 and 2001, respectively.

                  Income Taxes

                  The income tax benefit is computed on the pretax loss based on
                  the current tax law. Deferred income taxes are recognized for
                  the tax consequences in future years of differences between
                  the tax basis of assets and liabilities and their financial
                  reporting amounts at each year-end based on enacted tax laws
                  and statutory tax rates.

                  Fair Value of Financial Instruments

                  The carrying amount reported in the consolidated balance
                  sheets for cash and cash equivalents, notes receivable,
                  accounts payable and accrued expenses approximate fair value
                  because of the immediate or short-term maturity of these
                  financial instruments.


<PAGE>


                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 AND 2001

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Earnings Per Share of Common Stock

                  Historical net income per common share is computed using the
                  weighted average number of common shares outstanding. Diluted
                  earnings per share (EPS) includes additional dilution from
                  common stock equivalents, such as stock issuable pursuant to
                  the exercise of stock options and warrants.

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:


                                                             2002        2001
                                                             ----        ----

                  Net income                               $82,110     $27,794
                                                           -------     -------

                  Weighted- average common shares
                  Outstanding (Basic)                    3,919,422   1,844,422

                  Weighted-average common stock Equivalents:
                           Stock options                      -         -
                           Warrants                           -         -

                  Weighted-average common shares
                  Outstanding (Diluted)                  3,919,422    1,844,422



                  Deferred Financing Fees

                  The Company paid a $10,000 financing fee in connection with a
                  line of credit in April 2002. This fee will be written off
                  over a one-year period of time. The unamortized balance at
                  December 31, 2002 is $2,500.

                  Goodwill

                  In June 2001, the FASB issued Statement No. 142 "Goodwill and
                  Other Intangible Assets". This Statement addresses financial
                  accounting and reporting for acquired goodwill and other
                  intangible assets and supersedes APB Opinion No. 17,
                  Intangible Assets. It addresses how intangible assets that are
                  acquired individually or with a group of other assets (but not
                  those acquired in a business combination) should be accounted
                  for in financial statements upon their acquisition. This
                  Statement also addresses how goodwill and other intangible
                  assets should be accounted for after they have been initially
                  recognized in the financial statements. This statement has
                  been considered when determining impairment of goodwill in
                  certain transactions. As of December 31, 2002, there are no
                  adjustments of goodwill due to impairment.

<PAGE>

                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 AND 2001

NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Reclassifications

                  Certain amounts for the three months ended December 31, 2001
                  have been reclassified to conform with the presentation of the
                  December 31, 2002 amounts. The reclassifications have no
                  effect on net income for the three months ended December 31,
                  2001.


NOTE 3-  PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at December
                  31, 2002:



                  Wind Farm                                          $5,700,000
                  Furniture and fixtures                                  3,000
                  Computer and office equipment                          67,417
                                                                   -------------
                                                                      5,770,417
                  Less:  accumulated depreciation                        18,221
                                                                   -------------
                  Net book value                                     $5,752,196
                                                                     ==========

                  Depreciation expense for the three months ended December 31,
                  2002 and 2001 was $4,743 and $1,600, respectively. There is no
                  depreciation recognized on the Wind Farm in 2002 or 2001 as it
                  is non operational until placed in service.

NOTE 4-  ADVANCES RECEIVABLE

                  As of December 31, 2002, notes receivable were $204,000. There
                  was no interest due the Company on these loans, and the
                  amounts due at December 31, 2002, are deemed by management to
                  have no specific repayment terms.


NOTE 5-  COMMITMENTS AND CONTINGENCIES

                  The Company entered into a lease agreement in April 2001 in
                  Pleasanton, California. The Company paid $2,800 per month for
                  rent. This lease was terminated by the Company in October
                  2001, and all operations now run through the Oakhurst,
                  California location. The security deposit was expensed as part
                  of a rent payment in 2002.



<PAGE>


                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 AND 2001


NOTE 6-  STOCKHOLDERS' EQUITY

                  Common and Preferred Stock

                  The Company issued 1,000,000 shares of preferred stock to
                  Denis C. Tseklenis in consideration for the Wind Farm. This
                  preferred stock is convertible by the preferred stockholders
                  at their discretion and they will receive 5 shares of common
                  stock for each share of preferred stock.

                  On April 25, 2001, Denis C. Tseklenis acquired 127,995
                  original issue shares of the Company's common stock, $.001 par
                  value per share, which constituted approximately 53% of the
                  Company's issued and outstanding common stock. Mr. Tseklenis
                  paid the Company $255,000 for the common stock.

                  During the year ended September 30, 2001, in addition to the
                  initial acquisition by Denis C. Tseklenis, the Company had
                  issued 1,678,000 shares and cancelled 225,000 of common stock
                  for $366,711.

                  Prior to the initial acquisition by Denis C. Tseklenis, the
                  Company had issued 1,850,000 shares of common stock for
                  accrued payroll, accounts payable and services.

                  During the quarter ended December 31, 2001, 225,000 shares
                  were reissued that were cancelled from the prior year ended
                  September 30, 2001.

                  On May 17, 2002, the Company issued 2,000,000 shares of common
                  stock to acquire First Washington and thus it became a
                  wholly-owned subsidiary. The shares were valued at a fair
                  value at the time of the transaction ($1.50 per share) or
                  $3,000,000.


NOTE 7-  LITIGATION

                  In September of 1999, the Deerbrook Publishing Group, Inc.
                  ("Deerbrook") leased a computer driven aspect image center
                  (printer for film) used to make separation for printing (the
                  "aspect image center") and certain other computer equipment
                  from Copelco Capital, Inc. ("Copelco"). All of the equipment
                  was delivered to the Deerbrook's then printing operation in
                  Phoenix, Airzona, and installed. Shortly thereafter, Deerbrook
                  ceased printing for itself and its customers. The equipment
                  was returned to Copelco. In August of 2000, Copelco brought
                  suit in the United States District Court for the District of
                  Arizona, cause no. CIV '00-1620 PHX ROS, to recover its
                  alleged damages $155,398 for Deerbrook's return of the leased
                  equipment plus continuing interest at the rate of one and
                  one-third percent per month and attorneys fees and costs. The
                  Company does not believe that Copelco has mitigated its
                  damages and further believes that Copelco has either sold the
                  equipment or otherwise disposed of same in a manner which was
                  not commercially reasonable. The Copelco claims will be
                  vigorously defended against. Any possible loss from this
                  litigation will be less than one percent (1%) of the Company's
                  net assets and will be immaterial. Since the change in control
                  of the Company on April 6, 2001, there have been no legal
                  proceedings brought against Volt.

<PAGE>

                           VOLT INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2002 AND 2001


NOTE 8-  PROVISION FOR INCOME TAXES

                  Deferred income taxes will be determined using the liability
                  method for the temporary differences between the financial
                  reporting basis and income tax basis of the Company's assets
                  and liabilities. Deferred income taxes will be measured based
                  on the tax rates expected to be in effect when the temporary
                  differences are included in the Company's consolidated tax
                  return. Deferred tax assets and liabilities are recognized
                  based on anticipated future tax consequences attributable to
                  differences between financial statement carrying amounts of
                  assets and liabilities and their respective tax bases.

                  At December 31, 2002 and 2001, deferred tax assets consist of
                  the following:

                                                          2002           2001
                                                          ----          -----

                  Net operating loss carryforwards     $165,889     $   257,670
                  Less:  valuation allowance           (165,889)       (257,670)
                                                      ----------      ---------

                                                       $   -0-      $      -0-
                                                      ==========     ===========

                  At December 31, 2002 and September 30, 2002, the Company had
                  federal net operating loss carryforwards in the approximate
                  amounts of $414,723 and $496,833, respectively, available to
                  offset future taxable income. The Company established
                  valuation allowances equal to the full amount of the deferred
                  tax assets due to the uncertainty of the utilization of the
                  operating losses in future periods.

NOTE 9-           NOTE PAYABLE - BANK

                  In November 2002, the Corporation closed on a line of credit
                  with a bank in the amount of $750,000. The loan proceeds will
                  be used to commence the operations of Opportunity Knocks. As
                  of December 31, 2002, the Company had $10,000 outstanding.


                          PART II - - OTHER INFORMATION

Item 1.  Legal Proceedings.

In September of 1999, the Deerbrook Publishing Group, Inc. ("Deerbrook") leased
a computer driven aspect image center (printer for film) used to make separation
for printing (the "aspect image center") and certain other computer equipment
from Copelco Capital, Inc. ("Copelco"). All of the equipment was delivered to
the Deerbrook's then printing operation in Phoenix, Arizona, and installed.
Shortly thereafter, Deerbrook ceased printing for itself and its customers. The
equipment was returned to Copelco. In August of 2000, Copelco brought suit in
the United States District Court for the District of Arizona, cause no. CIV
`00-1620 PHX ROS, to recover its alleged damages $155,398.02 for Deerbrook's
return of the leased equipment plus continuing interest at the rate of one and
one-third percent per month and attorneys fees and costs. The Company does not
believe that Copelco has mitigated its damages and further believes that Copelco
has either sold the equipment or otherwise disposed of the same in a manner
which was not commercially reasonable. The Copelco claims will be vigorously
defended against. Any possible loss from this litigation will be less than one
percent (1%) of the Company's net assets and will be immaterial.

Item 2.  Changes in Securities

                NONE

Item 3.  Defaults Upon Senior Securities

                NONE

Item 4.  Controls and Procedures

Within 90 days prior to the filing of this Quarterly  Report on Form 10-Q,  the
chief  executive  officer of the Company  evaluated the  effectiveness  of the
Company's  disclosure  controls and procedures and have concluded that the
Company's  controls and  procedures  are  effective in timely  alerting  them to
material  information  required to be disclosed in the reports that are filed or
submitted under the Securities and Exchange Act of 1934.  There have been no
significant  changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

Item 5.  Other Information.

                NONE

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

INDEX TO EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION OF DOCUMENT

99.3           Certifications Required Pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002.


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

                                           VOLT INC.
                                           (Registrant)

Date February 20, 2003                      /s/ Denis C. Tseklenis
                                            ----------------------------------
                                            Denis C. Tseklenis, Sole Director




                                  CERTIFICATION

I, Denis C. Tseklenis, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Volt Inc.

2. Based on my knowledge, this annual 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I 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 me by others within those entities, particularly
during the period in which this annual 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 annual report (the "Evaluation Date"); and

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

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

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

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

6. I have indicated in this annual 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 20, 2003

/s/Denis C. Tseklenis
Denis C. Tseklenis
Chief Executive Officer