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


                                   FORM 10-QSB


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

                    The Quarterly period ended March 31, 2003

                         Commission File Number: 0-28599


                                QUOTEMEDIA, INC.
        (Exact name of small business issuer as specified in its charter)


                                     NEVADA
         (State or other jurisdiction of incorporation or organization)


                                   91-2008633
                      (IRS Employer Identification Number)


                            17100 East Shea Boulevard
                                    Suite 230
                               Fountain Hills, AZ
                    (Address of principal executive offices)


                                      85268
                                   (Zip Code)


                                 (480) 905-7311
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 [ ].

On May 6, 2003, the Registrant had 55,886,704 shares of common stock
outstanding.
<PAGE>
                                QUOTEMEDIA , INC.
                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB


                                                                            Page
                                                                            ----

Part I. Financial Information

         Item 1.  Financial Statements                                         3

                  Balance Sheets                                               3

                  Statements of Operations                                     4

                  Statements of Cash Flows                                     5

                  Notes to Financial Statements                                6

         Item 2.  Management's Discussion and Analysis                         8


Part II. Other Information

         Item 1.  Legal Proceedings                                           11

         Item 2.  Changes in Securities                                       11

         Item 3.  Defaults Upon Senior Securities                             11

         Item 4.  Submission of Matters to a Vote of Security Holders         11

         Item 5.  Other Information                                           11

         Item 6.  Exhibits and Reports on Form 8-K                            11


         Signatures                                                           12

         Certifications                                                       13

                                                                               2
<PAGE>
                                QUOTEMEDIA, INC.
                                  BALANCE SHEET
                              AS AT MARCH 31, 2003
                                   (UNAUDITED)

ASSETS                                                            MARCH 31, 2003
                                                                  --------------

CURRENT ASSETS

Cash and cash equivalents                                          $    93,638
Accounts receivable                                                     14,251
Deposits                                                                15,859
                                                                   -----------
Total current assets                                                   123,748

Fixed assets, net                                                       43,019
                                                                   -----------
                                                                   $   166,767
                                                                   ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                                   $   135,086
Note payable                                                           115,417
Deferred revenue                                                         2,750
Due to related parties, net                                            223,691
                                                                   -----------
                                                                       476,944
                                                                   -----------
STOCKHOLDERS' DEFICIENCY

Common stock, $0.001 par value, 100,000,000 shares
authorized, 54,886,704 shares issued and outstanding                    54,887
Additional paid-in capital                                           6,075,895
Accumulated deficit                                                 (6,440,959)
                                                                   -----------
                                                                      (310,177)
                                                                   -----------
                                                                   $   166,767
                                                                   ===========

                             See accompanying notes

                                                                               3
<PAGE>
                                QUOTEMEDIA, INC.
                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                        THREE MONTHS ENDED    THREE MONTHS ENDED
                                          MARCH 31, 2003        MARCH 31, 2002
                                          --------------        --------------
OPERATING REVENUE

Advertising                                $      1,330          $      1,458
Licensing fees                                   16,830                 4,433
                                           ------------          ------------
                                                 18,160                 5,891

OPERATING EXPENSES

Business development                              8,854                 2,903
Financing expense                                64,000               287,750
Office                                          146,145                61,151
Professional fees                                10,563                 5,068
Research and development                        131,768                44,223
Website content                                  66,656                45,482
                                           ------------          ------------
                                                427,986               446,577
                                           ------------          ------------

OPERATING LOSS                                 (409,826)             (440,686)

OTHER INCOME AND EXPENSES
Interest income                                      90                    90
                                           ------------          ------------

LOSS FOR PERIOD                                (409,736)             (440,596)
                                           ============          ============

EARNINGS PER SHARE

Basic and diluted loss per share           $      (0.01)         $      (0.01)
                                           ============          ============

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic and diluted                            50,872,166            34,285,362
                                           ============          ============

                             See accompanying notes

                                                                               4
<PAGE>
                                QUOTEMEDIA, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                         THREE MONTHS ENDED   THREE MONTHS ENDED
                                           MARCH 31, 2003       MARCH 31, 2002
                                           --------------       --------------
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS                                     $(409,736)           $(440,596)

ADJUSTMENTS TO RECONCILE LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Depreciation expense                             3,429                4,000
Issuance of capital stock for services         213,738              271,250
CHANGES IN ASSETS AND LIABILITIES:
Accounts receivable                             (1,566)                (284)
Deposits                                            87                   --
Accounts payable                               (48,072)             (86,664)
Deferred revenue                                 1,390                1,760
Due from related parties, net                  (14,383)               9,250
                                             ---------            ---------
NET CASH USED IN OPERATING ACTIVITIES         (255,113)            (241,284)
                                             ---------            ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed assets                                    (1,449)              (8,573)
                                             ---------            ---------
NET CASH USED IN INVESTING ACTIVITIES           (1,449)              (8,573)
                                             ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of common stock for cash              160,000              180,000
Repayment of note payable                           --              (30,000)
Share subscription receivable                       --               20,000
                                             ---------            ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES      160,000              170,000
                                             ---------            ---------

NET (DECREASE) IN CASH                         (96,562)             (79,857)

CASH, BEGINNING OF PERIOD                      190,200              201,020
                                             ---------            ---------

CASH, END OF PERIOD                          $  93,638            $ 121,163
                                             =========            =========

See supplementary information (note 3)

                             See accompanying notes

                                                                               5
<PAGE>
                                QUOTEMEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THREE MONTH PERIOD ENDED MARCH 31, 2003
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
     accordance with the generally accepted accounting principles for interim
     financial statements and instructions for Form 10 - QSB. Accordingly, they
     do not include all of the information and footnotes required by generally
     accepted accounting principles 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. Operating results for any quarter are not necessarily indicative
     of the results for any other quarter or for a full year.

     These financial statements should be read in conjunction with our financial
     statements  and the notes  thereto for the fiscal year ended  December  31,
     2002  contained in our Form 10-KSB filed with the  Securities  and Exchange
     Commission dated March 10, 2003.

2.   SIGNIFICANT ACCOUNTING POLICIES

     These interim financial  statements follow the same accounting policies and
     methods of application as our annual financial statements, except for 2(b).

     a)   STOCK BASED COMPENSATION

          We  have  elected  under  FAS No.  123,  "Accounting  for  Stock-based
          Compensation",  to  account  for  employee  stock  options  using  the
          intrinsic  value  method.  This  method  is  described  in  Accounting
          Principles Board ("APB") Opinion No. 25,  "Accounting for Stock Issued
          to  Employees",  and  related  interpretations.  As we grant all stock
          options  with an  exercise  price  equal  to the  market  value of the
          underlying  common  shares on the date of the grant,  no  compensation
          expense is required to be recognized  under APB 25. FAS No. 123 uses a
          fair value method of calculating the cost of stock option grants.  Had
          compensation  cost for our employee stock option plan been  determined
          by this  method,  our net loss and loss per share  would  have been as
          follows:

<TABLE>
<CAPTION>
          Three months ended March 31,                                   2003         2002
                                                                         ----         ----
<S>                                                                   <C>          <C>
          Net income:
            As reported                                               $(409,736)   $(440,686)
            Less:  Total stock-based employee compensation expense
            determined under fair value based method for all awards    (234,173)    (318,917)
                                                                      ---------    ---------
            Pro forma                                                  (643,909)    (759,603)
          Basic and diluted earnings per share:
            As reported                                                   (0.01)       (0.01)
            Pro forma                                                     (0.01)       (0.02)
</TABLE>

                                                                               6
<PAGE>
                                QUOTEMEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     THREE MONTH PERIOD ENDED MARCH 31, 2003
                                   (UNAUDITED)

          The weighted  average  fair value of the options and warrants  granted
          during the three  months ended March 31, 2003 is $0.03 per share (2002
          - $0.12).

          The fair value of each option on the date of grant is estimated  using
          the  Black-Scholes  option-pricing  model with the following  weighted
          average  assumptions for the three month period ending March 31, 2003:
          expected  dividend  yield  of 0%  (2002 - 0%),  expected  stock  price
          volatility  of 173%  (2002 - 166%),  a risk free  interest  rate of 5%
          (2002 - 5%);  and an expected  life of options of one year (2002 - one
          year).

     b)   RECENT ACCOUNTING PRONOUNCEMENTS

          In November 2002, the Financial  Accounting  Standards  Board ("FASB")
          issued  FASB  Interpretation  No.  45,  "Guarantor's   Accounting  and
          Disclosure Requirements for Guarantees,  Including Indirect Guarantees
          of  Indebtedness  of Others" ("FIN 45").  FIN 45 expands on previously
          issued  accounting  guidance and requires  additional  disclosure by a
          guarantor to recognize,  at the inception of a guarantee,  a liability
          for the fair value of an  obligation  assumed by issuing a  guarantee.
          The provision for initial recognition and measurement of the liability
          is applied on a  prospective  basis to  guarantees  issued or modified
          after  December 31, 2002. The standard was adopted on January 1, 2003,
          and  is not  expected  to  have a  material  effect  on the  financial
          statements

3.   SUPPLEMENTARY CASH FLOW INFORMATION

          Three months ended March 31,                       2003        2002
                                                             ----        ----

          Cash received for interest                          $90         $90

4.   COMPARATIVE FIGURES

     Certain figures in the comparative period have been reclassified to conform
     to the current year's presentation.

5.   SUBSEQUENT EVENTS

     In April 2003, we issued 1,000,000 shares of our restricted common stock at
     $0.05 for total  proceeds of  $50,000.  No  warrants  were  attached to the
     common stock issued.

                                                                               7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with our financial
statements  and notes  thereto  included  elsewhere in this  report.  We caution
readers   regarding   certain  forward  looking   statements  in  the  following
discussion,  elsewhere in this report, and in any other statements,  made by, or
on behalf of our company,  whether or not in future  filings with the Securities
and Exchange Commission.  Forward-looking statements are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results,  or  other  developments.   Forward-looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business, economic, and competitive uncertainties and contingencies,
many of which are beyond our control and many of which,  with  respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual  results and could cause actual  results to differ  materially
from those expressed in any forward looking statements made by, or on behalf of,
our company. We disclaim any obligation to update forward-looking statements.

     All references to "we", "our",  "us", of "quotemedia"  refer to QuoteMedia,
Inc., and it predecessors, operating divisions, and subsidiaries.

     This report should be read in  conjunction  with our Form 10-KSB filed with
the Securities and Exchange Commission dated March 10, 2002.

OVERVIEW

     We are a leading software  developer and Application  Service Provider,  or
ASP,  specializing in the collection,  aggregation,  and unique delivery of both
delayed and real-time  financial  data content via the Internet.  We develop and
license  unique  Web-based  software  components  that deliver  cost  effective,
dynamic  content to websites of potential  customers,  which  include  brokerage
firms, financial institutions, mutual fund companies, portals, public companies,
Fortune 500 companies, and corporate intranets.

     Our unique product capabilities provide a competitive advantage to Internet
sites by offering a cost  effective  and simple  alternative  to the complex and
expensive data feed model employed by most websites today.

     To facilitate  effective  information  delivery,  QuoteMedia has created an
efficient,  scalable  model that  manages  and streams  information  to multiple
entities  from data centers and content  feeds across the Web. This means that a
website can license financial information software applications,  for monthly or
annual subscription fees, at significantly reduced costs to the user.

     These Web-delivered components are lightweight, reliable, and easy to embed
on a website.  They require  fewer  content  updates and data feeds,  have fewer
maintenance issues than competitors' products, and they are highly customizable,
allowing for seamless  integration  into a client's  website.  To add any of our
many  available  components,  a webmaster  simply copies and pastes a simple one
line  of  our  code  to  the  desired  page.  Any  necessary   assistance   with
implementation  is included in our guarantee of ongoing full  technical  support
for our clients.

                                                                               8
<PAGE>
RESULTS OF OPERATIONS

REVENUE

     Revenue   consists  of  advertising   fees   generated   from   sponsorship
advertisements  and licensing  fees  generated  from our software  applications.
Revenue for the three month period ended March 31, 2003 was $18,160  compared to
$5,891 for the three month period  ended March 31, 2002.  The increase is due to
the increased  market  acceptance of our subscription  based streaming  products
launched in 2002, and the introduction of new financial tools in 2003.

OPERATING EXPENSES

     WEBSITE CONTENT

     Website content  expenses  consist  primarily of fees paid to our strategic
partners for providing  financial  content such as news,  stock quotes,  charts,
company background data, and general  information.  Website content expenses for
the three month period ended March 31, 2003 were $66,656  compared  with $45,482
for the three month period ending March 31, 2002.  The increase is due primarily
to increased  stock exchange fees  associated  with an increase in the number of
customers receiving real-time financial information.

     PROFESSIONAL FEES

     Professional   fees  consist   primarily  of  legal  and  accounting  fees.
Professional  fees for the three month  period ended March 31, 2003 were $10,563
compared  with $5,068 for the three month  period  ending  March 31,  2002.  The
increase  is due to the  legal  costs  associated  with the  Annual  Meeting  of
Stockholders held in February 2003.

     RESEARCH AND DEVELOPMENT

     Research and development  expenses  consist  primarily of costs  associated
with the design, programming, and testing of our software applications. Research
and  development  expenses  for the three month period ended March 31, 2003 were
$131,768  compared with $44,223 for the three month period ended March 31, 2002.
The increase is due to $86,250 in development  costs resulting from the issuance
of 1,125,000 shares of our common stock for development services.

     BUSINESS DEVELOPMENT

     Business development  consists primarily of marketing,  investor relations,
travel, and printing expenses. Business development expenses for the three month
period  ended March 31, 2003 were $8,854  compared to $2,903 for the three month
period ended March 31, 2002. The increase is due to investor  relation  expenses
associated with the Annual Meeting of Stockholders held in February 2003.

                                                                               9
<PAGE>
     OFFICE

     Office  expenses  consist  primarily of rent,  computer  equipment  leases,
computer  maintenance and storage and salary  expenses.  Office expenses for the
three month  period ended March 31, 2003 were  $146,145  compared to $61,151 for
the three month period  ended March 31, 2002.  The increase is due to $63,488 in
office  expenses  resulting  from the  issuance of 793,600  shares of our common
stock for services provided to the Company.

     FINANCING EXPENSE

     During the three  months  ended  March 31,  2003,  we  incurred  $64,000 in
financing  fees resulting from the issuing of 800,000 shares of its common stock
associated  with private  equity  financings,  compared to $287,750 in financing
fees resulting from the issuing of 875,000 shares of its common stock during the
three months ended March 31, 2002.

INTEREST INCOME

Interest   income   consists  of  interest  earned  on  cash  and  money  market
investments. Interest income for the three month period ended March 31, 2003 was
$90 compared to $90 for the three month period ended March 31, 2002.

LOSS FOR THE PERIOD

As a result of the  foregoing,  we  incurred a loss for the three  months  ended
March 31, 2003 of $409,736 or approximately $(0.01) per share compared to a loss
of $440,596 and $ (0.01) per share for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Our cash  totaled  $93,638 at March 31,  2003,  as  compared  with  $190,200  at
December  31,  2002,  a decrease  of $96,562.  Net cash of $255,113  was used in
operations for the three months ended March 31, 2003,  primarily  resulting from
our net loss for the period and a decrease  in  accounts  payable  offset by the
issuance of capital  stock for services.  Net cash used in investing  activities
for the three months ended March 31, 2003 was $1,449 resulting from the purchase
of fixed assets. Net cash provided by financing  activities for the three months
ended March 31, 2003 was  $160,000  resulting  from the issuance of common stock
for cash.

Subsequent to March 31, 2003, we issued  1,000,000  shares of restricted  common
stock  for total  proceeds  of  $50,000.  We  believe  that cash on hand will be
sufficient to fund our current  operations through May 2003. After that date, we
will require  additional  financings,  which may come from future equity or debt
offerings that could result in dilution to our  stockholders.  Adequate  working
capital  may not be  available  and  the  lack of  such  working  capital  could
adversely affect our ability to continue business operations.

                                                                              10
<PAGE>
                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - none

ITEM 2. CHANGES IN SECURITIES

From January to March 2003, we issued a total of 3,200,000  shares of restricted
common stock at a price of $0.05 per share,  or an aggregate  offering  price of
$160,000  as  part of a  private  equity  financing.  Two  accredited  investors
participated in the offering. No commissions were associated with this offering.
We issued these shares without registration under the Securities Act in reliance
on the exemption provided by Section 4(2) of the Securities Act as a transaction
by an issuer not involving a public offering.

During January 2003, we issued  125,000  shares of restricted  common stock at a
price of $0.05 per share, or an aggregate price of $6,250 for services  provided
to the Company. We issued these shares without registration under the Securities
Act in reliance on the exemption  provided by Section 4(2) of the Securities Act
as a transaction by an issuer not involving a public offering.

During March 2003, we issued  1,793,600  shares of restricted  common stock at a
price of $0.08  per  share,  or an  aggregate  price of  $143,488  for  services
provided to the Company. In addition, during March 2003 we issued 800,000 shares
of restricted  common stock at a price of $0.08 per share, or an aggregate price
of $64,000,  as a financing fee for financing provided to the Company. We issued
these shares  without  registration  under the Securities Act in reliance on the
exemption  provided by Section 4(2) of the Securities Act as a transaction by an
issuer not involving a public offering.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - none

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - none

ITEM 5. OTHER INFORMATION - none

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         EXHIBIT
         NUMBER     DESCRIPTION OF EXHIBIT
         -------    ----------------------
          99.1      Certification by Chief Executive Officer
          99.2      Certification by Chief Financial Officer

     (b) Reports on Form 8-K - None

                                                                              11
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                       QUOTEMEDIA, INC.


                                       Dated: May 6, 2003


                                       By: /s/ David M. Shworan
                                           -------------------------------------
                                           David M. Shworan,
                                           President
                                           (Principal Executive Officer)



                                       By: /s/ Keith J. Randall
                                           -------------------------------------
                                           Keith J. Randall, C.A.,
                                           Chief Financial Officer
                                           (Principal Accounting Officer)

                                                                              12
<PAGE>
                                  CERTIFICATION

     I, David M. Shworan, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Quotemedia,
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, 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 the  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 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 6, 2003

                                       By: /s/ David M. Shworan
                                           -------------------------------------
                                           David M. Shworan
                                           Chief Executive Officer and President

                                                                              13
<PAGE>
                                  CERTIFICATION

     I, Keith J. Randall, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Quotemedia,
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, 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 the  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 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 6, 2003

                                        By: /s/ Keith J. Randall
                                            ------------------------------------
                                            Keith J. Randall
                                            Chief Financial Officer