SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(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 000-22281

                                 24HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  33-0726608
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

                                 Cyberia House
                           Church Street, Basingstoke
                               Hampshire RG21 7QN
                                 United Kingdom
                    (Address of Principal Executive Offices)

                                +44 1256 867 800
                               (Telephone number)

     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) had been subject to such
filing requirements for the past 90 days. Yes   X   No
                                              -----    -----

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934

<PAGE>

subsequent to the  distribution of securities under a plan confirmed by a court.
 Yes   X   No
     -----    -----

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Number of shares of Common Stock outstanding at May 14, 2003: 85,486,716.



<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements.

                                24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                   March 31, 2003         December 31, 2002
                                                                   --------------         -----------------
                                                                    (Unaudited)
                                  ASSETS
<S>                                                                       <C>                     <C>
Current assets:
Cash and cash equivalents                                             $     2,301              $    802,091
Accounts receivable                                                     1,948,085                 1,424,802
Inventory                                                                 532,979                   315,576
Prepaid expenses and other assets                                          72,356                    67,230
                                                                      -----------              ------------
     Total current assets                                               2,555,721                 2,609,699


Property and equipment , net of
  accumulated depreciation and amortization                             1,346,602                 1,368,342
                                                                      -----------              ------------

                                                                      $ 3,902,323              $  3,978,041
                                                                      ===========              ============


           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities-
  Accounts payable and accrued expenses                               $ 2,211,802              $  2,377,599
Credit facility                                                         1,025,802                   874,110
  Current portion of loan payable, bank                                   100,431                    88,469
                                                                      -----------              ------------
     Total current liabilities                                          3,338,035                 3,340,178

Loan payable, bank, less current portion                                  173,225                   212,414

Deferred taxes                                                             88,600                    89,200

Shareholders' equity:
Preferred stock; $0.001 par value, 5,000,000 authorized, no shares
    issued and outstanding                                                      -                         -
Common stock; $.001 par value,  100,000,000 shares authorized
    96,147,396 shares issued and outstanding                               36,742                    36,742
Additional paid in capital                                             10,362,233                10,362,233
  Other comprehensive loss                                               (210,907)                 (194,643)
Accumulated deficit                                                    (9,885,605)               (9,868,083)
                                                                      -----------              ------------
     Total shareholders' equity                                           302,463                   336,249
                                                                      -----------              ------------

                                                                      $ 3,902,323              $  3,978,041
                                                                      ===========              ============

</TABLE>

                                      -1-

<PAGE>

                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
<
                                                                   Three months ended       Three months ended
                                                                     March 31, 2003           March 31, 2002
                                                                     --------------           --------------
                                                                      (Unaudited)              (Unaudited)

<S>                                                                <C>                      <C>
    Revenue                                                        $      4,190,612         $       4,972,664

    Cost of Revenue                                                       3,623,684                 4,521,376
                                                                   ----------------         -----------------

    Gross profit                                                            566,928                   451,288


    Operating expenses:
      Distribution costs                                                     98,683                    85,408
      General and administative                                             455,051                   420,669
      Depreciation                                                           17,519                    17,505
                                                                   ----------------         -----------------
         Total operating expenses                                           571,253                   523,582
                                                                   ----------------         -----------------

    Net loss before interest and other income
      and interest expense                                                   (4,325)                  (72,294)

    Interest and other income                                                  (799)                   (1,471)
    Interest expense                                                         13,995                    18,238
                                                                   ----------------         -----------------

    Net loss before provision for income taxes                              (17,521)                  (89,061)

    Provision for income taxes                                                    -                         -
                                                                   ----------------         -----------------

    Net loss                                                       $        (17,521)        $         (89,061)
                                                                   =================        ==================


    Other comprehensive loss:
       Foreign currency translation                                         (16,525)                  (24,172)
                                                                   -----------------        ------------------
    Total comprehensive loss                                       $        (34,046)        $        (113,233)
                                                                   =================        ==================

    Net loss per share -
      basic and diluted                                            $          (0.00)        $           (0.00)
                                                                   =================        ==================

    Weighted average number of shares outstanding -
      basic and diluted                                                  96,147,396                85,486,717
                                                                   ================         ==================

</TABLE>

                                      -2-
<PAGE>


                             24HOLDINGS INC.
                     (FORMERLY KNOWN AS SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

            INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                           Three months ended   Three months ended
                                                                             March 31, 2003       March 31, 2002
                                                                             --------------       --------------
                                                                               (Unaudited)          (Unaudited)
<S>                                                                                  <C>                  <C>
Cash flows provided by (used for) operating activities:
 Net loss                                                                    $     (17,521)       $     (89,061)
                                                                             -------------        -------------

Adjustments to reconcile net loss to net cash
 provided by (used for) operating activities:
Depreciation                                                                        17,519               17,505
Foreign currency translation                                                       (14,806)             (15,532)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                               (555,877)             (13,374)
Inventory                                                                         (225,612)               1,391
Prepaid expenses and other current assets                                           (6,180)             (25,161)


Increase (decrease) in liabilities:
  Accounts payable and accrued expenses                                           (122,624)            (624,306)
  Income taxes payable                                                                (470)                   -
  Deferred taxes                                                                      (600)                (600)
                                                                             -------------        -------------

   Total adjustments                                                              (908,650)            (660,077)
                                                                             -------------        -------------

   Net cash used for operating activities                                         (926,171)            (749,138)
                                                                             -------------        -------------

Cash flows provided by (used for) investing activities:
 Acquisition of property and equipment                                             (21,976)                   -
 Due to/from related party                                                              -                 4,038
                                                                             -------------        -------------

     Net cash provided by (used for) investing activities                          (21,976)               4,038
                                                                             -------------        -------------

Cash flows provided by (used for) financing activities:
 Payments on credit facility                                                       170,041             (216,111)


 Payments on long-term debt, bank                                                  (21,684)             (13,552)
                                                                             -------------        -------------

    Net cash provided by (used for) financing activities                           148,357             (229,663)
                                                                             -------------        -------------

Net decrease in cash and cash equivalents                                         (799,790)            (974,763)
Cash and cash equivalents, beginning of period                                     802,091            1,339,650
                                                                             -------------        -------------
Cash and cash equivalents, end of period                                     $       2,301        $     364,887
                                                                             =============        =============

Supplemental disclosure of cash flow information:
  Interest paid                                                              $      11,017        $      18,815
                                                                             =============        =============
  Income taxes paid                                                          $           -        $           -
                                                                             =============        =============
</TABLE>

                                      -3-
<PAGE>
                                24HOLDINGS INC.
                        (formerly known as Scoop, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED MARCH 31, 2003




(1)      Description of Business:

         Interim Financial Statements:

         The   accompanying   financial   statements   include  all  adjustments
         (consisting  of only  normal  recurring  accruals),  which are,  in the
         opinion of management, necessary for a fair presentation of the results
         of  operations  for the  periods  presented.  Interim  results  are not
         necessarily  indicative  of the results to be expected for a full year.
         The  financial  statements  should  be read  in  conjunction  with  the
         financial  statements  included in the annual report of 24Holdings Inc.
         and subsidiaries on Form 10-K for the year ended December 31, 2002.

         General:

         24Holdings  Inc.,  formerly known as Scoop,  Inc.  ("24Holdings" or the
         "Company"),  was  incorporated  in 1996 in the state of  Delaware as an
         online news  provider.  In July 1998,  the Company filed a petition for
         relief under  Chapter 11 of the federal  bankruptcy  laws in the United
         States  Bankruptcy  Court for the Central  District of  California.  On
         October 5, 1999  pursuant to a Plan of  Reorganization  approved by the
         Bankruptcy  Court,  the Company was  acquired in a reverse  merger with
         24STORE  (Europe)  Limited,   formerly  known  as  24STORE.com  Limited
         ("24STORE"),  whose  parent  company  acquired  91% of the  outstanding
         shares  of the  Company,  or  60,783,219  of newly  issued  shares,  in
         exchange for all the outstanding shares of 24STORE.

         24STORE was incorporated  July 28, 1998 in England and Wales, and was a
         wholly owned  subsidiary of InfiniCom AB, a publicly  listed company on
         the  SBI  market  in  Sweden,  whose  principal  activity  is that of a
         consulting company.

         On May 6, 1999,  24STORE  acquired  three  companies  registered in the
         United Kingdom, related through common ownership.

         Scoop, Inc. changed its name to 24Holdings Inc. on April 2, 2001.

         All the  consolidated  entities  are in the  business  of  selling  and
         distributing consumer and commercial electronic products in Europe.

                                      -4-
<PAGE>


                                24HOLDINGS INC.
                        (formerly known as Scoop, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED MARCH 31, 2003



(2)      Principles of Consolidation:

         The  accompanying  consolidated  statements  include  the  accounts  of
         24Holdings  Inc.  and   subsidiaries.   All  significant   intercompany
         transactions and accounts have been eliminated.

         The financial  statements of subsidiaries outside the United States are
         generally measured using the local currency as the functional currency.
         Accordingly, assets and liabilities are translated at year-end exchange
         rates, and operating statement items are translated at average exchange
         rates prevailing during the year. The resulting translation adjustments
         are  recorded  as  other  comprehensive  income.  Exchange  adjustments
         resulting  from  foreign  currency  transactions  are  included  in the
         determination of net income (loss).

         Basis of Presentation:

         The Company's  financial  statements  have been  presented on the basis
         that the Company will continue as a going concern,  which  contemplates
         the  realization of assets and the  satisfaction  of liabilities in the
         normal course of business.  The Company incurred net losses of $827,279
         and  $17,521  during the year  ended  December  31,  2002 and the three
         months  ended  March 31,  2003,  respectively,  and has an  accumulated
         deficit of  $9,885,605  at March 31,  2003.  The Company  had  negative
         working  capital of $782,314 at March 31,  2003.  These  factors  raise
         substantial  doubt about the  Company's  ability to continue as a going
         concern. Management is currently attempting to decrease operating costs
         and enter into new sources of  revenue,  including  software  sales and
         consulting,  and selling  some  assets to raise  funds.  The  financial
         statements  do not include any  adjustments  that might be necessary if
         the Company is unable to continue as a going concern.

(3)      Contingencies:

         On January 28,  2002,  the  Company's  parent  company,  InfiniCom  AB,
         applied  to  the  Stockholm  District  Council  for  reconstruction  in
         accordance  with  Swedish  law,  similar  to a Chapter 11 filing in the
         United States bankruptcy  system.  The parent company  restructured its
         debt and emerged  from  reconstruction  during 2002.  As a result,  the
         parent company does not currently have the funds to assist in financing
         the working  capital of the  Company,  nor in financing  the  reporting
         requirements of the Company.

         On July 17, 2002,  the Company,  by way of  redundancy,  terminated the
         employment of its President/Chief Executive Officer, with the Company's
         Board of Directors  ratifying the termination on August 12, 2002. Under
         the terms of the former President/Chief  Executive Officer's employment
         agreement  with the  operating  companies,  the Company  paid to him an
         amount  equal to six months'  salary upon his  termination.  The former
         President/Chief  Executive  Officer pursued a claim against the Company
         in the United Kingdom for unfair dismissal;  however, during March 2003
         the   Company   reached  a   settlement   agreement   with  the  former
         President/Chief  Executive  Officer for  approximately  $72,000,  which
         amount is included in accrued expenses.

                                      -5-
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's interim
results of operations and financial condition. This discussion should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations  included in the Company's  Annual Report on Form 10-K for
the year ended  December  31,  2002,  filed  with the  Securities  and  Exchange
Commission.

RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2003 and 2002:

NET SALES.  Net sales for the three months ended March 31, 2003 were  $4,190,612
compared to $4,972,664 for the three months ended March 31, 2002, representing a
decrease of 16%.  The main reason for the  reduction  in the three  months ended
March 31, 2003 was a reduction in sales to a volume export account.

GROSS  PROFIT.  Gross  profit  for the three  months  ended  March 31,  2003 was
$566,928  compared  to  $451,288  for the three  months  ended  March  31,  2002
representing  an increase of 26%.  Gross  profit as a  percentage  of sales were
13.5% for the three months  ended March 31, 2003  compared to 9.1% for the three
months ended March 31, 2002. The changes in gross profit  between  periods are a
result of the reduction in sales to a low margin high volume export  account and
high margins on software solutions sales.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  ("SG&A") expenses for the three months ended March 31, 2003 were
$571,253  compared to $523,582 for the three  months  ended March 31, 2002.  The
increase is  attributable  to the cost  associated  with the software  solutions
business, started up during the fourth quarter 2002.

INTEREST EXPENSE.  Interest expense, net of interest income for the three months
ended March 31, 2003 was $13,196  compared to $16,767 for the three months ended
March 31, 2002.

INCOME TAXES

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents at March 31, 2003 were $2,301 compared to $802,091 as
of December 31,  2002.  This  decrease is primarily  due to the position of cash
advances on the revolving  line of credit at year end and the timing of payments
to creditors at year end and at March 31, 2003.

The net  decrease in cash for the three months ended March 31, 2003 was $799,790
compared to a net decrease of $974,763 in the three months ended March 31, 2002.

                                      -6-
<PAGE>

Cash used for  acquisition of equipment in the three months ended March 31, 2003
was $21,976, mainly used for the upgrading of computer equipment.

In its United Kingdom  operating  subsidiaries,  the Company has (1) a revolving
line of credit  based on 70% of eligible  receivables,  (2) a ten year  mortgage
expiring in 2008, secured by the underlying property and (3) a $75,000 overdraft
facility.  The mortgage, the revolving line of credit and the overdraft facility
bear interest at the prime rate plus 2%.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our consolidated  financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United  States of  America.  The  preparation  of these  consolidated  financial
statements requires management to make estimates and assumptions that affect the
reported  amounts  of assets  and  liabilities  at the date of the  consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. On an on-going basis,  management  evaluates its estimates
and judgments, including those related to revenue recognition, allowance for bad
debt, accrued expenses,  financing operations, and contingencies and litigation.
Management  bases its estimates and  judgments on historical  experience  and on
various   other   factors  that  are  believed  to  be   reasonable   under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our consolidated financial statements include estimates as to
the appropriate  carrying value of certain assets and liabilities  which are not
readily apparent from other sources,  such as allowance for bad debt,  goodwill,
inventory  valuation and the deferred tax asset.  These accounting  policies are
described at relevant  sections in this discussion and analysis and in the notes
to the consolidated  financial  statements included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2002.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company does not hold any derivative  financial  instruments.  However,  the
Company is exposed to interest rate risk.  The Company  believes that the market
risk  arising  from  holdings  of its  financial  instruments  is not  material.
However,  all of the Company's  operations are conducted  through its subsidiary
24STORE and  denominated in British pounds sterling or, prior to the sale of its
Norwegian  subsidiary,  Norwegian Kroner, and none of the Company's revenues are
generated in US Dollars. For consolidation  purposes, the assets and liabilities
of 24STORE are converted to US Dollars using year-end exchange rates and results
of  operations  are  converted  using a monthly  average  rate  during the year.
Fluctuations  in the currency rates between the United  Kingdom,  Norway and the
United  States may give rise to material  variances in reported  earnings of the
Company.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures designed to ensure that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported within the specified time periods.  Within 90 days prior to the date of
this report,  the Company's Chief Executive  Officer and Chief Financial Officer
evaluated  the  effectiveness  of these  controls and  procedures.  Based on the
evaluation,  which disclosed no significant deficiencies or material weaknesses,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's  disclosure  controls and procedures are effective.  There were no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation.

                                       -7-
<PAGE>


                                    PART II
                               OTHER INFORMATION

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

(a) Exhibits.

    99.1 Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

    99.2 Certification  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.

    No reports on Form 8-K were filed  during the quarter for which this report
    is filed.

                                      -8-
<PAGE>

                                   SIGNATURES

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

Date:  May 15, 2003                    24HOLDINGS INC.

                                       By: /s/ Michael Neame
                                           -------------------------------------
                                           Michael Neame
                                           President and Chief Executive Officer

                                       By: /s/ Roger Woodward
                                           -------------------------------------
                                           Roger Woodward
                                           Chief Financial Officer and Secretary
                                           (Principal Accounting Officer)

                                      -9-
<PAGE>
                                 CERTIFICATIONS

I, Michael Neame, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of 24Holdings Inc.;

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

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

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

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

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

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

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

     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 15, 2003



By:  /s/Michael Neame
     ---------------------------------
     Name:   Michael Neame
     Title:  President and
             Chief Executive Officer

<PAGE>
                                 CERTIFICATIONS

I, Roger Woodward, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of 24Holdings Inc.;

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

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

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

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

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

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

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

     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 15, 2003



By:  /s/ Roger Woodward
     ---------------------------------
     Name:   Roger Woodward
     Title:  Chief Financial Officer
             (Principal Accounting Officer)