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: April 30, 2003

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


                        Commission file number 333-102441


                              BRINX RESOURCES LTD.
        (Exact name of small business issuer as specified in its charter)


                     NEVADA                           98-0388682
         (State or other jurisdiction of            (IRS Employer
         incorporation or organization)           Identification No.)


            4519 WOODGREEN DRIVE, WEST VANCOUVER, B.C. V7S 2T8 CANADA
                    (Address of principal executive offices)


                                 (604) 926-3677
                           (Issuer's telephone number)


                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)


 Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act 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 [ ] No [x]


     State the number of shares outstanding of each of the issuer's classes
              of common equity, as of the latest practicable date:
            11,400,000 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 APRIL 30, 2003


 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----


<PAGE>

                              BRINX RESOURCES LTD.
                         (AN EXPLORATION STAGE COMPANY)
                                   FORM 10-QSB
                                 APRIL 30, 2003






                                                                            PAGE
Financial Information

    Balance Sheets as of October 31, 2002
      and April 30, 2003 (unaudited)                                          3

    Statements of Operations for the Six Months Ended
      April 30, 2002 and 2003 and Cumulative Amounts from
      December 23, 1998 through April 30, 2003 (unaudited)                    4

    Statements of Operations for the Three Months Ended
      April 30, 2002 and 2003 (unaudited)                                     5

    Statements of Cash Flows for the Six Months Ended
      April 30, 2002 and 2003 and Cumulative Amounts from
      December 23, 1998 through April 30, 2003 (unaudited)                    6


    Notes to Financial Statements                                             7




                                       2
<PAGE>

BRINX RESOURCES LTD.
(An Exploration Stage Company)
BALANCE SHEETS

<TABLE>
<CAPTION>
===============================================================================================================

                                                                                  October 31,        April 30,
                                                                                         2002             2003
---------------------------------------------------------------------------------------------------------------
                                                                                                    (Unaudited)
<S>                                                                             <C>               <C>

ASSETS


CURRENT ASSETS
   Cash and cash equivalents                                                    $      28,729     $      11,668
                                                                                --------------    --------------

                                                                                       28,729            11,668

UNDEVELOPED MINERAL PROPERTY (NOTE 6)                                                     811     $         851
                                                                                --------------    --------------

TOTAL ASSETS                                                                    $      29,540     $      12,519
================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                     $       6,847     $      11,190
                                                                                --------------    --------------


STOCKHOLDERS' EQUITY
   Common stock (Note 4)
     Authorized
       50,000,000 common shares with a par value of $0.001 per share
        1,000,000 preferred shares with a par value of $0.01 per share
     Issued and outstanding
       11,400,00 common shares                                                         11,400            11,400
   Capital in excess of par value                                                      20,000            20,000
   Deficit accumulated during the development stage                                    (8,707)          (30,071)
                                                                                --------------    --------------

   Total stockholders' equity                                                          22,693             1,329
                                                                                --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $      29,540     $      12,519
================================================================================================================
</TABLE>



                 See accompanying notes to financial statements.

                                        3

<PAGE>


BRINX RESOURCES LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
============================================================================================================

                                                                                                Cumulative
                                                                                              Amounts From
                                                                                                 Inception
                                                            For the Six       For the Six    (December 23,
                                                           Month Period      Month Period         1998) to
                                                            Ended April       Ended April        April 30,
                                                               30, 2002          30, 2003             2003
------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>             <C>

REVENUES
                                                          $         -        $         -     $          -
                                                          --------------     -------------   ---------------


EXPENSES
    General and Administrative                                      -              21,364    $       30,071
                                                          --------------     -------------   ---------------


NET (LOSS)                                                $         -        $    (21,364)   $      (30,071)
============================================================================================================

NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED                                         $         -        $    (0.0019)   $      (0.0026)
============================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED                                            11,400,000        11,400,000        11,400,000
============================================================================================================
</TABLE>


                 See accompanying notes to financial statements.

                                        4


<PAGE>


BRINX RESOURCES LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
=========================================================================================


                                                          For the Three    For the Three
                                                           Month Period     Month Period
                                                            Ended April      Ended April
                                                               30, 2002         30, 2003
-----------------------------------------------------------------------------------------
<S>                                                       <C>              <C>

REVENUES
                                                          $          -     $           -
                                                          -------------    --------------


EXPENSES
    General and Administrative                                       -     $       8,386
                                                          -------------    --------------


NET (LOSS)                                                $          -     $      (8,386)
=========================================================================================

NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED                                         $          -     $     (0.0007)
=========================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED                                           11,400,000       11,400,000
=========================================================================================
</TABLE>



                 See accompanying notes to financial statements.

                                        5


<PAGE>


BRINX RESOURCES LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
=============================================================================================================================


                                                                                                                  Cumulative
                                                                                                                Amounts From
                                                                                                                   Inception
                                                                              For the Six       For the Six    (December 23,
                                                                             Month Period      Month Period         1998) to
                                                                              Ended April       Ended April        April 30,
                                                                                 30, 2002          30, 2003             2003
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                  $          -      $     (21,364)   $     (30,071)
  Adjustments to reconcile net loss to net cash used by
     operating activities
     Stock issued for costs and expenses                                               -                 -             1,400

  Changes in assets and liabilities
     Increase in accounts payable and accrued liabilities                              -              4,343           11,190
                                                                            -------------     --------------   --------------

  Net cash (used) by operating activities                                              -            (17,021)         (17,481)
                                                                            -------------     --------------   --------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of undeveloped mineral property                                             -                (40)            (851)
                                                                            -------------     --------------   --------------

  Net cash (used) in investing activities                                              -                (40)            (851)
                                                                            -------------     --------------   --------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                             -                 -            30,000
                                                                            -------------     --------------   --------------

  Net cash provided by financing activities                                            -                 -            30,000
                                                                            -------------     --------------   --------------


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE PERIOD                        -            (17,061)          11,668


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         -             28,729               -
                                                                            -------------     --------------   --------------


CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $          -      $      11,668    $      11,668
=============================================================================================================================
</TABLE>


                 See accompanying notes to financial statements.

                                        6




<PAGE>


BRINX RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2003
(UNAUDITED)

================================================================================

         The accompanying  unaudited  financial  statements included herein were
         prepared  from the records of Brinx  Resources  Ltd.  (the  Company) in
         accordance with Generally Accepted Accounting  Principles in the United
         States.  In the opinion of  management,  the interim data  includes all
         adjustments,  consisting of normal recurring adjustments,  necessary to
         provide a fair  statement of the results of  operations  and  financial
         position for the interim periods.  The financial  statements conform to
         the presentation in the Company's  Registration  Statement on Form SB-1
         filed with the  Securities  and Exchange  Commission for the year ended
         October  31,  2002.  These  financial  statements  should  be  read  in
         conjunction with the Company's Registration Statement on Form SB-1.

         The results of  operations  for the six months ended April 30, 2003 are
         not necessarily  indicative of the results that may be expected for the
         year ending October 31, 2003.

1.       HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was incorporated on December 23, 1998 under the laws of the
         State of Nevada.

         The  Company  is  in  the  business  of  the   exploration  of  mineral
         properties.  The Company has not yet determined  whether its properties
         contain  mineral  resources that may be  economically  recoverable  and
         therefore is considered to be a mining company in the exploration stage
         and a  development  stage  company as defined by Statement of Financial
         Accounting Standards No. 7.

2.       BASIS OF ACCOUNTING

         The accompanying  financial  statements have been prepared on the basis
         of  accounting  principles   applicable  to  a  going  concern,   which
         contemplates  that the  Company  will be able to realize its assets and
         discharge its  liabilities  in the normal course of business.  However,
         certain  conditions noted below currently exist which raise substantial
         doubt about the Company's ability to continue as a going concern. These
         financial  statements  do not  include any  adjustments  related to the
         realization  of  the  carrying  value  of  assets  or the  amounts  and
         classifications  of  liabilities  that  might be  necessary  should the
         Company be unable to continue in existence.

         The operations of the Company have primarily been funded by the sale of
         common stock.  Continued operations of the Company are dependent on the
         Company's  ability to  complete  public  equity  financing  or generate
         profitable  operations in the future.  Management's plan in this regard
         is to secure  additional funds through future equity  financings.  Such
         financings  may not be available or may not be available on  reasonable
         terms.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         These  financial  statements  have been  prepared  in  conformity  with
         generally  accepted  accounting  principles  in the  United  States  of
         America. The significant accounting policies adopted by the Company are
         as follows:

         USE OF ESTIMATES

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


                                       7
<PAGE>


BRINX RESOURCES LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2003
(UNAUDITED)



3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         FOREIGN CURRENCY TRANSLATION

         Transaction amounts denominated in foreign currencies are translated at
         exchange rates  prevailing at  transaction  dates.  Carrying  values of
         monetary assets and liabilities are adjusted at each balance sheet date
         to reflect  the  exchange  rate at that date.  Non-monetary  assets and
         liabilities  are  translated  at the  exchange  rate  on  the  original
         transaction date. Gains and losses from restatement of foreign currency
         monetary and  non-monetary  assets and  liabilities are included in the
         statement of  operations.  Revenues and expenses are  translated at the
         rates of exchange  prevailing on the dates such items are recognized in
         the statement of operations.

         CASH AND CASH EQUIVALENTS

         The  Company  considers  cash  held  at  banks  and all  highly  liquid
         investments with original maturities of three months or less to be cash
         and cash equivalents.

         INCOME TAXES

         A  deferred  tax  asset or  liability  is  recorded  for all  temporary
         differences  between financial and tax reporting and net operating loss
         carryforwards.  Deferred  tax  expenses  (benefit)  result from the net
         change during the year of deferred tax assets and liabilities.

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         LOSS PER SHARE

         Basic loss per share is computed by dividing  loss  available to common
         shareholders  by the weighted  average number of shares of common stock
         outstanding  during  the  period.  Diluted  loss per share  takes  into
         consideration shares of common stock outstanding  (computed under basic
         loss per share) and potentially dilutive shares of common stock.


4.       RELATED PARTY TRANSACTIONS

         During the six months ended April 30, 2003, the Company paid $2,877 for
         administrative services performed by a related entity.


                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Our business plan is to proceed with the exploration of the Antelope
Pass Project to determine whether there are commercially exploitable reserves of
gold located on the property comprising the mineral claims. We have decided to
proceed with the first phase of a staged exploration program recommended by the
geological report prepared by Leroy Halterman. Mr. Halterman has been engaged to
conduct this first phase of the exploration program, the fieldwork of which is
expected to take approximately 10 to 14 days to complete. The samples collected
during the fieldwork will then be tested and analyzed. We expect to complete an
evaluation of the Phase I program prior to the end of the current fiscal year,
which ends October 31, 2003.

         We will assess whether to proceed to the Phase II of the recommended
geological exploration program upon completion of an assessment of the results
of Phase I of the geological exploration program. In completing this
determination, we will review the conclusions and recommendations that we
receive from our geologist based on his geological review of the results of the
first phase. We will also make an assessment as to whether the results of Phase
I are sufficiently positive to enable us to achieve the financing necessary for
us to proceed with Phase II of the exploration program. Since we cannot
undertake Phase II of exploration program unless we achieve the necessary
financing to fund it, we do not know when or if we will proceed with Phase II.

         This assessment will include an assessment of our cash reserves after
the completion of Phase I and the market for financing of mineral exploration
projects at the time of our assessment.

         We anticipate that we will incur the following expenses over the next
twelve months:

   o     $11,250 in connection with the completion of the Phase I of our
         recommended geological work program;
   o     $10,700 for the remainder of the offering expenses; and
   o     $10,000 for operating expenses, including professional legal and
         accounting expenses associated with our becoming a reporting issuer
         under the Securities Exchange Act of 1934.

         Accordingly, we anticipate spending approximately $31,950 over the next
twelve months in pursuing our stated plan of operations. Based on our cash
position of $11,668 as of April 30, 2003 and a commitment from Ken Cabianca, our
sole officer, to loan up to $25,000, we believe we have sufficient cash
resources to pay for our operating expenses over the next twelve months. Of the
estimated $20,000 of offering expenses, we have paid approximately $9,300
through April 30, 2003.

         The commitment from Mr. Cabianca is not in writing. His commitment may
not be enforceable, as we have not given any consideration to Mr. Cabianca to
make it a binding agreement. However, we believe it likely that Mr. Cabianca
will fulfill this commitment, as he and his son are currently our only
shareholders and would benefit the most from the continued existence of the
company. Should Mr. Cabianca not provide us with the funds necessary to cover
our operating expenses, the company in all likelihood would cease to exist.

         We anticipate that we will require additional funding in the event that
we decide to proceed with Phase II of the exploration program. The anticipated
cost of Phase II of the exploration program is $41,150. This amount is in excess
of our projected cash reserves remaining upon completion of Phase I of the
exploration program. We anticipate that additional funding will be in the form
of equity financing from the sale of our common stock. However, we cannot
provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock to fund Phase II of the exploration
program. We believe that debt financing will not be an alternative for our
exploration program. We do not have any arrangements in place for any future
equity financing.

         If we determine not to proceed with further exploration of our mineral
claims due to a determination that the results of our initial geological program
do not warrant further exploration or due to an inability to finance further
exploration, we plan to pursue the acquisition of an interest in other mineral
claims. We anticipate that any future acquisition would involve the acquisition
of an option to earn an interest in a mineral claim as we anticipate that we
would not have sufficient cash to purchase a mineral claim of sufficient merit
to warrant exploration. This

                                       9

<PAGE>

means that we might offer shares of our stock to obtain an option.  Once we
obtain an option, we would then pursue finding the funds necessary to explore
the mineral claim by one or more of the following means:

   o     engaging in an offering of our stock;
   o     engaging in borrowing; or
   o     locating a joint venture partner or partners.

RESULTS OF OPERATIONS

         We have not yet earned any revenues. We anticipate that we will not
earn revenues until such time as we have entered into commercial production of
our mineral properties. We are presently in the exploration stage of our
business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources on our properties, or if such resources
are discovered, that we will enter into commercial production of our mineral
properties.

         For the three and six months ended April 30, 2003, we incurred losses
of $8,386 and $21,364, respectively. Most of our expenses for the three and
six-month periods were related to the preparation and filing of our registration
statement on Form SB-1 for the covering the resale of shares by a selling
shareholder.

         We incurred operating expenses in the amount of $7,307 for the year
ended October 31, 2002, most of which were professional fees and expenses to
maintain our corporate existence. Accordingly, our loss for the year ended
October 31, 2002 was $7,307.

         We incurred a loss of $1,400 for the year ended October 31, 2001, all
of which was attributable to operating expenses of $1,400.

         Accordingly, our accumulated deficit through April 30, 2003 was
$30,071.

LIQUIDITY AND CAPITAL RESOURCES

         We had cash of $11,668 and working capital of $478 as of April 30,
2003, as compared to cash of $28,729 and working capital of $21,882 as of
October 31, 2002. Thus far, we have financed all of our activities through the
sale of common stock.

         We are bearing all costs relating to the registration of the common
stock, which are estimated at $20,000. Of this amount, approximately $9,300 has
been paid through April 30, 2003. The selling shareholder, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.

         We are paying the expenses of the offering because we seek to: (i)
become a reporting company with the Commission under the Securities Exchange Act
of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the
NASD OTC Bulletin Board. We believe that the registration of the resale of
shares on behalf of existing shareholder may facilitate the development of a
public market in our common stock if our common stock is approved for trading on
the NASD OTC Bulletin Board.

GOING CONCERN

         The report of our independent auditors on the financial statements for
the year ended October 31, 2002, includes an explanatory paragraph relating to
the uncertainty of our ability to continue as a going concern. We have suffered
losses since inception and have not yet commenced principal operations. These
factors, among others, raise substantial doubt about our ability to continue as
a going concern. There can be no assurance that we will be able to obtain
additional funding to engage in further exploration of our mineral claims or to
commence principal operations. Even if we were able to commence principal
operations, there is no assurance that such operations would be profitable.


                                       10

<PAGE>

FORWARD-LOOKING STATEMENTS

         Certain statements in this Quarterly Report on Form 10-QSB, as well as
statements made by us in periodic press releases and oral statements made by our
officials to analysts and shareholders in the course of presentations about the
company, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, performance or achievements of to be
materially different from any future results, performance or achievements
expressed or implied by the forward looking statements. Such factors include,
among other things, (1) general economic and business conditions; (2) interest
rate changes; (3) the relative stability of the debt and equity markets; (4)
government regulations particularly those related to the mining industry; (5)
required accounting changes; (6) disputes or claims regarding our property
interests; and (7) other factors over which we have little or no control.


ITEM 3.  CONTROLS AND PROCEDURES

         Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
15d-15. Based upon that evaluation, the Company's sole officer concluded that
the Company's disclosure controls and procedures are effective. Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed in Company reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

         There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date this evaluation was conducted.














                                       11

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)   EXHIBITS

--------------------------------------------------------------------------------
  REGULATION                                                          SEQUENTIAL
  S-B NUMBER                       EXHIBIT                           PAGE NUMBER
--------------------------------------------------------------------------------
     3.1         Articles of Incorporation, as amended (1)               N/A
--------------------------------------------------------------------------------
     3.2         Bylaws (1)                                              N/A
--------------------------------------------------------------------------------
    10.1         Confirmation of an agreement with Leroy Halterman       N/A
                 dated February 3, 2003 (1)
--------------------------------------------------------------------------------
    10.2         Receipt of Assignment of Property for Kendra #1-8       N/A
                 claims from the Bureau of Land Management dated
                 February 28, 2003 (1)
--------------------------------------------------------------------------------
    10.3         Assignment of Property - Antelope Pass Project, as      N/A
                 filed and recorded by Hidalgo County, New Mexico,
                 on January 7, 2003 (1)
--------------------------------------------------------------------------------
    10.4         Notice of Intent to Hold Kendra #1-8, Lode Mining       N/A
                 Claims dated August 23, 2002, by Leroy Halterman (1)
--------------------------------------------------------------------------------
     99          Certification Pursuant to 18 U.S.C. Section 1350         15
                 as Adopted Pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002
--------------------------------------------------------------------------------
-------------------
(1)  Incorporated by reference to the exhibits filed with the Registration
     Statement on Form SB-1, file no. 333-102441.

         B)   REPORTS ON FORM 8-K:  None.


                                       12

<PAGE>


                                   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.

                                       BRINX RESOURCES LTD.
                                       (Registrant)


Date:   July 10, 2003                  By:  /s/ KENNETH A. CABIANCA
                                          --------------------------------------
                                             Kenneth A Cabianca, President
                                             (Principal financial officer)




















                                       13
<PAGE>


                                  CERTIFICATION

I, Kenneth A. Cabianca, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Brinx Resources
         Ltd.;

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:    July 10, 2003

                                     /s/ KENNETH A. CABIANCA
                                     -------------------------------------------
                                     Kenneth A. Cabianca
                                     Principal Executive and Financial Officer




                                       14