UNITED STATES
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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


      For the quarterly period ended SEPTEMBER 30, 2002.

                                       OR

(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from _______ to ________.

      Commission File Number 0-30292


                        FORTUNE ENTERTAINMENT CORPORATION

        Delaware                                    88-0405437
----------------------------                  ------------------------------
State or other jurisdiction               (I.R.S.) Employer Identification No.
of incorporation

                        Fortune Entertainment Corporation
                        8920 W. Tropicana Ave., Suite 102
                               Las Vegas, NV 89147
                     Address of principal executive offices

                                 (702) 614-6124
               Registrant's telephone number, including area code

                                     N/A
                     -------------------------------------
                   Former address of principal executive offices

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
                  ---------                       ----------

      As of January 15, 2003 the Company had 4,550,341 outstanding shares of
common stock.


<PAGE>


















                        FORTUNE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                                              September 30,       December 31,
                                                  2002               2001
                                              (Unaudited)           (Note 1)
ASSETS
Current assets
  Cash                                       $      --           $       22
  Due from related party                            --                   --
  Prepaid expenses and other current assets         --                   --
                                           ------------     ---------------
     Total current assets                           --                   22

Deposits                                         5,641                5,641
Investments, at cost                           200,000              600,001
Note receivable, related party                      --              469,231
Property and equipment, net of accumulated
  depreciation of $78,160 and $69,160           34,959               43,959

Goodwill, net of accumulated amortization and
  impairment of $613,460                            --                   --

Intellectual property, net of accumulated
  amortization and impairment of $6,126,986         --                   --
                                              ---------------------------------

TOTAL ASSETS                                 $ 240,600           $1,118,854
                                             =========           ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
  Bank Overdraft                            $    3,645        $          --
  Accounts payable and accrued liabilities   1,057,832              881,506
  Due to related parties                        24,581               80,000
  Loans payable                                120,000              340,000
                                            ----------           -------------
     Total current liabilities               1,206,058            1,301,506

SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value,
  convertible Class A, B and C Preferred
  stock; 5,000,000 shares authorized,
  28,143; 28,143; 32,143 shares issued and
  outstanding                                        9                    9
Common stock, $0.0001 par value, 30,000,000
  shares authorized, 4,550,341 shares issued
  and outstanding                                  455                  455
Additional paid-in capital                  13,280,098           13,277,098
Shares to be issued                            197,000              197,000
Accumulated deficit                        (14,443,020)         (13,657,214)
                                           ------------         ------------
     Total shareholders' deficit         (     965,458)         (   182,652)
                                         --------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  DEFICIT                                 $    240,600          $ 1,118,854
                                          ============          ===========

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

<PAGE>


                        FORTUNE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF OPERATIONS & DEFICIT
                                   (UNAUDITED)
<TABLE>
<S>                                 <C>         <C>           <C>          <C>         <C>
                                                                                     For the
                                                                                   Period From
                                                                                 August 25, 1997
                                                                                 (Inception) to
                                   Three Months Ended        Nine Months Ended      September 30,
                                      September 30,              September 30,           2002
                                  -------------------        ------------------    ---------------
                                   2002         2001         2002          2001
                                   ----         ----         ----         -----
EXPENSES
  Amortization of intangible
    assets                      $    --     $ 168,475     $    --       $505,425     $2,689,641
  Impairment                         --            --          --             --      4,050,804
  Depreciation                    3,000         4,303       9,000         10,303         78,492
  Bank charges and interest          --        14,148         222         21,521        272,272
  Salaries and consulting fees   11,000        72,900      21,000        219,800      1,659,169
  General and administrative      7,320            --      11,883             --        685,747
  Legal and accounting               --         2,000      22,751         52,937      1,152,128
  Management fees                70,000         6,000     210,000         51,000      1,178,333
  Office and miscellaneous           --        13,267      21,622         34,155        519,686
  Rent                            4,000            --      26,185             --        178,915
  Contracted services                --            --          --             --        101,545
  Stock-based compensation           --            --          --             --        465,000
  Travel and entertainment        2,950         3,007       3,450          5,676        271,157
                                ---------------------------------------------------------------
     Total expenses              98,270       284,100     325,933        900,817     13,302,889

Other income (expense)
  Investment valuation reserve       --            --          --             --     (1,034,013)
  Impairment of Assets          400,001            --     400,001             --        400,001
  Gain on sale of investment         --            --          --             --        154,430
  Settlement expense                 --            --   (  77,806)            --      (  77,806)
  Interest expense recovery          --            --          --             --         64,373
  Foreign exchange                   --            --          --             --          4,528
  Other                             747            --      13,072             --         43,787
  Interest income                    --        11,255      23,462         35,850        123,171
  Interest expense            (   4,200)           --    ( 18,600)            --      (  18,600)
                              ----------    ---------    --------     ----------      ----------
    Total other income
       (expense)               (403,454)       11,255    (459,873)        35,850     (1,140,131)
                               ---------      -------    ---------        ------     ----------

Loss for the period            (501,724)     (272,845)   (785,806)      (864,967)   (14,443,020)

Deficit, beginning of period 13,941,296     8,798,709  13,657,214      8,494,692             --
                             -------------------------------------------------------------------
Deficit, end of period      $14,443,020    $9,071,554 $14,443,020     $9,359,659    $14,443,020
                            ===========    ========== ===========     ==========    ===========

Basic and diluted loss
  per share                 $(    0.11)     $(   0.06)  $(   0.17)    $(    0.19)
                            =====================================================

Weighted average common
  shares outstanding         4,550,341      4,491,815   4,505,341      4,491,116
                            ==========      =========   =========      =========

</TABLE>



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


<PAGE>

                        FORTUNE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)
                                                                For the Period
                                                                from August 25,
                                           Nine Months Ended         1997
                                             September 30,      (Inception) to
                                           2002        2001   September 30, 2002
                                          -------     ------    ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period                  $(785,806)  $(864,967)   $(14,443,020)
Adjustments to reconcile net loss to
  net cash used in operating activities:
     Amortization of intangible assets          --     505,425       2,689,642
     Impairment of assets                  400,001          --       4,450,805
     Depreciation                            9,000      10,303          78,492
     Gain on sale of investments                --          --     (   154,430)
     Interest expense recovery                  --          --     (    64,373)
     Investment valuation reserve               --          --       1,034,013
     Stock-based compensation                   --          --         465,000
     Shares issued, or to be issued,
        for services                         3,000          --         438,435
     Settlement expense                     77,806          --          77,806
     Management fees paid by reduction
         of notes receivable                    --      45,000          45,000
     Accrued interest income on note
       receivable                         ( 23,462)    (35,650)       ( 70,651)
Changes in operating assets and liabilities:
     Accounts receivable                        --          --           5,270
     Prepaid expenses, deposits and other
        assets                                  --       3,656        (  5,641)
     Accounts payable and accrued
        liabilities                        261,213     256,697       1,330,360
                                          --------    ---------     -----------
Net cash used in operating activities    (  58,248)  (  79,536)    ( 4,123,292)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment                        --          --     (    47,351)
Proceeds from sale of investments               --          --       1,511,087
Acquisition of investments                      --          --     ( 1,288,171)
Purchase price consideration payments           --          --     (   800,000)
Business combinations, net of cash required     --          --     (    31,350)
Receipts (advances) on loans                    --      40,000     ( 1,315,000)
Loan repayments                                 --          --         637,958
                                       ----------- -----------  --------------
Net cash provided by (used in)
  investing activities                          --      40,000     ( 1,332,827)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of loans                         (  8,181)         --     (   783,024)
Cash overdraft                              11,826          --          11,826
Advances from (repayments to) related
    parties                                 24,581          --      1,030,6231
Proceeds from capital contributions             --          --       4,476,010
Share subscription received                     --          --         133,610
Borrowing from unrelated parties            30,000      40,000         587,074
                                          --------      ------      ----------
Net cash provided by (used in) financing
   activities                               58,226      40,000       5,456,119
NET INCREASE (DECREASE) IN CASH
  DURING THE PERIOD                        (    22)        464              --
CASH AT BEGINNING OF PERIOD                     22       2,401              --
                                      ------------  --------------------------
CASH AT END OF PERIOD                 $         --   $   2,865      $       --
                                      ============   =========      ==========


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


<PAGE>



                        FORTUNE ENTERTAINMENT CORPORATION
             NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

1. UNAUDITED STATEMENTS

     The balance  sheet as of September 30, 2002,  the  statements of operations
and the  statements  of cash  flows for the three and nine month  periods  ended
September  30,  2002 and  2001,  have been  prepared  by  Fortune  Entertainment
Corporation  (Company)  without audit,  pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures,   normally  included  in  the  financial   statements  prepared  in
accordance with accounting principles generally accepted in the United States of
America,   have  been  condensed  or  omitted  as  allowed  by  such  rules  and
regulations,  and the Company believes that the disclosures are adequate to make
the  information  presented not  misleading.  In the opinion of management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  present the financial  position,  results of  operations  and changes in
financial  position at September  30, 2002 and for all periods  presented,  have
been made.

     It is  suggested  that these  statements  be read in  conjunction  with the
December  31, 2001  audited  financial  statements  and the  accompanying  notes
included  in the  Company's  Annual  Report  on  Form  10-KSB,  filed  with  the
Securities and Exchange Commission.


2. PRINCIPLES OF CONSOLIDATION

     The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned  subsidiaries,  Fortune  Entertainment  Corporation
(Bahamas),  Fortune  Entertainment  Corporation (British Columbia,  Canada), and
Fortune  Poker Inc.  (Delaware).  All  significant  inter-company  accounts  and
transactions have been eliminated.

3. RELATED PARTY TRANSACTIONS

     On June 22, 2002, the Company  assigned its note  receivable  from Xertain,
Inc. to William H. Danton, a principal  shareholder of the Company.  At the time
of the assignment, the note receivable included accrued interest and was carried
on the Company's financial  statements in the amount of approximately  $492,600.
At the time of this assignment the note was in default and the Company's ability
to obtain payment on the note was uncertain. In consideration for the assignment
of the note, Danton forgave approximately $415,000 in liabilities owed to him by
the Company. During the three months ended June 30, 2002, the Company recorded a
loss of $77,806 as a result of this transaction.

     During the nine  months  ended  September  30,  2002 the  Company  borrowed
$24,846 from the Company's president. The loan does not bear interest and is due
on demand.

4. NOTE PAYABLE

     During the nine  months  ended  September  30,  2002 the  Company  borrowed
$30,000 from a shareholder.  The loan bears interest at 20% per year and was due
August 31, 2002. As additional consideration for extending this loan the Company
agreed to issue  100,000  shares of its common stock to the  shareholder.  As of
September  30,  2002 these  shares had not been issued to the  shareholder.  The
Company has recorded an expense of $3,000 in connection with the future issuance
of these shares.

<PAGE>


5. REVERSE STOCK SPLIT

      On February 20, 2002 a six-for-one reverse split of the Company's common
stock, which had previously been approved by the Company's shareholders became
effective. All data regarding outstanding shares and per share amounts have been
retroactively adjusted to reflect this reverse stock split.

6  BASIS OF PRESENTATION - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
U.S. generally accepted accounting principles,  which contemplates  continuation
of the Company as a going concern.  However,  the Company has suffered recurring
losses from  operations,  has a stockholders'  deficiency and a negative working
capital that raise  substantial  doubts about its ability to continue as a going
concern. Management is attempting to raise additional capital.

     In view of these matters, realization of certain assets in the accompanying
balance sheet is dependent  upon continued  operations of the Company which,  in
turn,  is  dependent   upon  the   Company's   ability  to  meet  its  financial
requirements,  raise additional capital as needed, and the success of its future
operations.

     Management  believes that its ability to raise additional  capital provides
an opportunity for the Company to continue as a going concern.

7. CONTINGENCIES

     Effective May 2000, the Company  entered into an employment  agreement with
the Company's  Director and Chief Executive  Officer,  whereby the Company would
pay an  annual  salary  of  $200,000  plus  bonuses  as may be  approved  by the
Company's  Board of  Directors,  in addition  to various  fringe  benefits,  and
options granted under the Company's non-qualified stock option plan. The term of
the  agreement  is for five years.  A  contingency  exists with  respect to this
matter, the ultimate resolution of which cannot presently be determined.

     Effective  October  1999,  the Company  entered into an  agreement  with an
entity whereby the Company guaranteed that stock issued to the entity would have
a value of $2.00 per share by August 1, 2000, or the Company would issue cost or
shares of the equivalent value for the deficit. As of August 1, 2000, the quoted
trading  value of the  Company's  stock was $0.41 per share.  In  addition,  the
entity did not fulfill its  conditions  of the  agreement  to the  Company.  The
agreement is currently under renegotiation. A contingency exists with respect to
this matter, the ultimate resolution of which cannot presently be determined.

8. IMPAIRMENT OF ASSETS

     At September 30, 2002, the Company  determined that there was an impairment
in value of its investment in an entity.  An amount  totaling  $400,000 has been
written off as  impairment  in assets for the three months ended  September  30,
2002.




<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              AND PLAN OF OPERATION

     The following  should be read in conjunction with  Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations in the Company's
annual report on Form 10-KSB for the year ended December 31, 2001.

     This report contains  forward-looking  statements within the meaning of the
Securities Act of 1933 and the Securities  Exchange Act of 1934. Such statements
include,  but are not limited to projected  activities and the  availability  of
capital.   Forward-looking  statements  are  inherently  subject  to  risks  and
uncertainties, many of which cannot be predicted with accuracy and some of which
may not even be  anticipated.  Future events and actual  results,  financial and
otherwise,  could differ  materially  from those set forth in or contemplated by
the forward-looking statements.

     The Company has to date generated only limited revenues.  Accordingly,  the
Company has funded its operations  and capital  expenditures  primarily  through
private placements of debt and equity securities since inception.

     The  Company's  plan to form  joint  ventures  with third  parties  for the
purpose of owning and operating casino games in Peru has not been successful and
for all practical purposes has been abandoned.

     The Company has not been  successful in licensing the rights to its Fortune
Poker and Rainbow 21 games to third  parties and it is doubtful that the Company
will be  successful  in  licensing  the  rights to either of these  games.  As a
result,  the Company  wrote off its  investment  in these games  during the year
ended December 31, 2001.

     The Company plans to acquire another  business that may be more viable than
the Company's past endeavors.

     As of January 15, 2003 the  Company did not have any  commitments  from any
source to provide  capital  and the  Company did not have any lines of credit or
other available  financing.  There is no assurance that the Company will be able
to obtain  the  capital  it will  need or that the  Company's  estimates  of its
capital requirements will prove to be accurate.

     Since   inception  the  Company  has  funded  its  operations  and  capital
expenditures primarily through private placements of debt and equity securities.
The Company needs additional financing on an ongoing basis to fund its operating
losses.  There can be no  assurance  that such  financing  will  continue  to be
available at all, or on terms acceptable to the Company.



<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 4.  Controls and Procedures

     Douglas  Sanderson,  the  Company's  Chief  Executive  Officer  and Phillip
Verrill,   the  Company's  Principal  Financial  Officer,   have  evaluated  the
effectiveness of the Company's  disclosure  controls and procedures as of a date
within 90 days prior to the filing date of this report (the "Evaluation  Date");
and in their opinion the Company's  disclosure  controls and  procedures  ensure
that  material  information  relating to the Company,  including  the  Company's
consolidated  subsidiaries,  is  made  known  to  them by  others  within  those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure.  To the knowledge
of Mr.  Sanderson and Mr. Verrill there have been no significant  changes in the
Company's internal controls or in other factors that could significantly  affect
the Company's internal controls  subsequent to the Evaluation Date. As a result,
no  corrective  actions  with  regard to  significant  deficiencies  or material
weakness in the Company's internal controls were required.

Item 6.  Exhibits and Reports on Form 8-K

      No exhibits are filed with this report

      During the quarter ended September 30, 2002 the Company did not file any
reports on Form 8-K.




<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.


                              Fortune Entertainment Corporation


                              By /s/ Douglas R. Sanderson
                                 ---------------------------------------
                                 Douglas R. Sanderson, Chief Executive Officer


                              By  /s/ Phillip Verrill
                                  --------------------------------------
                                 Phillip Verrill, Principal Financial Officer

                             Date: January 28, 2003



                                  CERTIFICATION

     In  connection   with  the  Quarterly   Report  of  Fortune   Entertainment
Corporation  (the "Company") on Form 10-QSB for the period ending  September 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  we, Douglas  Sanderson,  Chief  Executive  Officer and Phillip
Verrill,  Principal  Financial Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of our knowledge:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects the financial condition and results of the Company's operations.

Date:  January 28, 2003

                              By:   /s/ Douglas R. Sanderson
                                   -----------------------------------------
                                   Douglas R. Sanderson, Chief Executive Officer



                                 By:  /s/ Phillip Verrill
                                      -----------------------------------------
                                    Phillip Verrill, Principal Financial Officer


<PAGE>


                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I,  Douglas  Sanderson,  the Chief  Executive  Officer of Fortune  Entertainment
Corporation, certify that:

1.   I  have  reviewed  this   quarterly   report  on  Form  10-QSB  of  Fortune
     Entertainment Corporation;

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.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this 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 my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5.   I have disclosed,  based on my most recent evaluation,  to the registrant's
     auditors and the audit  committee of  registrant's  board of directors  (or
     persons performing the equivalent 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. 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 my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  January 28, 2003              /s/ Douglas Sanderson
                                     -----------------------------------------
                                     Douglas Sanderson
                                     Chief Executive Officer






<PAGE>


                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Phillip Verrill, the Principal Financial Officer of Fortune Entertainment
Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Fortune Entertainment
Corporation;

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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this 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 my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent 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. 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 my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  January 28, 2003              /s/ Phillip Verrill
                                     -----------------------------------------
                                     Phillip Verrill
                                     Principal Financial Officer