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 quarter ended October 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________________ to__________________

Commission  File  No.  000-29917
                       ---------

                                  GROWTEX, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

Nevada                                                                76-0602955
------                                                                ----------
(State or Other Jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                                Identification No)

                                5076 Angus Drive
                  Vancouver, British Columbia, Canada V6M 3M5
                  -------------------------------------------
                    (Address of Principal Executive Offices)

                                 (604) 269-9881
                            -------------------------
                            Issuer's Telephone Number

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  Company  was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
Yes  | |      No  |X|

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of the latest practicable date:  As of January 13, 2003, there were
2,500,000  shares  of  common  stock  outstanding.

Transitional Small Business Issuer Format    Yes  | |      No  |X|


<PAGE>
<TABLE>
<CAPTION>
                          PART I--FINANCIAL INFORMATION
                          -----------------------------

ITEM 1.--Financial Statements.
------------------------------


Growtex,  Inc.
(A  Development  Stage  Company)
Interim  Balance  Sheets
(expressed  in  U.S.  dollars)


                                                           October 31,    April 30,
                                                              2001          2001
                                                                $             $
                                                            (unaudite)    (audited)
<S>                                                       <C>            <C>
ASSET

License (Note 3)                                                     -            -
------------------------------------------------------------------------------------
Total Asset                                                          -            -
====================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

  Accounts payable                                               4,551        3,818
  Accrued liabilities                                            1,000          650
  Owing to a director (Note 4)                                   3,200        2,200
------------------------------------------------------------------------------------
Total Liabilities                                                8,751        6,668
------------------------------------------------------------------------------------
Contingent Liability (Note 1)

Stockholders' Deficit

Common Stock: 25,000,000 shares authorized with a par
value of $.001; 2,500,000 shares issued and outstanding          2,500        2,500

Additional Paid-in Capital                                         100          100

Donated Capital                                                 13,500        9,000
------------------------------------------------------------------------------------
                                                                16,100       11,600

Deficit Accumulated During the Development Stage               (24,851)     (18,268)
------------------------------------------------------------------------------------

Total Stockholders' Deficit                                     (8,751)      (6,668)
------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                           -            -
====================================================================================
</TABLE>

       (The accompanying notes are an integral part of the interim financial
                                   statements)


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A  Development  Stage  Company)
Interim  Statements  of  Operations
(unaudited)



                               Accumulated
                                   from
                              April 2, 1999
                           (Date of Inception)    Three mont    hs ended    Six month    s ended
                              to October 31,        Octob        er 31,       Octob       er 31,
                                   2001              2001         2000        2001         2000
                                    $                 $            $            $           $
<S>                        <C>                   <C>           <C>         <C>          <C>
Revenue                                      -             -            -           -            -
--------------------------------------------------------------------------------------------------

Expenses

  Accounting and audit                   4,200         1,000            -       1,350            -
  Amortization of license                1,500             -            -           -            -
  Donated overhead                       4,500           750            -       1,500            -
  Donated services                       9,000         1,500            -       3,000            -
  Legal                                  4,551             -            -         733            -
  License written-off                      500             -            -           -            -
  Organization expenses                    600             -            -           -            -
--------------------------------------------------------------------------------------------------
Total expenses                          24,851         3,250            -       6,583            -
--------------------------------------------------------------------------------------------------
Net loss                               (24,851)       (3,250)           -      (6,583)           -
==================================================================================================
Basic Net Loss Per Share                               (0.01)           -       (0.01)           -
==================================================================================================
Weighted Average Shares
Outstanding                                        2,500,000    2,500,000   2,500,000    2,500,000
==================================================================================================
</TABLE>


       (The accompanying notes are an integral part of the interim financial
                                   statements)

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
Growtex,  Inc.
(A  Development  Stage  Company)
Interim  Statements  of  Cash  Flows
(unaudited)



                                               Six months ended
                                                  October 31,
                                               2001        2000
                                                 $          $
<S>                                          <C>        <C>
Cash Flows to Operating Activities

  Net loss                                     (6,583)           -

  Non-cash items

    Donated services                            3,000            -
    Donated overhead                            1,500            -

  Change in non-cash working capital items

    Accounts payable and accrued liabilities    1,083            -
    Due to a director                           1,000            -
------------------------------------------------------------------
Net Cash Used by Operating Activities               -            -
------------------------------------------------------------------
Cash Flows From Financing Activities

  Increase in shares issued                         -            -
------------------------------------------------------------------
Net Cash Provided by Financing Activities           -            -
------------------------------------------------------------------
Change in Cash                                      -            -

Cash - Beginning of Period                          -            -
------------------------------------------------------------------
Cash - End of Period                                -            -
==================================================================

Supplemental Disclosures

  Interest paid                                     -            -
  Income tax paid                                   -            -
</TABLE>


       (The accompanying notes are an integral part of the interim financial
                                   statements)

                                       F-3
<PAGE>
Growtex, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
October 31, 2001
(unaudited)



1.   Development  Stage  Company

     Growtex  Inc.  herein  (the  "Company")  was  incorporated  in the State of
     Nevada,  U.S.A.  on April 2, 1999. The Company acquired a license to market
     and  distribute  a  product.  As  discussed  in  Note 3, this license is in
     jeopardy  and  the  Company  has  retained  the  right  to  sue the vendor.

     The  Company's  new  business plan is as a "blank check" company. Under the
     Securities  Act  of 1933, a blank check company is defined as a development
     stage  company  that  has  no  specific  business  plan  or  purpose or has
     indicated  that  its  business plan is to engage in a merger or acquisition
     with  an  unidentified  company  or  companies and is issuing "penny stock"
     securities.

     In  a  development stage company, management devotes most of its activities
     in  investigating business opportunities. Planned principal activities have
     not  yet  begun.  The ability of the Company to emerge from the development
     stage  with respect to any planned principal business activity is dependent
     upon  its  successful efforts to raise additional equity financing and find
     an  appropriate merger candidate. There is no guarantee that Gentry will be
     able to raise any equity financing or find an appropriate merger candidate.
     There is substantial doubt regarding the Company's ability to continue as a
     going  concern.

2.   Summary of Significant Accounting Policies

     (a)  Year  End

          The Company's fiscal year end is April 30.

     (b)  Licenses

          The cost to acquire the License was capitalized. The carrying value of
          the  License  is  evaluated  in  each reporting period to determine if
          there  were  events  or  circumstances which would indicate a possible
          inability  to recover the carrying amount. Such evaluation is based on
          various  analyses  including  assessing the Company's ability to bring
          the  commercial  applications  to  market,  related  profitability
          projections  and  undiscounted cash flows relating to each application
          which  necessarily  involves significant management judgment. Where an
          impairment  loss  has  been  determined  the  carrying  amount  is
          written-down  to fair market value. Fair market value is determined as
          the amount at which the license could be sold in a current transaction
          between  willing  parties.  The  License  has  been  written-off  to
          operations  due to the lack of historical cash flow of the license and
          lack  of  a  market  to  resell  the  license.


                                       F-4
<PAGE>
     (c)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     (d)  Use  of  Estimates

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

2.   Summary of Significant Accounting Policies (continued)

     (e)  Basic and Diluted Net Income (Loss) Per Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation  of both basic an diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted  EPS  gives  effect  to all dilutive potential common
          shares  outstanding  during  the period including stock options, using
          the  treasury stock method, and convertible preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for  the period is used in determining the number of shares assumed to
          be  purchased  from the exercise of stock options or warrants. Diluted
          EPS  excludes  all  dilutive  potential shares if their effect is anti
          dilutive.

     (f)  Interim  Financial  Statements

          These interim unaudited financial statements have been prepared on the
          same  basis  as  the annual financial statements and in the opinion of
          management,  reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to  present  fairly  the Company's
          financial  position,  results  of  operations  and  cash flows for the
          periods  shown.  The  results  of  operations for such periods are not
          necessarily  indicative of the results expected for a full year or for
          any  future  period.

3.   License

     The  Company's  only asset is a license to distribute and produce an oxygen
     enriched water product, called "Biocatalyst," for remediation of sewage and
     waste  water  in septic tanks and waste water treatment facilities, and for
     other  similar  uses,  and  the  rights  accruing  from  this  license. The
     Company's  original  business  plan was to determine the feasibility of the
     Biocatalyst  sewage  and waste remediation application, and, if Biocatalyst
     proved  to be feasible for this application, become a Biocatalyst producer.
     The  Company acquired the three-year license from Mortenson & Associates on
     April  5,  1999 by issuing 2,000,000 shares at a fair market value of $.001
     or  $2,000.  The general partner of Mortenson & Associates is also a spouse
     of  a  former  director  and officer of the Company. Mortenson & Associates
     acquired  its  right  to  sublicense  Biocatalyst  to  the  Company from NW
     Technologies.


                                       F-5
<PAGE>
          The  Company  filed  a Form S-1 Registration Statement with the SEC on
     July  9, 1999, which was subsequently amended but never declared effective.
     In  December,  1999, David R. Mortenson, Mortenson & Associates' principal,
     notified  the  Company  that  he  was  involved  in a legal dispute with NW
     Technologies,  and  would  be  unable  to fulfill his obligations under the
     license to the Company. As a result, the Company's ability to implement its
     business  plan  was  seriously  undermined,  and  on February 10, 2000, the
     Company  requested  withdrawal  of  its Form S-1 Registration Statement. On
     February  18,  2000, Mortenson & Associates, the Company, and the Company's
     sole shareholder, Michael Kirsh, entered into a settlement agreement. Under
     the  terms  of the settlement agreement, Mortenson & Associates' affiliate,
     Vitamineralherb.com  will  grant  to  Mr.  Kirsh  a  license  to distribute
     vitamins  and  similar products in part for his agreement not to pursue his
     individual  claims against Mortenson & Associates. The settlement agreement
     provides  that  Mortenson will prosecute his claims against NW Technologies
     diligently,  with a goal toward recovering the Biocatalyst rights. Pursuant
     to  the  settlement  agreement,  the  Company  has  retained  its  right to
     prosecute its claims against Mortenson & Associates for breach of contract.
     The  Company  has  no  plans  to  pursue  a  claim  at  this  time.

4.   Related  Party  Transactions

     The  License referred to in Note 3 was sold to the Company by a partnership
     whose  general  manager  is the spouse of the former Secretary/Treasurer of
     the Company and a former director for consideration of 2,000,000 shares for
     total fair market consideration of $2,000. These shares were paid evenly to
     the  ten  partners.

     The  amount  owing to the President of the Company is non-interest bearing,
     unsecured  with  no  fixed  terms  of  repayment.

     The  Company  has received donated services and overhead from the President
     of the Company valued at $500 per month for services and $250 per month for
     overhead.


                                       F-6
<PAGE>
ITEM 2.   Management's  Discussion  and  Analysis  or  Plan  of  Operation
--------------------------------------------------------------------------

The  following  discussion  and  analysis should be read in conjunction with the
Company's Financial Statements and Notes thereto and other financial information
included  elsewhere  in this Form 10-QSB. This Form 10-QSB contains, in addition
to  historical  information,  forward-looking  statements that involve risks and
uncertainties.  The  Company's  actual  results could differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute  to  such  differences  include  those  discussed  below.


PLAN OF OPERATION AND OVERVIEW

In our Independent Auditor's Report for the fiscal years ended of April 30, 2001
and  2002,  Growtex,  Inc.'s  accountants  state that Growtex, Inc.'s failure to
generate  revenues  and conduct operations since its inception raise substantial
doubt  about  Growtex,  Inc.'s  ability to continue as a going concern. Growtex,
Inc.  will  require  substantial  working  capital, and currently has inadequate
capital  to  fund  its  business. Growtex, Inc. may be unable to raise the funds
necessary  for  implementing  its  business plan, which could severely limit its
operations  and  cause  its  stock  to  be  worthless.

The  Company's  business  plan  is to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular acquisition
in mind and has not entered into any negotiations regarding such an acquisition.
Neither the Company's sole officer and director nor any affiliate has engaged in
any  negotiations  with  any  representative  of  any  company  regarding  the
possibility  of  an  acquisition  or  merger  between the Company and such other
company.

Management  anticipates  seeking out a target company through solicitation. Such
solicitation  may  include  newspaper  or  magazine advertisements, mailings and
other  distributions  to  law  firms,  accounting  firms,  investment  bankers,
financial  advisors  and  similar persons, the use of one or more World Wide Web
sites  and  similar methods. No estimate can be made as to the number of persons
who  will  be contacted or solicited. Management may engage in such solicitation
directly  or  may employ one or more other entities to conduct or assist in such
solicitation.  Management  and  its  affiliates will likely pay referral fees to
consultants  and  others  who  refer  target  businesses for mergers into public
companies  in  which  management  and  its affiliates have an interest. Payments
would  be  made  if  a business combination occurs, and may consist of cash or a
portion  of  the stock in the Company retained by management and its affiliates,
or  both.

The  Company's  purpose  is  to  seek,  investigate  and,  if such investigation
warrants,  acquire  an  interest  in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business,  industry, or geographical location and the Company may participate in
a  business venture of virtually any kind or nature. Management anticipates that
it  will  be  able to participate in only one potential business venture because
the  Company  has  nominal  assets and limited financial resources. See "Item 1,
Financial  Statements."  This  lack  of  diversification  should be considered a
substantial  risk  to the shareholders of the Company because it will not permit
the  Company  to  offset  potential  losses  from one venture against gains from
another.


<PAGE>
The  Company  will  not  restrict  its  search for any specific kind of business
entity,  but  may  acquire  a venture which is in its preliminary or development
stage,  which  is  already  in  operation,  or  in  essentially any stage of its
business  life.  It  is  impossible  to  predict  at this time the status of any
business in which the Company may become engaged, in that such business may need
to  seek  additional  capital, may desire to have its shares publicly traded, or
may  seek  other  perceived  advantages  which  the  Company  may  offer.

The  Company  may  seek a business opportunity with entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop  a  new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or  acquire  existing  businesses  as  subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate  will  be  complex and extremely risky. Management believes (but has
not  conducted any research to confirm) that there are business entities seeking
the  perceived  benefits  of  a  publicly registered corporation. Such perceived
benefits  may  include  facilitating  or improving the terms on which additional
equity  financing may be sought, providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,  increasing  the  opportunity  to use
securities  for  acquisitions,  providing  liquidity  for shareholders and other
factors.  Business  opportunities  may be available in many different industries
and  at  various  stages  of  development,  all  of  which will make the task of
comparative  investigation and analysis of such business opportunities difficult
and  complex.

The  Company  has,  and  will continue to have, no capital with which to provide
cash  or  other  assets  to the owners of business entities. However, management
believes  the Company will be able to offer owners of acquisition candidates the
opportunity  to  acquire  a  controlling  ownership interest in a public company
without  incurring  the  cost  and  time  required  to conduct an initial public
offering.  Management  has  not  conducted  market  research and is not aware of
statistical  data  to  support the perceived benefits of a merger or acquisition
transaction  for  the  owners  of  a  business  opportunity.

The  analysis  of new business opportunities will be undertaken by, or under the
supervision  of,  the  sole  officer  and  director of the Company, who is not a
professional  business analyst. In analyzing prospective business opportunities,
management  will consider such matters as the available technical, financial and
managerial  resources; working capital and other financial requirements; history
of  operations,  if  any;  prospects  for  the future; the nature of present and
expected  competition;  the  quality and experience of management services which
may  be  available  and  the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable
but  which  then  may  be  anticipated  to impact the proposed activities of the
Company;  the  potential  for growth or expansion; the potential for profit; the
perceived  public  recognition  or  acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria  is  not  meant  to be restrictive of the Company's virtually unlimited
discretion  to  search  for  and  enter  into  potential business opportunities.


<PAGE>
The  Company  may  enter into a business combination with a business entity that
desires  to  establish  a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own  public  offering  by  seeking a business combination with the Company. Such
consequences  may  include,  but  are  not  limited  to,  time  delays  of  the
registration  process,  significant expenses to be incurred in such an offering,
loss  of  voting  control  to  public shareholders or the inability to obtain an
underwriter  or  to  obtain  an  underwriter  on  satisfactory  terms.

Management  of  the  Company, which in all likelihood will not be experienced in
matters  relating  to  the  business of a target company, will rely upon its own
efforts  in  accomplishing  the  business  purposes  of  the  Company.  Outside
consultants  or  advisors may be utilized by the Company to assist in the search
for  qualified  target  companies.  If  the  Company does retain such an outside
consultant  or  advisor,  any  cash  fee  earned  by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to  pay  such  obligation.

A  potential  target  company may have an agreement with a consultant or advisor
providing  that  services  of  the  consultant or advisor be continued after any
business  combination.  Additionally,  a  target company may be presented to the
Company  only  on  the condition that the services of a consultant or advisor be
continued  after a merger or acquisition. Such pre-existing agreements of target
companies  for  the  continuation  of  the  services  of attorneys, accountants,
advisors  or consultants could be a factor in the selection of a target company.

In  implementing  a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with  another  corporation  or entity. It may also acquire
stock  or  assets of an existing business. On the consummation of a transaction,
it  is likely that the present management and shareholder of the Company will no
longer  be  in  control  of  the  Company.  In  addition,  it is likely that the
Company's  officer  and  director  will, as part of the terms of the acquisition
transaction,  resign  and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state  securities  laws. In some circumstances, however, as a negotiated element
of  its  transaction,  the  Company  may agree to register all or a part of such
securities  immediately  after  the  transaction  is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will be undertaken by the surviving entity after the Company has
entered  into  an  agreement  for  a  business  combination or has consummated a
business  combination  and  the  Company  is  no longer considered a blank check
company.  Until  such  time  as  this  occurs, the Company will not register any
additional securities. The issuance of additional securities and their potential
sale  into  any trading market which may develop in the Company's securities may
depress  the  market  value  of the Company's securities in the future if such a
market  develops,  of  which  there  is  no  assurance.

While  the  terms  of a business transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will  desire  to avoid the creation of a taxable event and thereby structure the
acquisition  in  a  "tax-free"  reorganization  under Sections 351 or 368 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").

With  respect  to  any merger or acquisition negotiations with a target company,
management  expects  to  focus  on  the  percentage  of the Company which target
company  shareholders  would  acquire in exchange for their shareholdings in the
target  company. Depending upon, among other things, the target company's assets
and  liabilities,  the  Company's  shareholders  will  in  all likelihood hold a
substantially  lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction  in  the  event the Company acquires a target company with substantial
assets.  Any  merger  or  acquisition effected by the Company can be expected to
have  a  significant  dilutive  effect  on  the percentage of shares held by the
Company's  shareholders  at  such  time.


<PAGE>
The  Company  will  participate  in  a  business  opportunity  only  after  the
negotiation  and execution of appropriate agreements. Although the terms of such
agreements  cannot  be predicted, generally such agreements will require certain
representations  and  warranties  of  the  parties thereto, will specify certain
events  of  default,  will  detail the terms of closing and the conditions which
must  be  satisfied by the parties prior to and after such closing, will outline
the  manner  of  bearing  costs,  including  costs associated with the Company's
attorneys  and  accountants,  and  will  include  miscellaneous  other  terms.

The  Company  will  not  acquire  or  merge with any entity which cannot provide
audited  financial  statements  at  or  within a reasonable period of time after
closing  of  the  proposed  transaction.  The  Company  is subject to all of the
reporting  requirements  included  in  the  Exchange  Act.  Included  in  these
requirements  is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K  (or  10-KSB,  as applicable). If such audited financial statements are not
available  at  closing,  or  within  time  parameters  necessary  to  insure the
Company's  compliance  with  the  requirements  of  the  Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by  the  target  company,  the  closing  documents may provide that the proposed
transaction  will be voidable at the discretion of the present management of the
Company.


RESULTS  OF  OPERATIONS

During  the  period from April 2, 1999 (inception) through October 31, 2001, the
Company  has  engaged  in no significant operations other than accounting, legal
and  filing costs associated with continuous disclosure requirements of the SEC.
The  Company  has  also  received  the benefit of donated services from the sole
director  and President of the Company valued at $500 per month and donated rent
and  overhead  valued  at  $250  per  month.

The  Company anticipates that, it will not generate revenues other than interest
income,  and  may  continue  to operate at a loss thereafter, depending upon the
performance  of  an  acquired  business.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
stockholder's  equity.  Consequently,  the Company's balance sheet as of October
31,  2001  reflects  current  assets  of  $nil.


<PAGE>
The Company will continue to rely on financial support from its President.

The  Company will carry out its plan of business as discussed above. The Company
cannot  predict  to  what  extent  its  liquidity  and capital resources will be
diminished  prior  to  the consummation of a business combination or whether its
capital  will  be  further  depleted  by  the  operating  losses (if any) of the
business  entity  which  the  Company  may  eventually  acquire.



The  Company  will  need  additional  capital  to carry out its business plan to
engage  in  a  business  combination. No commitments to provide additional funds
have  been  made  by  management  or  stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. Irrespective of whether the Company's cash assets prove to be
inadequate  to  meet its operational needs, the Company might seek to compensate
providers  of  services  by  issuances  of  stock  in  lieu  of  cash.



ITEM 3.   Evaluation of disclosure controls and procedures.

Michael  Kirsh,  our  Chief  Executive  Officer and Chief Financial Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective. They have evaluated these controls and procedures as of a date within
90  days  of  the  filing  date  of  this  report  on Form 10-QSB. There were no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect these controls subsequent to the date of their evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


<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.

                                   GROWTEX, INC.

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

Date:  January 13, 2003            By:  Michael Kirsh
      ------------------                ----------------------------------------
                                        /s/ Michael Kirsh
                                        Director, Chief Executive Officer, Chief
                                        Financial Officer and President


<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Michael Kirsh, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of GROWTEX, 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: January 13, 2003

------------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Executive Officer


<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Michael Kirsh, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of GROWTEX, 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: January 13, 2003

-------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Financial Officer


<PAGE>
Certification of Chief Executive Officer of GROWTEX, INC. pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

I, Michael Kirsh, the Chief Executive Officer of GROWTEX, INC. hereby certify
that GROWTEX, INC. periodic report on Form 10-QSB and the financial statements
contained therein fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-QSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of GROWTEX, INC.
Date: January 13, 2003


-------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Executive Officer





Certification of Chief Financial Officer of GROWTEX, INC. pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

I, Michael Kirsh, the Chief Financial Officer of GROWTEX, INC. hereby certify
that GROWTEX, INC. periodic report on Form 10-QSB and the financial statements
contained therein fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-QSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of GROWTEX, INC.
Date: January 13, 2003


-------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Financial Officer


<PAGE>