<PAGE>



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB



                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For  the  quarterly  period  ended:          March  31,  2003
Commission  file  number:                    000-26047

                                   FORGE, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

     Delaware                                   65-0609891
     (State  or  Other  Jurisdiction of         (I.R.S. Employer
     Incorporation  or Organization)            Identification No.)


                          Suite 610 - 375 Water Street
                       Vancouver, British Columbia V6B 5C6
                    (Address of Principal Executive Offices)

                                 (604) 801-5566
                (Issuer's Telephone Number, Including Area Code)


         (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.

                                      X   Yes      No
                                     ---      ----

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date: March 31, 2003: 519,751 shares of
common  stock,  $.001  par  value  per  share.

                                       1

<PAGE>


PART  I.  FINANCIAL  INFORMATION

ITEM  1.          FINANCIAL  STATEMENTS


The  accompanying  un-audited  financial  statements  have  been  prepared  in
accordance  with  the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flows,  and  stockholders' deficit in
conformity  with  generally  accepted  accounting principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results  of  operations  and  financial position have been included and all such
adjustments  are  of a normal recurring nature.  Operating results for the three
months  ended  March 31, 2003 are not necessarily indicative of the results that
can  be  expected  for  the  year  ending  December  31,  2003.






<PAGE>




            Unaudited  Consolidated  Financial  Statements  of
            Forge,  Inc.
            (Formerly  emailthatpays.com,  Inc.)
            Quarter  ended  March  31,  2003  and  2002

<PAGE>


Forge,  Inc.
(Formerly  emailthatpays.com,  Inc.)
Consolidated  Balance  Sheets  (unaudited)
(expressed  in  United  States  dollars)

March  31,  2003  and  December  31,  2002

<TABLE>
<CAPTION>


=======================================================================
                                            March 31,     December  31,
                                               2003          2002
------------------------------------------------------------------------
<S>                                        <C>           <C>

Assets
Current assets:
  Cash and cash equivalents                $    34,860   $    50,537
  Accounts receivable                          196,308       270,880
  Prepaid expenses                               6,405           523
---------------------------------------------------------------------
                                               237,573       321,940
---------------------------------------------------------------------

Property and equipment, less
accumulated depreciation                        79,380        80,983
---------------------------------------------------------------------
                                           $   316,953   $   402,923
=====================================================================

Liabilities and Stockholders' Deficit
Current liabilities:
  Accounts payable and accrued liabilities $ 1,031,848   $   705,993
  Accrued salaries                              19,246        21,548
  Unearned revenue                                   -       455,633
  Loan payable - current portion                85,161       160,327
  Lease obligation - current portion             6,518         6,006
---------------------------------------------------------------------

                                             1,142,773     1,349,507

Due to related parties                         847,146       628,853
Note payable                                    30,280        28,016
Lease obligation                                 2,822         4,231
---------------------------------------------------------------------
  Total liabilities                          2,023,021     2,010,607

Stockholders' deficit:
  Common stock                                     520           520
  Additional paid-in capital                 3,645,386     3,645,386
  Deficit                                   (5,238,089)   (5,238,895)
  Accumulated other comprehensive
  income (loss)                               (113,885)      (14,695)
---------------------------------------------------------------------
  Total stockholders' deficit               (1,706,068)   (1,607,684)
---------------------------------------------------------------------
                                           $   316,953   $   402,923
=====================================================================
</TABLE>

                                       3


<PAGE>

Forge,  Inc.
(Formerly  emailthatpays.com,  Inc.)
Consolidated  Statements  of  Operations
(expressed  in  United  States  dollars)

Three  months  ended  March  31,  2003  and  2002
<TABLE>
<CAPTION>

=========================================================================
                                              March  31,     March 31,
                                                2003          2002
-----------------------------------------------------------------------
<S>                                         <C>           <C>

Revenue                                     $   978,600   $   547,871

Cost of revenue                                (721,138)     (394,730)
-----------------------------------------------------------------------
Gross profit                                    257,462       153,141

Operating expenses:
  Depreciation                                    5,548         7,175
  Remuneration                                  162,059       209,470
  Legal and accounting                           13,748        24,406
  Consulting fees and computer services          13,752        43,702
  Phones and utilities                            4,353         4,108
  Rent                                           23,574         9,652
  Advertising and promotion                       1,202        23,374
  Other selling, general and administrative      20,900        23,643
                                                245,136       345,530
-----------------------------------------------------------------------
Income (loss) from operations                    12,327      (192,389)

Other expense:
Interest expense                                (11,521)      (21,729)
-----------------------------------------------------------------------

Net income (loss)                                   806      (214,118)

Deficit, beginning of period                 (5,238,895)   (4,542,324)
-----------------------------------------------------------------------
Deficit, end of period                      $(5,238,089)  $(4,756,442)
=======================================================================

Net income (loss) per common
share, basic and diluted                    $      0.00   $     (0.41)

Weighted average common
shares outstanding,
  basic and diluted                             519,751       519,751
=======================================================================

</TABLE>

                                       4

<PAGE>

Forge,  Inc.
(Formerly  emailthatpays.com,  Inc.)
Consolidated  Statements  of  Cash  Flows
(expressed  in  United  States  dollars)

Three  month  ended  March  31,  2003  and  2002
<TABLE>
<CAPTION>




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

                                              March 31,   March 31,
                                                 2003        2002
-----------------------------------------------------------------------
<S>                                           <C>         <C>
Cash provided by (used in):

Operations:
  Net income                                  $     806   $(214,118)
  Items not involving cash:
    Depreciation                                  5,548       7,175
  Changes in operating assets and liabilities:
   Change in accounts receivable                 95,938     (63,043)
   Change in prepaid expenses                    (5,597)      5,054
   Change in accounts payable and
    accrued liabilities                         249,121     464,753
   Decrease in unearned revenue                (478,212)   (265,957)
   Decrease in accrued salaries                  (4,149)     14,708
-----------------------------------------------------------------------
  Net cash used in operating activities        (136,545)    (51,428)


Cash flows used in investing activities:
  Purchase of property and equipment             (3,945)     (7,459)
-----------------------------------------------------------------------
  Net cash used in investing activities          (3,945)     (7,459)


Cash flows from financing activities:
  Repayment of lease obligation                    (897)          -
  Proceeds from (repayment of) loan payable     (75,166)     (1,304)
  Proceeds from bank indebtedness                     -       9,053
  Proceeds from notes payable                     2,264         421
  Proceeds from advances from
   related parties                              218,293      26,962
-----------------------------------------------------------------------
  Net cash provided by financing activities   144,494      35,132


Effect of exchange rate changes on cash         (19,681)       (632)
-----------------------------------------------------------------------
Increase in cash and cash equivalents           (15,677)    (24,387)

Cash and cash equivalents,
 beginning of year                               50,537      24,387
-----------------------------------------------------------------------
Cash and cash equivalents, end of year        $  34,860   $       -
=======================================================================

Supplementary information:
Interest paid                                 $   7,386   $  12,562
Income taxes paid                                     -           -
=======================================================================

</TABLE>


                                       5
<PAGE>

FORGE,  INC.  AND  SUBSIDIARIES
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
March  31,  2003


1.     The  Company  and  description  of  business:

Forge,  Inc.  (the  "Company") is incorporated in the state of Delaware and is a
"permission-based"  e-mail  marketing  and  integrated  advertising  strategies
service.  The  Company's  services  include  the design, delivery, tracking, and
analysis of targeted "one-to-one" e-mail campaigns, customized loyalty programs,
comprehensive  list  management/brokerage packages and the creation, integration
and  execution  of  both  online  and  traditional  advertising  strategies.

On  May  13,  2002  emailthatpays.com,  Inc.  ("email"),  the  Company's  parent
corporation, was merged into the Company in order to, among other things, change
email's  domicile  from  Florida to Delaware and to change its name.  On May 13,
2002,  the  Company  declared  a one-for-twenty reverse stock split whereby each
share  of  common  stock issued and outstanding on May 13, 2002 was reclassified
and  changed  to one-twentieth of one share of common stock, rounded down to the
nearest  whole share.   As email owned 100% of the Company, this transaction has
been  accounted for on a continuity-of-interests basis.  In addition, on May 13,
2002,  the  Company's  1999  Equity Compensation Plan was effectively cancelled.
References to "the Company" refer to email for periods prior to May 13, 2002 and
Forge,  Inc.  thereafter.


2.     Liquidity  and  future  operations:

The  Company  had  its  first  profitable  quarter ending March 31, 2003 but has
sustained  negative cash flows from operations since its inception. At March 31,
2003,  the  Company  has  negative  working  capital of $905,200.  The Company's
ability  to meet its obligations in the ordinary course of business is dependent
upon  its  ability  to  increase  profitable  operations or to obtain additional
funding  through  public  or  private  equity  financing, collaborative or other
arrangements with corporate sources, or other sources.  Management is seeking to
increase  revenues  through  continued  marketing  of  its  services;  however
additional  funding  will  be  required.

Management is working to obtain sufficient working capital from external sources
in  order  to  continue  operations.  There  is  however  no  assurance that the
aforementioned  events,  including the receipt of additional funding, will occur
and  be  successful.



<PAGE>


FORGE,  INC.  AND  SUBSIDIARIES
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
March  31,  2003


3.     Basis  of  Presentation:

The unaudited consolidated financial statements of the Company at March 31, 2003
and  for  the  three month period then ended include the accounts of the Company
and  its  wholly-owned subsidiaries and reflect all adjustments (consisting only
of  normal  recurring  adjustments)  which  are,  in  the opinion of management,
necessary  for  a  fair  presentation  of  the  financial position and operating
results  for  the  interim periods. Certain information and footnote disclosures
normally  included in financial statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted in these interim
statements  under  the  rules  and  regulations  of  the Securities and Exchange
Commission  ("SEC"). Accounting policies used in fiscal 2003 are consistent with
those used in fiscal 2002.  The results of operations for the three months ended
March  31,  2003  are  not  necessarily indicative of the results for the entire
fiscal year ending December 31, 2003.  These interim financial statements should
be  read  in conjunction with the financial statements for the fiscal year ended
December  31,  2002  and  the  notes  thereto.

4.     Foreign  currency:

The functional currency of the operations of the Company's wholly-owned Canadian
operating  subsidiaries  is the Canadian dollar. Assets and liabilities measured
in  Canadian  dollars  are  translated into United States dollars using exchange
rates in effect at the balance sheets date with revenue and expense transactions
translated  using  average exchange rates prevailing during the period. Exchange
gains and losses arising on this translation are excluded from the determination
of  income  and  reported  as  foreign currency translation adjustment (which is
included  in  the  comprehensive  income  (loss))  in  stockholders'  equity.

5.     Net  income  (loss)  per  share:

The  Company  computes  net  income (loss) per share in accordance with SFAS No.
128, Earnings per Share, and SEC Staff Accounting Bulletin ("SAB") No. 98. Under
the  provisions of SFAS No. 128 and SAB No. 98, basic income (loss) per share is
computed  using  the  weighted average number of common stock outstanding during
the  periods,  and  gives  retroactive  effect  to  the  shares  issued  on  the
recapitalization  described  in  note  1.  Diluted  income  (loss)  per share is
computed  using  the  weighted average number of common and potentially dilutive
common stock outstanding during the period.  Basic and diluted net income (loss)
per  share  are  the  same  as  any  exercise  of  options  or warrants would be
anti-dilutive.

<PAGE>


FORGE,  INC.  AND  SUBSIDIARIES
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
March  31,  2003


6.     Comprehensive  income  (loss):

Effective  January  1, 1999, the Company adopted the provisions of SFAS No. 130,
"Reporting  Comprehensive  Income"  SFAS No. 130 which establishes standards for
reporting  comprehensive  income  (loss)  and  its  components  in  financial
statements.  Other  comprehensive  income,  as  defined, includes all changes in
equity  (net  assets) during a period from non-owner sources. Comprehensive loss
for  each  of  the  periods  presented  is  as  follows:
<TABLE>
<CAPTION>


---------------------------------------  --------  ---------
                                           2003      2002
---------------------------------------  --------  ---------
<S>                                      <C>       <C>
Net (income) / loss                      $  (806)  $214,118
---------------------------------------  --------  ---------
Other comprehensive (income) / loss:
Foreign currency translation adjustment   99,190     (4,070)
---------------------------------------  --------  ---------
Comprehensive loss                       $98,384   $210,048
---------------------------------------  --------  ---------


</TABLE>



<PAGE>




ITEM  2.        MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS


Cautionary  Statement  Regarding  Forward-Looking  Statements

This  Report  includes  forward-looking  statements.  We  have  based  these
forward-looking  statements  on  our  current expectations and projections about
future  events.  These  forward-looking  statements  are  subject  to  risks,
uncertainties  and  assumptions  about  us  and  about our subsidiary companies,
including,  among  other  things:

-    development  of  an  e-commerce  market;

-    our  ability  to  successfully  execute  our  business  model;

-    our  ability  to  obtain  additional  funding;

-    growth  in  demand  for  Internet  products  and  services;  and

-    adoption  of  the  Internet  as  an  advertising  medium.

In  light  of  these  risks,  uncertainties and assumptions, the forward-looking
events  discussed  in  this  Report  might  not  occur.

Results  of  Operations
For  the  Three  Months  Ending  March  31,  2003  and  2002

Revenue

We  earn  revenues  by  delivering  online  direct  marketing,  promotional, and
informational offers and by developing and implementing integrated marketing and
advertising  strategies.  We  charge  our  advertisers  based  upon  a number of
criteria  including  offers  delivered,  qualified  leads  generated,  online
transactions  executed  and  marketing  services  performed.

Revenue  consists of the gross value of our billings to clients and includes the
price  of  the  advertising  that we purchase from offline and online suppliers.
Under  marketing services contracts, we recognize the cost of the advertising we
purchase  for  our  clients  as  an expense and the payments we receive from our
clients  for  this  advertising  as  revenue.  Under  these arrangements, we are
ultimately  responsible for payment to suppliers for the cost of the advertising
that  we  purchase.

We  believe  that  our  revenues  will  be subject to seasonal fluctuations as a
result  of  general  patterns  of retail advertising, which are typically higher
during  the  second  and  fourth calendar quarters. In addition, expenditures by
advertisers  tend  to  be  cyclical,  reflecting overall economic conditions and
consumer  buying  patterns.

To  date, the vast majority of our revenue has been generated from the provision
of integrated marketing and advertising strategies as our email delivery system,
relational  database program and Canadian email marketing sales offices were not
fully  operational  until  February  2000.  With  increased  focus,  time  and
expenditure being directed to these online services, we anticipate proportionate
increases  in revenue, both in absolute and percentage terms.  However, if these
services do not continue to achieve market acceptance, we cannot assure you that
we  will  generate  business  at  a  sufficient  level  to support our continued
operations.

<PAGE>


Total  revenue  for  the  three  months  ending  March 31, 2003 was $978,600, an
increase  of 78% over the quarter ending March 31, 2002.  The increase over last
year  reflects increased spending by existing clients, the addition of three new
clients  and  an  expansion  into  creative  services  and  production.

Cost  of  revenue

Cost  of  revenue  represents the cost of advertising purchased for clients. The
increase  over  last  year  corresponds  to our increased revenue.  As well, our
expansion  into  creative services and production involved less direct costs and
resulted  in  an  increase  in  our  overall  margin.

Operating  Expenses

Our operating expenses for the three months ending March 31, 2003 were $245,136,
compared to operating expenses of $345,530 in the same three month period of the
previous  year.  Over  the  last  two  years  we  have substantially reduced our
operating costs through consolidation of our two western Canada offices into one
location,  closure  of  our  eastern  Canada  sales  office,  controlled  use of
professional  services  and  reduction  of  our  internal  technological  staff,
outsource  the  maintenance  and  storage  of  our  technological facilities and
utilize IT professionals on a project-by-project contract basis.  On an on-going
basis  we  do  not  anticipate  reducing  our  operating  expenses  any further.

The decrease in salary costs from $209,470 for the three months ending March 31,
2002  to  $162,059  for  the  three  months ending March 31, 2003 reflects fewer
employees,  no  new staff additions and a reduction in employee benefits.  Other
operating  expenses also reflect a decrease in advertising and promotions due to
a  one  time  cost  associated with the re-branding of the operating entities, a
decrease in legal and accounting associated with the company merger and domicile
change,  and  an  increase  in  rent  resulting  from  our  office  move.

Liquidity  and  Capital  Resources

We  have  sustained  negative  cash  flows  from operations since our inception;
however,  a  net  income was generated for the first time this quarter. At March
31, 2003, we have negative working capital of $905,200.  Advances from a company
controlled  by  a principal stockholder are funding our current operations.  Our
ability  to  meet  our current obligations is dependent upon these advances, the
overall  increase  in  revenues  and  continued  profitability.

We  need  to  raise  funds  in  order  to  continue operations and implement our
strategies  of  client  realization  and servicing, expansion and maintenance of
products,  brand  awareness,  technological  advancement  and  infrastructure
development.  We  cannot  assure you that additional financing will be available
on  terms  favorable  to  us, or at all.  If adequate funds are not available on
acceptable  terms, our ability to continue operations, implement our strategies,
take  advantage  of  unanticipated  opportunities,  or  otherwise  respond  to
competitive  pressures  will  be  significantly  limited.

Net  cash  used  in  operating activities was $136,545 and $51,428 for the three
months  ending  March  31, 2003 and 2002, respectively.  Cash used in operations
was  primarily  the  result  of decrease in unearned revenue of $478,212 for the
three  months  ending  March  31,  2003 and net losses of $214,118 for the three
months  ending  March  31,  2002.

Net cash used in investing activities was $3,945 and $7,459 for the three months
ending  March  31,  2003  and  2002,  respectively  and  relates to purchases of
property  and  equipment.

Net cash provided by financing activities was $144,494 and $35,132 for the three
months ending March 31, 2003 and 2002, respectively.  Cash provided by financing
activities  for  the  period  ending  March  31, 2003 consists of an increase in
advances  from  related  parties  of  $218,293.  Cash  provided  by  financing


<PAGE>


activities for the three months ending March 31, 2002 consists of an increase in
bank  indebtedness  of  $9,053  and  $26,962  in increased advances from related
parties.

ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.  Daniel  Hunter.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us which is required to be included in our periodic SEC
filings.  There  have been no significant changes in our internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our 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.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                           PART II - OTHER INFORMATION


Item  1.     Legal  Proceedings.

     None.


Item  2.     Changes  in  Securities  and  Use  of  Proceeds.

     None.


Item  3.     Defaults  Upon  Senior  Securities.

     None.


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

     None.


Item  5.     Other  Information.

     None.




<PAGE>


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

               EXHIBITS  REQUIRED  BY  ITEM  601  OF  REGULATION  SB


Exhibit
Number    Description of Exhibit
--------  ----------------------
99.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of  the  Sarbanes-Oxley  Act  of  2002  (1)
--------------------------------------------------------------------------------

(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB
--------------------------------------------------------------------------------



REPORTS  ON  FORM  8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
March  31,  2003.




<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.


                                       FORGE,  INC.



Dated:     May  16,  2003          By:
                                       /s/ Daniel  Hunter
                                       Daniel  Hunter
                                       Chief  Executive  Officer
                                       Principal Accounting and
                                       Financial Officer, Director





<PAGE>


                                 CERTIFICATIONS

I,  Daniel  Hunter,  CEO  of  Forge,  Inc.,  hereby  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Forge, 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 the
     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  I  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 to the audit committee of registrant's board of directors (or
     persons  performing  the  equivalent  function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   I  have  indicated  in  this  quarterly  report  whether  or not 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.


Dated:     May  16,  2003    By:  /s/ Daniel  Hunter
                                  Daniel  Hunter
                                  Chief  Executive  Officer,
                                  Principal Accounting and
                                  Financial Officer and Director