<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended April 30, 2003

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

            For the transition period from __________ to ____________



                         Commission file number 0-23268

                        AMERICAN TECHNOLOGIES GROUP, INC.
                 (Name of small business issuer in its charter)

           NEVADA                                                95-4307525
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                         P.O. BOX 90, MONROVIA, CA 91016
               (Address of principal executive offices) (zip code)


                    Issuer's telephone number: (626) 357-5000

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No[ ]

As of April 30, 2003 the registrant had 99,776,704 shares of Common Stock
outstanding.



<PAGE>


TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   Consolidated Financial Statements

         Consolidated Balance Sheets as of April 30, 2003 (unaudited)
            and July 31, 2002                                                  1

         Consolidated Statements of Operations (unaudited) for the
            three and nine months ended April 30, 2003 and April 30, 2002      2

         Consolidated Statements of Cash Flows (unaudited) for the
            nine months ended April 30, 2003 and April 30, 2002                3

         Notes to Consolidated Financial Statements                            4

ITEM 2   Management's Discussion and Analysis                                  7

ITEM 3   Controls and Procedures                                               7

PART II  OTHER INFORMATION                                                     8

ITEM 1   Legal Proceedings                                                     8

ITEM 2   Changes in Securities                                                 8

ITEM 3   Defaults Upon Senior Securities                                       8

ITEM 4   Submission to a Vote of Security Holders                              8

ITEM 5   Other Information                                                     8

ITEM 6   Exhibits and Reports on Form 8-K                                      8

SIGNATURES                                                                     9



IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS
FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS REPORT
REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED HEREIN AND IN OTHER REPORTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED. IN THIS REPORT,
THE WORDS "ANTICIPATES", "BELIEVES", "INTENDS", "FUTURE", AND SIMILAR
EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH SPEAK
ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY
REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT
MAY ARISE AFTER THE DATE HEREOF.

<PAGE>
ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>

                                    AMERICAN TECHNOLOGIES GROUP, INC.

                                             BALANCE SHEETS

                                    April 30, 2003 and July 31, 2002
<CAPTION>


                                                                             APRIL 30,       JULY 31,
ASSETS                                                                         2003            2002
                                                                           -------------   -------------
                                                                            (UNAUDITED)
<S>                                                                        <C>             <C>

Current assets:
     Cash and cash equivalents                                             $      8,311    $        610
     Accounts receivable, net of allowance for doubtful
       accounts of $13,125 and $13,125 at April 30, 2003
       and July 31, 2001, respectively                                           20,071          20,071
     Inventories, net                                                            10,442          12,586
     Other current assets                                                         3,843           3,843
                                                                           -------------   -------------
         Total current assets                                              $     42,667    $     37,110
                                                                           =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                      $    619,804    $    591,312
     Accrued interest payable                                                   589,750         462,688
     Accrued payroll and related liabilities                                    298,572         335,401
     Other accrued liabilities                                                  145,450         149,006
     Amounts due to related parties                                             130,300         130,300
     Notes payable                                                                7,815          12,147
     Notes payable - related party                                              641,424         471,656
     Current portion of convertible debentures                                1,409,511       1,409,511
                                                                           -------------   -------------
         Total current liabilities                                            3,842,626       3,562,021
                                                                           -------------   -------------

Stockholders' deficit:
     Series A convertible preferred stock, $.001 par value;
       10,000,00 shares authorized; 378,061 shares issued and
       outstanding                                                                  378             378
     Series B convertible preferred stock, $.001 par value;
       500,000 shares authorized; liquidation value at $8.00 per share;
       none issued and outstanding                                                   --              --
     Series C convertible preferred stock, $.001 par value; 2,000 shares
       authorized; liquidation value at $1,000 per share; none issued
       and outstanding                                                               --              --
     Common stock, $.001 par value; 1,000,000,000 shares authorized;
       99,776,704 and 99,451,704 shares issued and outstanding at
       April 30, 2003 and July 31, 2002, respectively, and 4,115,596
       shares committed but not issued as of April 30, 2003 and
       July 31, 2002                                                            103,892         103,567
     Additional paid-in capital                                              52,941,367      52,940,554
     Stock subscriptions                                                          6,750           6,750
     Accumulated deficit                                                    (56,852,346)    (56,576,160)
                                                                           -------------   -------------
         Total stockholders' deficit                                         (3,799,959)     (3,524,911)
                                                                           -------------   -------------
                                                                           $     42,667    $     37,110
                                                                           =============   =============

                The accompanying notes are an integral part of these financial statements

                                                   1
</TABLE>

<PAGE>
<TABLE>

                                AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                                             STATEMENTS OF OPERATIONS
                                                   (Unaudited)

                             For The Three and Nine Months Ended April, 2003 and 2002

<CAPTION>

                                                          THREE MONTHS ENDED             NINE MONTHS ENDED
                                                               APRIL 30,                      APRIL 30,
                                                    -----------------------------   -----------------------------
                                                        2003            2002            2003            2002
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
Revenues:
     Technology rights                              $      3,937    $     15,584    $      8,569    $     25,179
     Other                                                    --              --              --              56
                                                    -------------   -------------   -------------   -------------
         Total revenues                                    3,937          15,584           8,569          25,235
                                                    -------------   -------------   -------------   -------------
Operating expenses:
     General and administrative                           32,836         280,393         185,259         725,441
     Marketing and product development                        --           5,972           1,944           8,625
     Research and development                                 --              --              --          28,738
                                                    -------------   -------------   -------------   -------------
         Total operating expenses                         32,836         286,365         187,203         762,804
                                                    -------------   -------------   -------------   -------------
Other (expense) income:
     Interest expense, net                               (46,049)        (81,851)       (127,062)       (219,726)
     Loss on disposal of fixed assets                         --              --              --         (54,554)
     Gain on settlement of liabilities                        --         394,018          29,510         394,018
                                                    -------------   -------------   -------------   -------------
         Total other (expense) income                    (46,049)        312,167         (97,552)        119,738
                                                    -------------   -------------   -------------   -------------

Net loss attributable to common stockholders        $    (74,948)   $    (41,386)   $   (276,186)   $   (617,831)
                                                    =============   =============   =============   =============
Basic and fully diluted net loss per common share   $     (0.001)   $     (0.001)   $     (0.003)   $     (0.008)
                                                    =============   =============   =============   =============
Weighted average number of common shares
  outstanding                                         99,776,704      72,077,687      99,638,101      71,083,522
                                                    =============   =============   =============   =============

                    The accompanying notes are an integral part of these financial statements

                                                        2
</TABLE>

<PAGE>
<TABLE>


                        AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                                     STATEMENTS OF CASH FLOWS
                                           (Unaudited)

                          For The Nine Months Ended April, 2003 and 2002

<CAPTION>

                                                                           APRIL 30,    APRIL 30,
                                                                             2003         2002
                                                                          ----------   ----------
<S>                                                                       <C>          <C>
Cash flows from operating activities:
     Net loss                                                             $(276,186)   $(617,831)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
         Depreciation and amortization                                           --       19,837
         Loss on disposal of fixed assets                                        --       54,554
         Gain on settlement of liabilities                                  (29,510)    (394,018)
         Changes in operating assets and liabilities:
              Accounts receivable                                                --       (7,958)
              Inventories                                                     2,144       (9,804)
              Other current assets                                               --       12,007
              Accounts payable and accrued liabilities                      145,817      557,581
                                                                          ----------   ----------
     Net cash used in operating activities                                 (157,735)    (385,632)
                                                                          ----------   ----------
Cash flows from financing activities:
     Proceeds from notes payable - related party                            169,768      381,331
     Payments on notes payable                                               (4,332)        (345)
                                                                          ----------   ----------
     Net cash provided by financing activities                              165,436      380,986
                                                                          ----------   ----------
Net cash flows from discontinued operations                                      --           --
                                                                          ----------   ----------
Net change in cash and cash equivalents                                       7,701       (4,646)

Cash and cash equivalents, beginning of period                                  610        8,648
                                                                          ----------   ----------
Cash and cash equivalents, end of period                                  $   8,311    $   4,002
                                                                          ==========   ==========
Supplemental disclosure of non-cash investing and financing activities:
     Conversion of debentures to common stock                             $      --    $     640
     Stock issued as payment of back payroll and legal fees                   1,138       25,394


    The accompanying notes are an integral part of these financial statements

                                       3
</TABLE>

<PAGE>

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and notes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended April 30, 2003 are
not necessarily indicative of the results that may be expected for the year
ended July 31, 2003. For further information, please refer to the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended July 31, 2002.

NOTE 2 - ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS
----------------------------------------------------------------------

Organization and Line of Business
---------------------------------

American Technologies Group, Inc. (the "Company" or "ATG"), a Nevada
corporation, is engaged in the development, commercialization and sale of
products and systems using its patented and proprietary technologies. The
resulting products are intended to offer cost-effective solutions to reduce, and
in some cases eliminate, hazardous chemical by-products or emissions resulting
from industrial and combustion processes. The Company's proprietary catalyst
technology may improve many commercial products including detergents and
cosmetics.

The Company has suspended substantive operations subsequent to July 31, 2001.
Management is currently pursuing various options to obtain additional funding,
including the sale and/or license of certain technologies to related and other
parties, and the sale of a majority equity position to investors with a
different business plan.

Significant Business Risks
--------------------------

Since its inception, the Company has incurred significant operating losses
totaling over $56 million, and at April 30, 2003, has a working capital deficit
of $3,799,959 and has suspended substantive operations. The ability of the
Company to operate as a going concern is dependent upon its ability (1) to
obtain sufficient additional debt and/or equity capital, (2) sell or license
certain technologies and/or (3) generate significant revenues through its
existing assets and operating business. The successful outcome of future
activities cannot be determined at this time and there are no assurances that if
achieved, the Company will have sufficient funds to execute their business plans
or generate positive operating results. These issues, among others, raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

Net Loss Per Share
------------------

Net loss per common share is based upon the weighted average number of common
shares outstanding during the fiscal year under the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." Common share
equivalents were not considered as they would be anti-dilutive and had no impact
on earnings per share for any periods presented. However, the impact under the
treasury method of dilutive stock options would have been incremental shares of
0 and 32,186 for the nine months ended April 30, 2003 and 2002, respectively.

Segments
--------

The Company operates in one business segment, technology products, as a result
of the sale of its mining business in fiscal 2000.


                                       4
<PAGE>

Reclassification
----------------

Certain April 30, 2002 financial statements amounts have been reclassified to
conform to the April 30, 2003 presentation.

Stock-Based Compensation
------------------------

The Company accounts for non-employee stock-based compensation under Statement
of Financial Accounting Standards No. 123 ("SFAS No.123"), "Accounting For
Stock-Based Compensation." SFAS No. 123 defines a fair value based method of
accounting for stock-based compensation. However, SFAS No. 123 allows an entity
to continue to measure compensation cost related to stock and stock options
issued to employees using the intrinsic method of accounting prescribed by
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees." Under APB 25, compensation cost, if any, is recognized
over the respective vesting period based on the difference, on the date of
grant, between the fair value of the Company's common stock and the grant price.
Entities electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income and earnings per share, as if the fair value
method of accounting defined in SFAS No.123 had been applied.

In December 2002, SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure", was issued. SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The provisions of SFAS No. 148
are effective for financial statements for fiscal years ending after December
15, 2002. The Company adopted the disclosure provisions of SFAS No. 148 in these
financial statements. The Company does not anticipate adopting the fair value
based method of accounting for stock-based compensation.

At March 31, 2003, the Company has two stock-based employee compensation plans.
The Company accounts for those plans under the recognition and measurement
principles of APB 25, and related interpretations. During the three months ended
March 31, 2003 and 2002, no stock-based employee compensation cost is reflected
in the accompanying unaudited statements of operations, as all options granted
under those plans had exercise prices equal to or greater that the market value
of the underlying common stock on the date of grant. Had compensation cost for
the Company's Plans been determined consistent with the provisions of SFAS No.
123, the Company's net loss would not have changed.

NOTE 3 - NOTE PAYABLE - RELATED PARTY
-------------------------------------

In November 2001, the Company signed a promissory note with a third party who
has since become the Company's chief executive officer for $400,000, which was
later increased to $800,000. The note is unsecured and due on demand. As of
April 30, 2003, the Company has a balance of $641,424 outstanding under the
promissory note. Borrowings bear interest at 9% per annum with interest payments
due monthly. The Company has not paid interest during fiscal 2002 and the first
three quarters of 2003. Accrued interest for this note totaled $88,716 as of
April 30, 2003.

NOTE 4 - CAPITAL STOCK
----------------------

Common Stock
------------

On August 30, 2002, the Company held a shareholder meeting in New York. The
shareholders approved an amendment to its certificate of incorporation to
increase the authorized number of shares of common stock from 100,000,000 shares
to 1,000,000,000 shares.

During fiscal 2002, the Company committed to issue 4,115,596 shares of common
stock to employees/officers for settlement of debt/obligations. As of April 30,
2003, the Company has not yet issued these shares.

On November 25, 2002, the Company issued 325,000 shares of common stock valued
at $1,138 (based on the closing price of stock on the date of issuance) to one
employee and his attorney as consideration for a settlement of an obligation.
The settlement resulted in the Company recording a gain on extinguishments of
debt of $29,510 during the quarter ending April 30, 2003.

                                       5
<PAGE>

Stock Subscriptions
-------------------

As of October 31, 2001, the Company had not issued 15,000 shares of Common Stock
owed for services rendered prior to July 31, 2000, valued at $6,750 which is
included in stock subscriptions in the accompanying balance sheets.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Contingency
-----------

On October 31, 2002, the Company received The Letter of Commitment for
additional funding from a third party. Per the letter of commitment, the Company
will receive an equity line funding facility up to $10,000,000. The first
$1,000,000 will be in the form of convertible debentures and the remaining
$9,000,000 will be pursuant to an equity line facility. The convertible
debentures will be issued as a convertible note with a conversion price at a 20%
discount to the market price, as defined within the financing documents. As of
April 30, 2003, the Company has not borrowed any money under this commitment.







                                       6
<PAGE>


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS

As reported in our prior public reports, the Company largely had ceased
operations during the prior fiscal year and had begun focusing efforts on
restructuring and refinancing. In 2002, the Company successfully continued these
efforts to settle various pending law suits, reduce outstanding liabilities,
acquire an equity funding facility to finance acquisition of new products,
entities and technologies, and otherwise strengthen the business.

The Company has continued to explore possibilities for licensing and
distributing the distiller for manufacture and sales in selected Asian markets.
The same is true for the Force products, which still find interested customers
both domestically and overseas. Efforts are underway to examine strengthening
the distribution network so as to increase sales. The acquisition of new
entities, technologies and products to create value for shareholders, too, is
underway in the form of evaluating possible investments.

Total revenue decreased by $16,666 from $25,235 in the nine-month period ended
April 30, 2002 to $8,569 in the nine-month period ended April 30, 2003. Total
revenue decreased by $11,647 from $15,584 in the quarter ending April 30, 2002
to $3,937 in the quarter ending April 30, 2003. Total revenue continued to fall
due generally to lack of resources for marketing and promotion and to decreasing
demand for products. Without sufficient funds to conduct a targeted advertising
campaign and product launch, it is extremely difficult to gain product awareness
and generate sales. Such funds were very difficult to obtain during the FY 2002.
Sales also were impacted by generally poor worldwide economic conditions and by
the events of September 11, 2001 followed by the Iraqi conflict of the past few
months.

A majority of our efforts during the past year have been focused on stabilizing
the Company's financial situation, settling lawsuits with major creditors and
former employees, increasing our authorized capital stock, and beginning the
process of seeking new technologies and activities to merge into. In August
2002, our shareholders approved an increase to our authorized common stock from
100,000,000 to 1,000,000,000. Our authorized but unissued common stock will be
used for potential financing and merger candidates.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have been unable to generate significant cash flows from our
business operations. As a result, we have funded our operations through investor
financing, including sales of common stock and the exercise of warrants and
options. We have also used debt to fund our operations. Until such time as we
are able to generate significant cash flow from operations through increased
sales of our products, we will be required to continue our reliance on investor
financing and debt to fund our operations. The successful outcome of future
activities cannot be determined at this time and there are no assurances that if
achieved, the Company will have sufficient funds to execute its business plans
or generate positive operating results.

In November 2001, the Company signed a promissory note with Dr. Gary Fromm for
$400,000. The note is secured by the Company's water distiller patents and was
due August 8, 2002. It subsequently was converted to a payable demand basis. As
of April 30, 2003, the Company has received approximately $641,424 in borrowings
under the promissory note. Borrowings bear interest at 9% per annum with
interest payments due monthly. To date none of this interest has been paid.

The Company does not have existing capital resources or credit lines available
that are sufficient to fund our operations and capital requirements as presently
planned over the next twelve months. We are actively pursuing additional funds
through the issuance of debt and/or equity instruments. However, such funds may
not be available on favorable terms or at all.

GOING CONCERN

The Company's independent public accountants have stated in their report
included in the July 31, 2002 Form 10-KSB that the Company has incurred
operating losses in the last two years, has a working capital deficit and
significant stockholders deficit. These conditions raise substantial doubt about
the Company's ability to continue as a going concern unless it is successful in
finding and concluding satisfactory arrangements with merger partners and new
sources of finances.

ITEM 3 CONTROLS AND PROCEDURES

As of April 30, 2003, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and the Acting Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Acting Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were effective as of April 30, 2003. There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to April
30, 2003.




                                       7
<PAGE>


                                     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 A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

99.1 Certification of the Chief Executive Officer and Acting Chief Financial
Officer of American Technologies Group, Inc. Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K:

None.




                                       8
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        AMERICAN TECHNOLOGIES GROUP, INC.



                                        BY: /S/ GARY FROMM
                                        ---------------------------------
                                        DR. GARY FROMM
                                        CHAIRMAN OF THE BOARD AND
                                        CHIEF EXECUTIVE OFFICER
                                        ACTING CHIEF FINANCIAL OFFICER
                                        DATE: JUNE 19, 2003






                                       9
<PAGE>


                                  CERTIFICATION

I, Dr. Gary Fromm, CEO and Acting CFO, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of American Technologies
Group, 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. 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 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. 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. 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.

June 19, 2003





                                   BY: /S/ GARY FROMM
                                   ---------------------------------
                                   DR. GARY FROMM
                                   CHAIRMAN OF THE BOARD AND
                                   CHIEF EXECUTIVE OFFICER
                                   ACTING CHIEF FINANCIAL OFFICER
                                   DATE: JUNE 19, 2003