U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FORM 10-QSB/A

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

     For  the  quarterly  period  ended  September  30,  2002

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

     For  the  transition  period  from     to

                          Commission File No. 000-32349
                           SHORESIDE INVESTMENTS, INC.
        (Exact name of small business issuer as specified in its charter)

                UTAH                                 87-0535456
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)


                       3191 SOUTH VALLEY STREET, SUITE 201
                            SALT LAKE CITY, UT 84109
                     (Address of principal executive offices)

                                 (801) 474-0824
                           (Issuer's telephone number)

                                 NOT APPLICABLE
                                (Former address)

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

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING  FIVE  YEARS:

Check  whether the registrant has filed all documents and reports required to be
filed  by  Sections  12,  13,  or  15(d)  of  the Exchange Act subsequent to the
distribution  of  securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of September 30, 2002: 1,200,000 shares of common stock, $0.001 par
value.

Transitional  Small  Business  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

<TABLE>
<CAPTION>

                                  FORM 10-QSB
                          SHORESIDE INVESTMENTS, INC.

                                      INDEX

                                                                         Page
PART I.                       Financial Information

<S>       <C>                                                            <C>
          Item I.  Condensed Unaudited Financial Statements                 3

          Condensed Unaudited Balance Sheets - September 30, 2002 and
          December 31, 2001                                                 4

          Condensed Unaudited Statements of Operations for the Three
          Months and Nine Months Ended September 30, 2002 and 2001,
          and for the Period from February 8, 1995 (Inception) to
          September 30, 2002                                                5

          Condensed Unaudited Statements of Cash Flows for the Nine
          Months Ended September 30, 2002 and 2001, and from the Period
          from February 8, 1995 (Inception) to September 30, 2002           6

          Notes to Condensed Unaudited Financial Statements                 7

          Item 2.  Management's Discussion and Analysis of Financial
          Condition or Plan of Operation                                    9

          Item 3.    Controls and Procedures                               11

PART II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K                        11

          Signatures                                                       11

          Certification                                                    12
</TABLE>

(Inapplicable  items  have  been  omitted)


<PAGE>

PART  I.

FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS  (UNAUDITED)

In  the  opinion  of management, the accompanying unaudited financial statements
included  in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring  accruals)  necessary  for  a  fair  presentation  of  the  results of
operations for the periods presented.  The results of operations for the periods
presented  are  not necessarily indicative of the results to be expected for the
full  year.


<PAGE>

<TABLE>
<CAPTION>

                                SHORESIDE INVESTMENTS, INC.
                               (A DEVELOPMENT STAGE COMPANY)

                                       BALANCE SHEETS

                                           ASSETS

                                                             September 30,    December 31,
                                                                 2002             2001
                                                            ---------------  -------------
                                                             (UNAUDITED)
<S>                                                         <C>              <C>
CURRENT ASSETS:
     Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $        2,053   $       2,093
     Rent receivable . . . . . . . . . . . . . . . . . . .           5,389           2,083
     Prepaid expenses. . . . . . . . . . . . . . . . . . .           1,588             469
                                                            ---------------  --------------

             Total Current Assets. . . . . . . . . . . . .           9,030           4,645
                                                            ---------------  --------------

PROPERTY
     Condominium, less depreciation of $11,654 and $7,769.         166,346         170,231
                                                            ---------------  --------------

            Total Property . . . . . . . . . . . . . . . .         166,346         170,231
                                                            ---------------  --------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .  $      175,376   $     174,876
                                                            ===============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable. . . . . . . . . . . . . . . . . . .  $            -   $           -
     Franchise taxes payable . . . . . . . . . . . . . . .               -             100
     Advances from officer, director and stockholders. . .          19,975          16,305
     Other accrued liabilities . . . . . . . . . . . . . .           5,927           1,034
     Notes payable - current portion . . . . . . . . . . .           1,166           2,070
                                                            ---------------  --------------

             Total Current Liabilities . . . . . . . . . .          27,068          19,509
                                                            ---------------  --------------

NONCURRENT LIABILITIES
     Notes payable - less current portion. . . . . . . . .         119,496         116,938
                                                            ---------------  --------------

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value; 50,000,000 shares
         authorized; 1,200,000, and 1,200,000 shares
         issued and outstanding respectively . . . . . . .           1,200           1,200
     Additional paid-in capital. . . . . . . . . . . . . .         111,147          93,147
     Deficit accumulated during the development stage. . .         (83,535)        (55,918)
                                                            ---------------  --------------

          Total Stockholders' Equity . . . . . . . . . . .          28,812          38,429
                                                            ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . .  $      175,376   $     174,876
                                                            ===============  ==============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                            SHORESIDE INVESTMENTS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)

                                              STATEMENTS OF OPERATIONS
                                                    (UNAUDITED)


                                      For The          For The          For The        For The
                                  Three Months      Three Months      Nine Months     Nine Months      Cumulative
                                      Ended            Ended            Ended           Ended          During The
                                   September 30,    September 30,    September 30,    September 30,    Development
                                       2002             2001             2002             2001            Stage
                                  ---------------  ---------------  ---------------  ---------------  -------------
<S>                               <C>              <C>              <C>              <C>              <C>

REVENUE
     Rent income . . . . . . . .  $        3,439   $            -   $       15,210   $        5,233   $     22,211
                                  ---------------  ---------------  ---------------  ---------------  -------------

EXPENSES:
     General and administrative.           1,603            4,297           17,900            8,707         40,436
     Depreciation expense. . . .           1,295            1,295            3,885            3,885         11,654
     Property expenses . . . . .           2,668            4,035           14,402           12,297         26,896
     Property interest . . . . .           1,927            1,367            6,640            4,713         25,866
     Franchise tax expense . . .               -                -                -                -            894
                                  ---------------  ---------------  ---------------  ---------------  -------------

          Total Expenses . . . .           7,493           10,994           42,827           29,602        105,746
                                  ---------------  ---------------  ---------------  ---------------  -------------

NET (LOSS) BEFORE TAXES. . . . .          (4,054)         (10,994)         (27,617)         (24,369)       (83,535)

     Provision for income taxes.               -                -                -                -              -
                                  ---------------  ---------------  ---------------  ---------------  -------------

NET (LOSS) . . . . . . . . . . .  $       (4,054)  $      (10,994)  $      (27,617)  $      (24,369)  $    (83,535)
                                  ===============  ===============  ===============  ===============  =============

EARNINGS (LOSS) PER SHARE. . . .  $        (0.00)  $        (0.01)  $        (0.02)  $        (0.02)  $      (0.08)
                                  ===============  ===============  ===============  ===============  =============

WEIGHTED AVERAGE SHARES
OUTSTANDING. . . . . . . . . . .       1,200,000        1,250,000        1,200,000        1,250,000      1,046,943
                                  ===============  ===============  ===============  ===============  =============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                       SHORESIDE INVESTMENTS, INC.
                                      (A DEVELOPMENT STAGE COMPANY)

                                  STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                            For The         For The
                                                          Nine Months      Nine Months      Cumulative
                                                             Ended            Ended         During The
                                                          September 30,    September 30,    Development
                                                              2002             2001            Stage
                                                         ---------------  ---------------  -------------
<S>                                                      <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss . . . . . . . . . . . . . . . . . . . . .  $      (27,617)  $      (24,369)  $    (83,535)
     Adjustments to reconcile net loss to
     net cash used in operating activities:
          Depreciation. . . . . . . . . . . . . . . . .           3,885            3,885         11,654
          Taxes reduced on disposal of building lot . .               -            6,533
          Changes in assets and liabilities
               Rent receivable. . . . . . . . . . . . .          (3,306)               -         (5,389)
               Prepaid expenses . . . . . . . . . . . .          (1,119)          (1,340)        (1,588)
               Accounts payable . . . . . . . . . . . .               -             (497)             -
               Franchise tax payable. . . . . . . . . .            (100)            (100)             -
               Other accrued liabilities. . . . . . . .           4,893            3,599          5,927
                                                         ---------------  ---------------  -------------

             Net cash used in operating activities. . .         (23,364)         (18,822)       (66,398)
                                                         ---------------  ---------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES: . . . . . . . . .               -                -              -
                                                         ---------------  ---------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock . . . . . . . . . . . . . . .               -                -          3,900
     Officer or stockholder's payments (advances) - net           3,670            5,870         19,975
     Notes (payments) receipts. . . . . . . . . . . . .           1,654           (2,097)        (7,398)
     Capital contributed by stockholder . . . . . . . .          18,000            8,500         51,974
                                                         ---------------  ---------------  -------------

             Net cash provided by financing activities.          23,324           12,273         68,451
                                                         ---------------  ---------------  -------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . .             (40)          (6,549)         2,053

CASH AT BEGINNING PERIOD. . . . . . . . . . . . . . . .           2,093            7,063              -
                                                         ---------------  ---------------  -------------

CASH AT END OF PERIOD . . . . . . . . . . . . . . . . .  $        2,053   $          514   $      2,053
                                                         ===============  ===============  =============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest expense . . . . . . . . . . . . . . . . .  $        6,640   $        4,713   $     23,918
                                                         ===============  ===============  =============

     Income taxes . . . . . . . . . . . . . . . . . . .  $            -   $            -   $          -
                                                         ===============  ===============  =============

SUPPLEMENTAL NONCASH TRANSACTIONS
     Common stock issued to acquire property -
          net of property taxes . . . . . . . . . . . .  $            -   $            -   $    180,158
                                                         ===============  ===============  =============

     Assumption of debt associated with the
          property acquisition. . . . . . . . . . . . .  $            -   $            -   $    123,839
                                                         ===============  ===============  =============
</TABLE>


<PAGE>

                           SHORESIDE INVESTMENTS, INC.
                          (A Development Stage Company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE  1  -  CONDENSED  FINANCIAL  STATEMENTS

     The  Company,  without  audit,  has  prepared  the  accompanying  financial
     statements.  In  the  opinion of management, all adjustments (which include
     only  normal  recurring  adjustments)  necessary  to  present  fairly  the
     financial  position,  results  of operation and cash flows at September 30,
     2002  and  for  all  periods  presented  have  been  made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  condensed  or  omitted.  It is suggested that these
     condensed  financial  statements  be read in conjunction with the financial
     statements  and  notes  thereto included in the Company's December 31, 2001
     audited  financial  statements.  The  results of operations for the periods
     ended  September  30,  2002  and 2001 are not necessarily indicative of the
     operating  results  for  the  full  year.

NOTE  2  -  CONTRIBUTED  CAPITAL  -  OFFICER  AND  STOCKHOLDER

     During  the nine months ended June 30, 2002, the old and new officer of the
     Company,  who were and are stockholders, contributed $18,000 to the Company
     as  additional  paid-in  capital,  which  was  used  for operating capital.

NOTE  3  -  EQUITY  TRANSACTION

     During  October  2001,  pursuant  to  a  unanimous  consent of the Board of
     Directors  of  the  Company,  a  quit  claim deed was executed deeding to a
     shareholder,  the  Draper  Building lot located a 12229 South Kodiak Court,
     Draper,  Utah,  in  exchange for the 50,000 shares originally issued to the
     shareholder  on  June 27, 2000 for the lot with such shares being cancelled
     and  returned  to  the  authorized  but  unissued  shares  of  the Company.

NOTE  4  -  FILING  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION

     During  the  second  quarter of 2002, the Company filed with the Securities
     and Exchange Commission a filing on Form SB-2 to register the Common Shares
     of  the  Company.

NOTE  5  -  CONDOMINIUM  REFINANCING

     On  June  27, 2002, a shareholder completed a refinance of the condominium.
     The  cost  of  the refinance was $1,053, which was paid by the Company. The
     new  loan  is  a  5/6 libor arm. The interest rate is fixed at 6.375% for 5
     years  and  then  the  loan  changes to an adjustable rate mortgage for the
     remaining  25  years  of  the  loan. There is no balloon payment due on the
     loan.  The  loan is secured by the Condominium. The amortization term is 30
     years.  The  refinance was done in the name of the shareholder and the loan
     was  assigned  to  the Company. The Company will make the monthly payments,
     which  total $887.21. The principal and interest portion of the payments is
     $754.88  and  the  escrow  portion  is $132.33. The payments are due on the
     first of each month. The principal maturities over the next five years from
     2003  to  2007  are $1,166, $1,484, $1,581, $1,685 and $1,795 respectively.


<PAGE>

                           SHORESIDE INVESTMENTS, INC.
                          (A Development Stage Company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE  6  -  CHANGE  IN  MANAGEMENT

     During  the  third quarter of 2002, the Company had a change in management.
     Harvey Carmichael the old President and member of the Board of Directors of
     the  Company  resigned  and  Robert  M.  Karz was appointed to the Board of
     Directors  and  as  President,  Treasurer  and  Secretary  of  the Company.

NOTE  7  -  RECLASSIFICATION

     Prior to 2002, the Company reported rental income net of the management fee
     paid  to  the  outside  management company. For 2002 and in the future, the
     Company  will  report gross rental income and show the management fee as an
     expense.


<PAGE>

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

FORWARD-LOOKING  STATEMENT  NOTICE

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such  factors are discussed under the "Item 2. Management's Discussion
and  Analysis  of  Financial  Condition or Plan of Operations," and also include
general  economic  factors and conditions that may directly or indirectly impact
the  Company's  financial  condition  or  results  of  operations.

DESCRIPTION  OF  BUSINESS

Shoreside  Investments,  Inc.  ("Shoreside"  or  the "Company") was incorporated
under the laws of Utah on February 8, 1995 as Sun Seekers Corp. to engage in any
lawful  acts  not  prohibited  by  the  laws  of  any  jurisdiction in which the
corporation  may  do  business,  and  for  the  specific purpose of building and
operating  tanning  salons.  It  was  not successful in its business venture and
ceased  operations  in  the  tanning  business  in  November  of  1995.

For  a  brief  period  beginning  in  February  of 1996, management explored the
prospect  of  using  the  Company  as  a  vehicle  to  enter  into  the investor
relations/marketing business. Two new directors with experience in that business
were  appointed,  and  minimal  business  activity  in that field was conducted.
However,  by  February  of  1997,  the  new directors resigned and the marketing
business  was  abandoned  without  having  acquired  any assets or achieving any
operating  revenues.

In  October  of  1999,  Mr.  Harvey  Carmichael,  the  sole  remaining  director
established  a  new  bank  account  for  the  Company  and made a modest capital
contribution  to  bring  the Company current with its state filing requirements.
At  that  time  the  Company  began  exploring  entering the business of renting
vacation  and resort properties.  In 2001, the Company acquired a condominium in
the  ski  resort  town  of Park City, Utah to rent to vacationers.  On August 9,
2002,  Mr.  Carmichael resigned as President and Director of the Company and Mr.
Robert  M.  Karz was appointed to the Company's Board of Directors as President,
Secretary  and  Financial  Officer.

On  May 22, 2002, the Company filed a Form SB-2 with the Securities and Exchange
Commission  authorizing the sale of up to 12,000,000 shares of Common Stock.  As
of  the  date  of  this  report,  the  offering  has  not  become  effective.

THE  COMPANY

Shoreside  engages  in  renting  and  leasing  vacation  and  resort properties.
Shoreside presently owns one property, a single unit in the Gambler Condominiums
located in Park City, Utah approximately .6 mile from the lifts at the Park City
Ski  Resort  and  approximately  .9  mile  from  the Deer Valley ski resort. The
Canyons,  a third major ski resort is located less than two miles from the unit.


<PAGE>

The  Gambler unit is rented on a nightly basis through High Mountain Properties,
an  independent  property  management  company  located  in Park City at a rates
ranging  from $175 to $430 per night, depending on demand and time of year.  The
average  rental  and occupancy rate for our unit is approximately six nights per
month  during  ski  season  with  rentals  decreasing  through  March and April.

THREE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2002  AND  2001

For  the three months ended September 30, 2001, the company did not generate any
revenue.  By comparison, the company generated $3,439 in revenue during the same
period  in 2002.  Higher revenues in 2002 are due to increased off-season rental
income.  Expenses  for  the  three  months  ended September 30, 2002 were $7,493
consisting  of $1,603 in general and administrative expenses associated with the
Company's  reporting  requirements, $1,295 in expenses from depreciation, $2,668
in  property  expenses  and $1,927 in property interest.  Expenses for the three
months ended September 30, 2001 were $10,994 consisting of $4,297 in general and
administrative expenses, $1,295 in depreciation, $4,035 in property expenses and
$1,367 in property interest.  It is expected that operating expenses will remain
fairly  constant  for  the  immediate  future.

As  a result of the foregoing factors, the Company realized a net loss of $4,504
during  the  three  months  ended  September  30, 2002 and a net loss of $10,994
during  the  comparable  period  in  2001.

NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2002  AND  2001

During  the  Nine  months  ended  September  30, 2002 the Company had revenue of
$15,210 compared to revenue of $5,223 and during the Nine months ended September
30,  2001.  Higher  income  in the first nine months of 2002 is partially due to
increased  demand  for  vacation  rental properties in Park City during the 2002
Winter  Olympic  Games.  However,  the  Company's  business  plan  was not fully
implemented  during  the  first  nine months of  2001 so there are no comparable
figures  for  a  complete  year.  Consequently,  It  is too early to tell if the
increased  income  in  2002  is  typical  for  a  full ski season or if it is an
anomaly.

Total  expenses  for  the  first  nine  months of 2002 and 2001 were $42,827 and
$29,602  respectively.  General  and administrative expenses for the nine months
ended September 30, 2002 and 2001 consisted of general corporate administration,
legal  and  professional  expenses,  and  accounting  and auditing costs.  These
expenses  were  $17,900  in  2002  and  $8,707  in  2001.  Higher administrative
expenses in 2002 were due to professional fees associated with preparing an SB-2
registration  statement  during  the  second  quarter  of  2002.

Property  expenses  for  the  first nine months of 2002 and 2001 were relatively
constant.  For  2002 these expenses consisted of $3,885 in depreciation, $14,402
in  property  expenses  and  $6,640  in  property interest.  By comparison these
expenses  in  the first nine months of 2001 were $3,885 in depreciation, $12,297
in  property  expenses  and  $4,713.

As  a  result of the foregoing, net loss for the nine months ended September 30,
2002 was $27,617 compared to net loss of $24,369 during the same period in 2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  September  30,  2002, the Company had total assets of $175,376 consisting of
$2,053  cash in hand, $5,389 in rents receivable, prepaid expenses of $1,588 and
the  condo  valued at $166,346 after depreciation.  For the same period in 2001,
the  Company  had property assets of $170,231, cash in hand totaling $2,093 with
$2,083  in  rents  receivable  and  $496  in prepaid expenses resulting in total
assets  of  $174,876.


<PAGE>

Management  believes  that  the  Company  has  sufficient cash on hand and rents
receivable  to  meet the Company's anticipated needs through the next 12 months.
The  Company's  current  operating plan is to continue renting its condo through
High  Mountain  Properties  and  to comply with the administrative and reporting
requirements of a public company. Should the Company require additional capital,
it  may take loans from officers, sell equity of the Company or find other forms
of  debt  financing.

ITEM  3.  CONTROLS  AND  PROCEDURES

Within  the  90-day  period  prior  to the date of this report, we evaluated the
effectiveness  and  operation of our disclosure controls and procedures pursuant
to  Rule  13a-14  of  the  Securities  Exchange  Act  of  1934.  Based  on  that
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that our disclosure controls and procedures are effective.  There have
been  no  significant  changes  in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

                           PART II.  OTHER INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

<TABLE>
<CAPTION>

EXHIBITS:

EXHIBIT NUMBER  TITLE                                               LOCATION
<C>             <S>                                                 <C>

          99.1  Certification of Chief Executive Officer and Chief  Attached
                Financial Officer pursuant to Section 906 of the
                Saranes-Oxley Act of 2002
</TABLE>

REPORTS  ON  FORM  8-K:

No  reports  on  Form  8-K  were  filed  by the Company during the quarter ended
September  30,  2002.


                                   SIGNATURES

In  accordance  with  the  Exchange Act, the registrant caused this report to be
signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.

                              SHORESIDE  INVESTMENTS,  INC.


Date:  March  12,  2003       /s/Robert  M.  Karz
                              -----------------------------------
                              Robert  M.  Karz
                              CEO  and  Chief  Financial  Officer


<PAGE>

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Robert  M.  Karz, the Chief Executive Officer and Chief Financial Officer of
Shoreside  Investments,  Inc.  (the  "Company"),  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB of the Company;

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  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 our most recent
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.


March  12,  2003                   /s/Robert  M.  Karz
                                   -------------------------
                                   Chief  Executive  Officer
                                   Chief  Financial  Officer