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

                                   FORM 10-QSB
                                   (Mark One)

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

                  For the Quarterly period ended March 31, 2003

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

         For the transition period from ______________ to ______________

                        Commission file number 000-28195

                             CARSUNLIMITED.COM, INC.
        (Exact name of small business issuer as specified in its charter)

       Nevada                                         11-3535204
-------------------------------------------------------------------------------
  (State of Incorporation)                 (IRS Employer Identification No.)


            444 Madison Avenue, 18th Floor, New York, New York 10022
                    (Address of principal executive offices)

                                  212-308-2233
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter  period that the  registrants  were
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                            Yes               No[X ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate  the  number of shares  outstanding  of each of the  issuer's  class of
common stock, as of the latest practicable date: 26,525,000





                             CARSUNLIMITED.COM, INC.
                              INDEX TO FORM 10-QSB



Contents                                                              PAGE

PART I. FINANCIAL INFORMATION 1

ITEM 1: Condensed Unaudited Financial Statements                       1

Consolidated Balance Sheets - March 31, 2003 and 2002 (Unaudited)      1

Consolidated Statements of Operations for the
   Three Months Ended March 31, 2003
   and 2002 and from inception on March 7, 2000 to
   March 31, 2003 (Unaudited)                                          2

Consolidated Statements of Cash Flows Operations for
   the Three Months Ended March 31, 2003 and 2002
   and from inception on March 7, 2000 to
   March 31, 2003 (Unaudited)                                          3

 Notes to Condensed Unaudited Financial Statements                     5


ITEM 2:  Management Discussion and Analysis                            8

ITEM 3:  Controls and Procedures                                      10

PART II. OTHER INFORMATION

ITEM 1:  Legal Proceedings                                            10

ITEM 2:  Changes in Securities                                        10

ITEM 3:  Defaults Upon Senior Securities                              11

ITEM 4: Submission of Matters to Vote of Security Holders             11

ITEM 5: other information                                             11

ITEM 6: Exhibits and Reports on Form 8-K                              11

Signatures                                                            11

Certifications                                                        12



PART I.  FINANCIAL INFORMATION


                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             March 31, 2003 and 2002
                                  (UNAUDITIED)

                                     ASSETS

                                                     2003             2002
                                                    ------           ------

         Cash                                       $ 122           $ 1,012
                                                    -----           -------

           Total Current Assets                       122             1,012

         Equipment and furniture, net                  --               158
         Security deposits                            322               322
                                                    -----           -------

         Total Assets                                $444           $ 1,492
                                                     ====            ======


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

         Account payable and accrued expenses      90,414           87,648
         Salaries payable - officer               109,490          114,195
         Payroll taxes payable                      2,419            2,419
                                               ----------       ----------

         Total Current Liabilities                202,323          204,262

         Stockholders' (Deficit):
         Common stock, $0.001 par value;
          50,000,000 shares  authorized and
          26,530,000 shares issued
          and outstanding                          26,525          26,525
         Additional paid-in capital               593,420         555,561
             (Less) subscriptions receivable     (    200)       (    200)
         (Deficit) accumulated during
            the development stage                (821,624)       (784,656)
                                                ---------       ---------

         Total Stockholders' (Deficit)           (201,879)       (202,770)
                                                ---------       ---------

         Total Liabilities and Stockholders'
         Deficit                                $     444       $   1,492
                                                =========        ========

             See notes to condensed unaudited financial statements.




                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                AND INCEPTION ON MARCH 7, 2000 TO MARCH 31, 2003
                                  (UNAUDITIED)


                                                                 From Inception
                                    Three Months Ended          March 7, 2000 to
                                      March 31,                     March 31,
                                   2003            2002                2003
                                   ----            ----                ----

Revenues:
Sales Commissions               $ 1,000         $ 18,632           $ 309,064

Costs and Expenses:
Professional fees                 6,168            4,875             423,010
Salaries                              -            1,058             275,133
Commissions                           -              220              71,717
General and administrative          433           39,733             361,040
                                -------          -------            --------

 Total Costs and Expenses         6,601           45,886           1,130,900
                                -------          -------           ---------

Operating loss                   (5,601)         (27,254)           (821,836)

Other income:
Interest income                       -                -                 212
                               --------         --------          ----------

Net loss                        $(5,601)       $( 27,254)       $(   821,624)
                                 ======         ========          ==========

Net (loss) per common share    $( 0.001)         $(0.001)            $(0.031)
                                 ======            =====               =====

Weighted average
   common shares             26,525,000       26,530,000          25,383,000
                             ==========       ==========          ==========


             See notes to condensed unaudited financial statements.






                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                AND INCEPTION ON MARCH 7, 2000 TO MARCH 31, 2003
                                  (UNAUDITIED)


                                                                  From Inception
                                           Three Months Ended   March 7, 2000 to
                                                March 31,              March 31,
                                             2003         2002             2003
                                             ----         ----             ----

Cash Flows From Operating Activities:
 Net loss                                $ ( 5,601)    $(27,254)    $ (821,624)

Adjustments to reconcile net loss to
  net cash used in Operating Activities:
Depreciation and Amortization                    -          200          3,311
Write down of fixed assets                       -            -          6,367
Stock issued for services                        -            -        347,440
Services provided for donated shares             -            -         40,000
Changes is Operating Current Assets
   and Liabilities
Accounts payable and accrued expenses        5,723       27,199         92,734
Salaries payable - officer                       -            -        109,490
Security deposits                                -            -       (    322)
                                           -------    ---------     ----------

Net cash provided by (Used in)
  Operating Activities                         122          145       (222,604)
Cash Flows used in Investing Activities
Purchase of equipment                            -            -         (9,678)
                                           -------    ---------     ----------

Cash (Used) in Investing Activities              -            -         (9,678)
                                          ---------    --------     ----------

Cash Provided by Financing Activities
Issue of common stock for cash                   -           --        194,550
Additional paid-in capital                       -           --         37,854
                                         ---------    ---------     ----------
Net cash provided by (Used in)
 Financing Activities                            -            -        232,404
                                         ---------   ----------     ----------


See notes to condensed unaudited financial statements.



                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                AND INCEPTION ON MARCH 7, 2000 TO MARCH 31, 2003
                                  (UNAUDITIED)
                                   (CONTINUED)

                                                                From Inception
                                     Three Months Ended         March 7, 2000 to
                                           March 31,                March 31,
                                      2003         2002               2003
                                      ----         ----               ----

Net increase in cash                  122           145                122
Cash at beginning of period             -           867                  -
                                   ------        ------            -------

Cash at end of period               $ 122        $1,012               $122
                                   ======        ======            =======

See notes to condensed unaudited financial statements.




                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with  the  instructions  to  Form  10-QSB  of item  310(b)  of
Regulation  S-B.  Accordingly  they do not  include all of the  information  and
footnotes necessary for a fair presentation of financial  condition,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.  In the  opinion of  management,  the  interim  condensed  financial
statements  included  herewith  contain all  adjustments  (consisting  of normal
recurring accruals and adjustments)  necessary for their fair presentation.  The
unaudited interim condensed  financial  statements should be read in conjunction
with the Company's audited financial  statements for the year ended December 31,
2002, filed on Form 10-KSB.

NATURE OF OPRATIONS

CARSUNLIMITED.COM, INC. (The Company) was formed in Nevada on March 7, 2000. The
Company is a development stage company with limited  operations and revenues and
only  nominal  assets.  Its  intended  purpose was to offer users the ability to
search a database that contained  products and information  about the Automobile
Industry,  new and  used  car  sales  (classified  ads),  as well as  automotive
products such as extended warranty information and anti-theft body part marking.
The Company has adopted December 31 as its year-end.

The Company  tried to develop its website  and its  operations  were  limited to
marketing  various lease  products  directly  through  automobile  dealers.  The
Company  arranged  for the dealer to market  the  products  to their  automotive
customers and collect the costs and fees. The Company received  commissions from
the third party administrators.



                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Fair Value of Financial Instruments

Substantially  all of the Company's  assets and  liabilities are carried at fair
value or contracted amounts, which approximate fair value.

Income (Loss) Per Common Share

Net (loss) per common  share is based on the weighted  average of common  shares
outstanding during the period.

Income Taxes

The Company has a net operating loss (NOL) carryforward expiring in 2022. No tax
benefit has been reported in the financial  statements because the potential tax
benefit of the net  operating  loss  carryforwards  are  completely  offset by a
valuation allowance of the same amount because of the uncertainty of the Company
realizing  future  taxable  income.  Also,  because  of  substantial  changes in
ownership of the Company stock,  the NOL is subject to severe  Internal  Revenue
Code limitations.

GOING CONCERN

The  Company  is  a  development  stage  company  with  limited  operations,  no
substantial,  continuing  source of revenues,  only nominal assets,  and working
capital and stockholders'  deficits.  To continue to operate the company will be
dependent on receiving  working  capital from its  shareholders  or  independent
third parties until a merger partner can be found.




                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

NEW ACCOUNTING PRONOUNCEMENTS

In  December  2002 the FASB  issued SFAS No.  148--Accounting  for  Stock--Based
Compensation--Transition,  and  Disclosure.  This  SFAS  amends  SFAS  No.  123,
Accounting  for  Stock--Based  Compensation  to provide  alternative  methods of
transition  for entities  electing the fair value based method of accounting for
stock--based employee compensation.  This SFAS also requires additional and more
prominent  disclosure  related  to  accounting  methods  used for  stock  -based
employee  compensation and pro forma amounts related to any period accounted for
under the  intrinsic  method of Opinion 25. The Company will continue its policy
to utilize APB 25 for the treatment of its stock based compensation. The Company
has evaluated the  provisions of SFAS 148 and  determined  that it does not have
any material impact on the Company.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirement for Guarantees,  Including  Indirect  Guarantees for
Others." The  interpretation  addresses the disclosure to be made by a guarantor
in its interim  and annual  financial  statements  about its  obligations  under
guarantees.  These  disclosure  requirements are included in the Commitments and
Contingencies  disclosure within this Form 10Q. The Interpretation also requires
the  recognition  of a liability  by a  guarantor  at the  inception  of certain
guarantees.

The  Interpretation  requires the  guarantor  to  recognize a liability  for the
non-contingent component of the guarantee, this is the obligation to stand ready
to perform in the event that specified  triggering  events or conditions  occur.
The initial  measurement of this liability is the fair value of the guarantee at
inception.  The  recognition  of the  liability  is  required  even if it is not
probable that payments will be required  under the guarantee or if the guarantee
was issued  with a premium  payment or as part of a  transaction  with  multiple
elements.  The  Company has  evaluated  the  provisions  of  Interpretation  and
determined that it does not have any material impact on the Company.

In  January  2003 the FASB  issued  Interpretation  No.  46,  "Consolidation  of
Variable Interest  Entities." The interpretation  addresses the consolidation of
variable  interest  entities.  The  Company  has  evaluated  the  provisions  of
Interpretation No. 46 and determined it does not have any significant  interests
in any variable interest entities.



                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                 MARCH 31, 2003

ITEM 2. Management's Discussion and Analysis

The following  discussion  should be read along with our  financial  statements,
which are included in another section of this 10-QSB.  This discussion  contains
forward-looking statements about our expectations for our business and financial
needs.  These  expectations are subject to a variety of uncertainties  and risks
that may cause actual results to vary significantly  from our expectations.  The
cautionary  statements  made in this  Report  should be read as  applying to all
forward-looking statements in any part of this 10-QSB.

We were incorporated on March 7, 2000 as a Nevada  Corporation.  We have adopted
December 31 as our  year-end.  We are a  development  stage company with limited
operations and revenues and only nominal assets.  Any reference in this document
to "the  Company,"  "our",  "we" or "us"  refers to  CarsUnlimited.Com,  Inc. We
provided products and information  related to the auto industry to our customers
through our Web site using classified ads and affiliate link programs.

We offer new and used car  classified  advertising  as well as products  such as
automotive warranties.  We currently had two revenue streams. The first was from
our  Internet  site  and the  second  from  our  automotive  wholesale  products
division, which sold automotive products to auto dealerships,  leasing companies
and credit unions.

Analysis of Financial Condition.

As of March 31, 2003,  we had cash  reserves of $ 122 and no other liquid assets
or  resources.  From  December 31, 2002 our cash had increased by $122. On March
31, 2003 we had total current  liabilities of $202,323 compared with $204,257 on
December 31, 2002. Our liabilities  include accounts payable of $90,414,  unpaid
salaries to officers of $109,490  of which  $100,000  was  converted  to 100,000
shares  of  common  stock on June 13,  2003 as part of the  exchange  of  shares
agreement with ODC, and payroll tax payable of $2,419.  We will need  additional
capital to implement  our  business  plans  successfully.  If we are not able to
raise sufficient  capital through the sale of equity or debt, we may not be able
to successfully implement our business plan.

Results of Operations

We realized  revenue of $1,000 from  commission for the three months ended March
31, 2003 as compared to $18,632 for the period ending March 31, 2002, a decrease
of 94.6%.  Decreased revenue was mainly  attributed to terminated  operations in
2003.


Expenses for professional  services  increased by 26.5% from 4,875 to 6,168 from
the quarter ended March 31, 2002 to the quarter  ended March 31, 2003.  The main
reason for this increase was  professional  fees associated with legal and audit
matters.

General  and  administrative  expenses  decreased  by 98.9% to $433 in the three
months  ended March 31,  2003,  as compared to $39,733 in the same period of the
previous year. The decrease was also  attributed to the terminated  operation in
2003.  The total  expenses  decreased  by 85.6% to  totaling  $6,601  during the
three-month  period  ending March 31, 2002.  Our expenses for the quarter  ended
March 31, 2002 were  $45,886.  Decreased  expenses  were also  attributed to the
terminated sales and operation in 2003.

We had a net loss of $5,601 for the  three-month  period  ending  March 31, 2003
compared to a net loss of $27,254 for the period ending March 31, 2002.

Plan of Operations

On June 11, 2003, Anthony Genova,  Jr., Lawrence Genova,  William Quinn,  Joseph
Marks,  Mark  Makropoplous,   (collectively,  "Sellers"),  the  former  majority
stockholders and officers and directors of Carsunlimited.com,  Inc. entered into
a share purchase  agreement (the "Share Purchase  Agreement") with ODC Partners,
LLC  ("ODC")  which was  consummated  on June 13,  2003.  Pursuant  to the Share
Purchase  Agreement,  ODC purchased  19,931,000  shares of the Company's  common
stock, par value $.001 per share owned by the Sellers for an aggregate  purchase
price  of  $69,793.00.  Now  ODC  owns  76% of  the  outstanding  shares  of the
registrant and is considered the controlling entity.

In connection with the transaction,  the Company's  principal  executive offices
are now located at 444 Madison Avenue, 18th Floor, New York, New York 10022.

As  contemplated  by the Share Purchase  Agreement,  signed on June 13, 2003, by
action of the board of  directors of the Company  (the  "Board"),  the number of
persons comprising the Board was increased from five persons to six persons.  As
a  result  of  this  action,  and  the  Board  resignations  of  Messrs.  Marks,
Makropolous, Quinn and Lawrence Genova on June 13, 2003, there then existed four
vacancies on the Board.  Anthony Genova, Jr., the remaining member of the Board,
appointed Mr. Daniel Myers, as designee of ODC, to fill one of the vacancies. In
addition,  also by action of the Board,  the number of  persons  comprising  the
Board will be  decreased to one (1) person,  effective  ten days  following  the
mailing  of an  Information  Statement  to all  stockholders  of the  Company in
compliance  with Section 14(f) of the  Securities  Exchange Act of 1934 and Rule
14f-1. At that time, the Board  resignation of Anthony  Genova,  Jr. will become
effective.  As part of the  agreement,  Anthony  J.  Genova,  Jr.  resigned  and
converted  $100,000 of accrued  salaries due to him into 100,00 shares of Common
Stock.  As of June 13,  2003,  the sole  director and  executive  officer of the
company will be Daniel Myers.

Liquidity and Capital Resources

Since inception,  we have used more cash than we have generated.  Because of the
continued need for working capital to fund the business, we expect to experience
negative operating cash flow for the foreseeable future.

On July 1, 2003,  ODC Partners,  LLC., our largest  shareholder,  entered into a
Revolving  Convertible Credit Agreement with the Company,  which requires ODC to
lend the  Company up to  $100,000  during the  credit  period.  The loan will be
evidenced by promissory  note which bears  interest at the rate of prime plus 2%
and is due and payable on June 30,2004. The loans are convertible, at the option
of ODC Partners into common stock of the Company at the rate of $.01 per share.

We cannot  guarantee  any future  results,  levels of activity,  performance  or
achievements.  Except as required by law, we undertake no  obligation  to update
any of the forward-looking statements in this Form 10-QSB after the date of this
quarterly report.


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The  Company  maintains   controls  and  procedures   designed  to  ensure  that
information  required to be disclosed  in the reports that the Company  files or
submits  under the  Securities  Exchange Act of 1934,  as amended,  is recorded,
processed, summarized and reported within the time period specified in the rules
and forms of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures  performed within 90 days of the filing date of
this report,  the Chief  Executive  and Chief  Financial  Officer of the Company
concluded that the Company's disclosure controls and procedures were adequate.

Changes in Internal Controls

The Company made no  significant  changes in its  internal  controls or in other
factors that could significantly affect those controls subsequent to the date of
the  evaluation  of those  controls  by the Chief  Executive  Officer  and Chief
Financial Officer.

PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings
None

ITEM 2. Changes in Securities
There have been no changes in the instruments defining the rights or rights
evidenced by any class of registered securities.

There have been no dividends declared.

ITEM 3. Defaults Upon Senior Securities
None

ITEM 4. Submission of Matters to Vote of Security Holders
None

ITEM 5. Other Information
None

ITEM 6. Exhibits and Reports on Form 8-K

(b) Reports on Form 8-K

1. There were no reports  filed on a Form 8-K for the third  quarter ended March
31,  2003.

2. On June 13,  2003,  we filed form 8-k  regarding  changes  in the  control of
registrant.


                                   SIGNATURES


Pursuant to the  requirements  of the Exchange Act, the  registrant  caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



CARSUNLIMITED


By: /s/ Daniel Myers
CEO, President and Director
Dated: July 10, 2003


                             CARSUNLIMITED.COM, INC.
                          (A Development Stage Company)
                                 MARCH 31, 2003

CERTIFICATIONS

I, Daniel Myers, Chief Executive Officer of the registrant, certify that:

(1)  I have  reviewed  this  quarterly  report on Form  10-QSB of  International
     Assets Holding Corporation;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

(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 registrant as of, and for, the periods presented in this quarterly
     report; and

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the 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)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: July 10, 2003
By: /s/ Daniel Myers
Chief Executive Officer



I, Daniel Myers, Chief Financial Officer of the registrant, certify that:

(1)  I have  reviewed  this  quarterly  report on Form  10-QSB of  International
     Assets Holding Corporation;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     registrant as of, and for, the periods  presented in this quarterly report;
     and

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 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 report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the 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)  The  registrant's  other  certifying  officers and I have indicated in this
     report whether or not there were significant  changes in internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Dated: July 10, 2003
By: /s/ Daniel Myers
Chief Financial Officer
































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