<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 September 30, 2003.


       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      For the transition period from _________________ to _________________


                             Commission File Number


                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                 (Name of small business issuer in its charter)


            DELAWARE                                    13-4105842
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                            PO BOX 2524 STN TERMINAL
                             VANCOUVER, B.C. V6B 3W8
                    (address of principal executive offices)



                                   (Zip Code)


                    Issuer's telephone number (604) 669-6261


                               INDIGO ENERGY, INC.
         (Former Name, Former Address and Former Fiscal year, if Changed
                               Since Last Report)




As of November 14, 2003, 554,334 shares of the issuer's common stock, par value
$0.001 per share, were outstanding.

Transitional Small Business Disclosure Format (Check one):   Yes [ ]     No [X]



<PAGE>


TABLE OF CONTENTS

PART 1 - FINANCIAL INFORMATION                                                3
       Item 1     FINANCIAL STATEMENTS (UNAUDITED)                            3
       Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION   10
       Item 3.    CONTROLS AND PROCEDURES                                     10

PART II - OTHER INFORMATION
       Item 1.    LEGAL PROCEEDINGS                                           11
       Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         11
       Item 6.    EXHIBITS AND REPORTS ON FORM 8-K                            11

SIGNATURES                                                                    12
CERTIFICATIONS                                                                13






                                                                               2
<PAGE>


                 GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003


PART 1.   FINANCIAL INFORMATION

          ITEM 1.    FINANCIAL STATEMENTS

                     INTERIM BALANCE SHEET (UNAUDITED) AS OF SEPTEMBER 30, 2003

                     INTERIM STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE
                     THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003
                     AND 2002 AND CUMULATIVE FOR THE PERIOD FROM MARCH 8,
                     2000 (INCEPTION) TO SEPTEMBER 30, 2003

                     INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE
                     NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 AND
                     CUMULATIVE FOR THE PERIOD FROM MARCH 8, 2000 (INCEPTION)
                     TO SEPTEMBER 30, 2003

                     NOTES TO FINANCIAL STATEMENTS (UNAUDITED)




                                                                               3
<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                             September 30, 2003
<S>                                                                               <C>
Assets                                                                            $      --

Liabilities and Stockholders' Deficit

Current liabilities:
         Bank overdraft                                                           $       855
         Accounts payable                                                             172,572
         Advances from officers and stockholders                                       26,599
         Advances from consulting firm                                                 10,900
                                                                                  -----------

                  Total current liabilities                                           210,926

Stockholders' deficit
         Preferred stock, $0.001 par value, 10,000,000
                  shares authorized, no shares issued and outstanding                    --
         Common stock, $0.001 par value, 90,000,000 shares
                  authorized, 554,334 shares issued and outstanding                       554
         Additional paid-in capital                                                 1,073,650
         Deficit accumulated during the development stage                          (1,245,130)
         Notes receivable from officers and stockholders                              (40,000)
                                                                                  -----------

                  Total stockholders' deficit                                        (210,926)
                                                                                  -----------

                  Total liabilities and stockholders' deficit                     $      --
                                                                                  -----------
</TABLE>



                                                                               4
See accompanying notes to financial statements.


<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF OPERATIONS
(with cumulative figures from inception)
(UNAUDITED)




<TABLE>
<CAPTION>
                                                     For the Three             For the Three
                                                     Months Ended              Months Ended
                                                     September 30, 2003        September 30, 2002
<S>                                                  <C>                       <C>
Revenue                                              $      --                 $      --

Gain on sale of intellectual property                    106,901                      --
Expenses:
         Research and development expenses                  --                          14
         General and administrative expenses              18,932                    65,494
         Depreciation                                       --                         199
                                                     -----------               -----------


                  Total expenses                          18,932                    65,707
                                                     -----------               -----------

                  Operating income (loss)                 87,969                   (65,707)

Interest income                                             --                       2,100
                                                     -----------               -----------
                  Net income (loss)                       87,969                   (63,607)
                                                     -----------               -----------

Basic net income (loss) per common share             $      0.10               $     (0.05)
                                                     -----------               -----------

Weighted average common
         shares outstanding                              898,932                 1,198,861
                                                     -----------               -----------
</TABLE>







                                                                               5
See accompanying notes to financial statements.





<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF OPERATIONS
(with cumulative figures from inception)
(UNAUDITED), Continued




<TABLE>
<CAPTION>
                                                                                                  Cumulative for
                                                                                                  the period from
                                                     For the Nine          For the Nine           March 8, 2000
                                                     Months Ended          Months Ended           (inception) to
                                                     September 30, 2003    September 30, 2002     September 30, 2003
<S>                                                  <C>                   <C>                    <C>
Revenue                                              $      --             $      --              $      --

Gain on sale of intellectual property                    106,901                  --                  106,901

Expenses:
         Research and development expenses                  --                  10,286                397,115
         General and administrative expenses              50,722               247,106                714,631
         Interest expense                                   --                     600                 68,071
         Depreciation                                       --                     597                  1,762
         Forgiveness of notes receivable
                  from officers and stockholders            --                    --                   57,027
         Write-off patent costs                             --                    --                  112,952
         Impairment of fixed assets                         --                    --                    3,498
                                                     -----------           -----------            -----------

                  Total expenses                          50,722               258,589              1,355,056

                  Operating income (loss)                 56,179              (258,589)            (1,248,155)
                                                     -----------           -----------            -----------

Interest income                                             --                   6,300                  3,025
                                                     -----------           -----------            -----------

                  Net income (loss)                       56,179              (252,289)            (1,245,130)
                                                     -----------           -----------            -----------

Basic net income (loss) per common share             $      0.05           $     (0.21)
                                                     -----------           -----------

Weighted average common
         shares outstanding                            1,099,426             1,186,316
                                                     -----------           -----------
</TABLE>


                                                                               6
See accompanying notes to financial statements.


<PAGE>

GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF CASH FLOWS
(with cumulative figures from inception)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                               Cumulative for
                                                                                                               the period from
                                                                       For The Nine        For The Nine        March 8, 2000
                                                                       Months Ended        Months Ended        (inception) to
                                                                       September 30, 2003  September 30, 2002  September 30, 2003
<S>                                                                    <C>                 <C>                 <C>
Cash flows from operating activities:
     Net income (loss)                                                 $   56,179          (252,289)           (1,245,130)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
           Depreciation of equipment                                         --                 597                 1,762
           Write-off patent costs                                            --                --                 112,952
           Impairment of fixed assets                                        --                --                   3,498
           Forgiveness of notes receivables
             from officers and stockholders                                  --                --                  57,027
           Value of services contributed to the Company
             by certain executive officers                                   --              22,500               187,500
           Consulting fee paid by issuance of
             common stock                                                    --              79,000                79,000
           Gain on sale of intellectual property                         (106,901)             --                (106,901)
           Changes in operating assets and liabilities:
                Receivable - interest due from officer                       --              (4,200)               (2,100)
                Interest expense paid by issuance of common stock            --                --                  60,000
                Bank overdraft                                                855              --                     855
                Accounts payable                                           26,837            27,045               400,926
                                                                       ----------        ----------            ----------

                  Net cash used in operating activities                   (23,030)         (127,347)             (450,611)

Cash flows used in investing activities:
     Purchase of equipment                                                   --              (1,274)               (5,260)
     Proceeds from sale of intellectual property                            6,000              --                   6,000
     Payments of patent application costs                                    --             (29,366)             (112,952)
     Advances to officers and stockholders                                   --                --                (116,599)
                                                                       ----------        ----------            ----------

                  Net cash provided by (used in) investing activities       6,000           (30,640)             (228,811)

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                             --             132,306               621,106
     Proceeds from convertible note payable                                  --                --                 100,000
     Advances from consulting firm                                           --              30,323                10,900
     Advances from officers and stockholders                               15,615              --                  48,271
     Payments for expenses public offering                                   --                --                (100,855)
                                                                       ----------        ----------            ----------

                  Net cash provided by financing activities                15,615           162,629               679,422
                                                                       ----------        ----------            ----------

                  Net increase (decrease) in cash                          (1,415)            4,642                  --

Cash, at beginning of period                                                1,415              --                    --
                                                                       ----------        ----------            ----------

Cash, at end of period                                                       --               4,642                  --
                                                                       ----------        ----------            ----------

Supplemental information about cash payments is as follows:
     Cash payments of interest                                         $     --                --                     600
                                                                       ----------        ----------            ----------

Supplemental Schedule of non cash investing activities:
     Accounts payable transferred in connection with sale of
        intellectual property                                          $  100,901              --                 100,901
                                                                       ----------        ----------            ----------

Supplemental schedule of non-cash financing activities:
     Conversion of convertible notes and accrued interest to
        common stock                                                   $     --                --                 160,000
                                                                       ----------        ----------            ----------

     Conversion of accounts payable to common stock                    $     --                --                 127,453
                                                                       ----------        ----------            ----------
</TABLE>


                                                                               7
See accompanying notes to financial statements.

<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2003 AND 2002


NOTE 1.  STATEMENT OF INFORMATION FURNISHED

The accompanying unaudited condensed financial statements as of September 30,
2003 and for the three months and nine months ended September 30, 2003 and 2002
and cumulative from March 8, 2000 (Inception) to September 30, 2003 have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and pursuant with the
rules and regulations of the Securities and Exchange Commission for Form 10-QSB.
Accordingly, the condensed financial statements do not include all the
information and notes to the financial statements required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, the accompanying unaudited
condensed financial statements contain all adjustments (consisting of only
normal recurring adjustments) considered necessary for a fair presentation of
Global Wireless Satellite Networks (USA), Inc.'s financial position, results of
operations, and cash flows for the periods presented. These results have been
determined on the basis of accounting principles generally accepted in the
United States of America and applied consistently with those used in the
preparation of the Company's 2002 financial statements.

The results of operations for the interim periods ended September 30, 2003 and
2002 are not necessarily indicative of the results to be expected for the full
year. These interim financial statements should be read in conjunction with the
December 31, 2002 financial statements and related notes included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.

NOTE 2.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
additional capital and/or obtaining financing to continue its development stage
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. It is management's plan to raise
additional funds through private placements.

NOTE 3.  ORGANIZATION

On August 18, 2003, the Board of Directors approved the cancellation of
6,470,000 common shares of founders' stock. Written consent for the cancellation
of common shares was obtained from the common shareholders. The financial
statements as of September 30, 2003 have been updated to reflect the
cancellation of common shares.

On September 3, 2003, the stockholders approved a 10:l reverse stock split. A
new common share was issued for every ten old common shares. The Company's
Articles of Incorporation were amended to reflect the 10:1 reverse stock split.
The financial statements as of September 30, 2003 have been updated to reflect
the reverse stock split.

On September 9, 2003, the Company changed its name from Indigo Energy, Inc. to
Global Wireless Satellite Networks (USA), Inc. The Company's Articles of
Incorporation were amended to reflect the Company's name change.

NOTE 4.  NET INCOME (LOSS) PER SHARE

Net income (loss) per common share was calculated under SFAS No. 128, "Earnings
per Share." Basic net income (loss) per share is computed by dividing the net
loss by the weighted average outstanding shares of 898,932 and 1,198,861 for the
three months ended September 30, 2003 and 2002, respectively, and 1,099,426 and
1,186,316 for the nine months ended September 30, 2003 and 2002, respectively.
Net income (loss) per share for prior periods have been restated to reflect a
10:1 reverse stock split effective in September 2003. Inasmuch as the Company
has incurred losses, the effect of dilutive securities has been excluded from
the computation, as they are antidilutive.


                                                                               8
<PAGE>


GLOBAL WIRELESS SATELLITE NETWORKS (USA), INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

SEPTEMBER 30, 2003 AND 2002


NOTE 5.  SALE OF INTELLECTUAL PROPERTY

On July 25, 2003, the Company signed and executed a Letter of Intent to sell the
Company's intellectual property, including all inventions, patents, patent
applications, trade secrets, trademarks, trademark applications, and copyrights,
to Cobalt Energy, LLC. As consideration for signing the Letter Of Intent, Cobalt
Energy, LLC paid the Company $6,000. On September 11, 2003, the Company entered
into an agreement to sell the Company's intellectual property to Cobalt Energy,
LLC. Pursuant to the Sales Agreement, Cobalt Energy, LLC assumed sole and full
responsibility for the amounts owed by the Company to J. Michael Neary,
approximately $101,000. Furthermore, within 6 years from the execution of the
Sales Agreement, if Cobalt Energy, LLC, within any fiscal year, achieves a
profit of more than $3,000,000 in that fiscal year, defined as the "breakpoint
year", based on the intellectual property covered by the Sales Agreement, Cobalt
Energy, LLC agrees to: (i) pay the Company a share of profits equal to 4% for
that fiscal year and the two fiscal years immediately following the breakpoint
year, but in any event not to exceed $600,000 in total; and (ii) Cobalt Energy,
LLC has the right to buy itself out of this obligation to the Company at anytime
for the sum of $500,000.



                                                                               9
<PAGE>


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

The current business plan of Global Wireless Satellite Networks (USA), Inc. is
to seek, investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership.
Therefore, the Company does not expect to conduct any product research and
development or purchase plant and significant equipment for the next twelve
months.

To further purse the current business plan, during the three months ended
September 30, 2003, the Company changed names from Indigo Energy, Inc. to Global
Wireless Satellite Networks (USA), Inc., and consolidated the issued and
outstanding common shares on the basis of one (1) New Common share for each ten
(10) old common shares. In addition, certain shareholders agreed to cancel
6,4700,000 of the old common shares.

During the three months ended September 30, 2003, the Company completed the sale
of its intellectual property to Cobalt Energy, LLC. Pursuant to the Sales
Agreement, Cobalt Energy, LLC assumed approximately $101,000 of debt owed J.
Michael Neary, the Company's former patent attorney.

The Company had limited activity during the three months ended September 30,
2003 resulting from the Company discontinuing its intent to design, develop,
manufacture and market reliable electrical backup power supplies. During the
three months ended September 30, 2003, expenses consisted of $18,932 of general
and administrative expenses. In addition, in fiscal 2002, the Company wrote-off
capitalized patent costs and fixed assets due to the Company discontinuing its
intent which resulting in the recording of no depreciation expense during the
three months ended September 30, 2003.

The Company is seeking additional financing through bank borrowings, private or
public debt, equity financing or otherwise. There can be no assurance that any
such financing will be available to the Company on acceptable terms, or at all.
The Company's inability to obtain necessary additional financing would have a
material adverse effect on the Company's operations. In addition, the failure to
obtain additional financing raises substantial doubt about the Company's ability
to continue as a going concern, and in such event the Company will most likely
have to curtail or discontinue its operations.

Currently, the Company does not have any employees, except for our current
officers. All of the officers are employed on a part time basis, and none are
currently paid a salary, accruing salaries, or represented by a collective
bargaining agreement.

Special Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides
a safe harbor for forward-looking statements made by or on behalf of the
Company. The Company and its representatives may, from time to time, make
written or verbal forward-looking statements, including statements contained in
the Company's filings with the Securities and Exchange Commission and in its
reports to stockholders. Generally, the inclusion of the words "believe",
"expect", "intend", "estimate", "anticipate", "will", and similar expressions
identify statements that constitute "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 and that are intended to come within the safe
harbor protection provided by those sections.

All statements addressing events or developments that the Company expects or
anticipates will occur in the future, including statements expressing optimism
or pessimism about future results (in particular, statements under Part I, Item
2, Management's Discussion and Analysis or Results of Plan), contain
forward-looking statements within the meaning of the Reform Act. The
forward-looking statements are and will be based upon management's then-current
views and assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements but there can be no assurance
that the statement of expectation or belief will result or be achieved or
accomplished. In addition, the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
By their nature, all forward-looking statements involve risk and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements for a number of reasons, including but not limited:
competitive prices pressures, changes in market demand, changing technology, and
general economic, financial and business conditions.


ITEM 3. 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 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those


                                                                              10
<PAGE>

controls and procedures performed within 90 days of the filing date of this
report, the Chief Executive and Chief Financial Officers of the Company
concluded that the Company's disclosure controls and procedures were adequate.

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


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Global Wireless Satellite Networks (USA), Inc. is not a party to any pending
legal proceeding nor is its property the subject of a pending legal proceeding.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been submitted to a vote of security holders during the period
covered by this report.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(b) Reports on Form 8-K filed during the quarter ended September 30, 2003:

    1.  On August 18, 2003, the Company announced the cancellation of 6,470,000
        common shares of the Company; and

    2.  On September 2, 2003, the Company announced the election of two
        directors, Ken Thorpe and Dennis W. Mee, the change of the Company's
        name from Indigo Energy, Inc. to Global Wireless Satellite Networks
        (USA), Inc., the consolidation of the issued and outstanding common
        shares on the basis of one (1) New Common share for each ten (10) old
        common shares, and the sale of the Company's intellectual property to
        Cobalt Energy, LLC.


                                                                              11
<PAGE>


SIGNATURES

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


                                           INDIGO ENERGY, INC.


        Date: November 14, 2003            /s/ Joel K. Bloomer
                                           ---------------------------
                                           Joel K. Bloomer
                                           Chairman of the Board, President &
                                             Chief Executive Officer


        Date: November 14, 2003            /s/ Scott Kostiuk
                                           ---------------------------
                                           Scott Kostiuk
                                           Secretary & Treasurer and Chief
                                             Financial Officer


                                                                              12
<PAGE>


CERTIFICATIONS

I, Joel K. Bloomer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Global Wireless
Satellite Networks (USA), Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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.


Date: November 14, 2003

/s/ Joel K. Bloomer
--------------------
Chairman of the Board, President and Chief Executive Officer


<PAGE>




I, Scott Kostiuk, certify that:

1. I have reviewed this quarterly report on Form 10-QSB Global Wireless
Satellite Networks (USA), Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether 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.


Date: November 14, 2003

/s/ Scott Kostiuk
------------------
Secretary & Treasurer and Chief Financial Officer