U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB



[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the quarterly period ended March 31, 2003

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the transition period from _______ to _______


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


     North Carolina                              36-4344865
     --------------                              ----------
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                identification No.)


                P.O. Box 243, Chimney Rock, North Carolina 28720
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (828) 625-2666
                                 --------------
                           (Issuer's telephone number)





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

Number of shares of common stock outstanding as of
May 15, 2003: 10,232,000

Number of shares of preferred stock outstanding as of
May 15, 2003: -0-











                              INDEX TO FORM 10-QSB
                              --------------------


                                                                Page No.
                                                                --------
PART I
------

Item 1.   Financial Statements

     Balance Sheet - March 31, 2003                                  3-4

     Statements of Operations - Three Months Ended
     March 31, 2003 and 2002                                           5

     Statements of Cash Flows - Three Months Ended
     March 31, 2003 and 2002                                           6

     Notes to Financial Statements                                   7-8

Item 2. Management's Discussion and Analysis of Financial Condition
        And Results of Operations                                   8-11

Item 3. Quantitative and Qualitative Disclosures about Market Risk    11

Item 4. Controls and Procedures                                       11

PART II
-------

Item 1. Legal Proceedings                                             12

Item 2. Changes in Securities                                         12

Item 3. Defaults Upon Senior Securities                               12

Item 4. Submission of Matters to a Vote of Security Holders           12

Item 5. Other Information                                             12




















<TABLE>
<CAPTION>


                           XENICENT, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

<S>                                                  <C>
                                     ASSETS
                                     ------
CURRENT ASSETS:
  Cash. . . . . . . . . . . . . . . . . . . . . . .  $  100,553
  Accounts receivable, net. . . . . . . . . . . . .     339,867
  Inventory . . . . . . . . . . . . . . . . . . . .     523,350
  Note receivable . . . . . . . . . . . . . . . . .       9,576
  Other current assets. . . . . . . . . . . . . . .      38,884
                                                   ------------
  TOTAL CURRENT ASSETS. . . . . . . . . . . . . . .   1,012,230
                                                   ------------
PROPERTY, PLANT AND EQUIPMENT:
  Property, plant and equipment, net of accumulated
    depreciation of $20,708 . . . . . . . . . . . .     574,020
                                                   ------------
OTHER ASSETS:
  Investment in non-marketable securities,
   net of allowance of $179,000 . . . . . . . . . .      76,000
  Other assets. . . . . . . . . . . . . . . . . . .      50,287
                                                     ----------
  TOTAL OTHER ASSETS. . . . . . . . . . . . . . . .     126,287
                                                     ----------
    TOTAL ASSETS. . . . . . . . . . . . . . . . . .  $1,712,537
                                                     ==========
</TABLE>














    The accompanying notes are an integral part of these financial statements


<TABLE>
<CAPTION>


                           XENICENT, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

<S>                                                                <C>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Short-term borrowings . . . . . . . . . . . . . . . . . . . . .  $   604,800
  Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .      112,148
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . .      124,973
  Loan payable to stockholder . . . . . . . . . . . . . . . . . .       54,549
  Due to related parties. . . . . . . . . . . . . . . . . . . . .      277,061
  Other current liabilities . . . . . . . . . . . . . . . . . . .       44,505
                                                                  -------------
    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .    1,218,036
                                                                  -------------

MINORITY INTEREST IN SUBSIDIARY . . . . . . . . . . . . . . . . .      427,316

STOCKHOLDERS' EQUITY:
  Preferred stock ($.001 par value, 5,000,000 shares authorized:
  none issued and outstanding). . . . . . . . . . . . . . . . . .          -0-
  Common stock ($.001 par value, 50,000,000 shares authorized:
  10,232,000 issued and outstanding). . . . . . . . . . . . . . .       10,232
  Additional paid-in-capital. . . . . . . . . . . . . . . . . . .    1,183,160
  Retained deficit. . . . . . . . . . . . . . . . . . . . . . . .   (1,082,913)
  Accumulated other comprehensive loss, foreign currency
  translation adjustment. . . . . . . . . . . . . . . . . . . . .      (43,294)
                                                                  -------------
    TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .       67,185
                                                                  -------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .  $ 1,712,537
                                                                  =============
</TABLE>















    The accompanying notes are an integral part of these financial statements



<TABLE>
<CAPTION>


                           XENICENT, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

<S>                                     <C>           <C>
                                               2003         2002
REVENUE AND COST OF SALES:              -----------   -----------
  Sales. . . . . . . . . . . . . . . .  $   269,392   $        -
  Cost of sales. . . . . . . . . . . .     (187,015)           -
                                        -----------   -----------
    Gross Profit . . . . . . . . . . .       82,377            -
                                        -----------   -----------
OPERATING EXPENSES:
  Selling, general and administrative.      158,854       13,787
                                        -----------   -----------
    TOTAL EXPENSES . . . . . . . . . .      158,854       13,787
                                        -----------   -----------
      OPERATING LOSS . . . . . . . . .      (76,477)     (13,787)
                                        -----------   -----------
OTHER  INCOME (EXPENSE):
  Interest income. . . . . . . . . . .           83            -
  Interest expense . . . . . . . . . .       (7,746)         (50)
  Foreign exchange adjustment. . . . .          408            -
  Other income (expense) . . . . . . .        1,022            -
                                        -----------   -----------
    TOTAL OTHER (EXPENSE). . . . . . .       (6,233)         (50)
                                        -----------   -----------
      NET LOSS BEFORE
        MINORITY INTEREST. . . . . . .      (82,710)     (13,837)
                                        -----------   -----------
      MINORITY INTEREST IN
        LOSS  OF SUBSIDIARY. . . . . .       21,820            -
                                        -----------   -----------
      NET LOSS . . . . . . . . . . . .  $   (60,890)  $  (13,837)
                                        ===========   ===========
  Net loss per common share
  Basic & fully diluted. . . . . . . .  $     (0.01)  $    (0.00)
                                        ===========   ===========
  Weighted average common
  shares outstanding . . . . . . . . .   10,215,333    8,832,000
                                        ===========   ===========

</TABLE>






    The accompanying notes are an integral part of these financial statements






<TABLE>
<CAPTION>


                                   XENICENT, INC. & SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                           (UNAUDITED)
<S>                                                                        <C>         <C>
                                                                                2003       2002
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (60,890)  $(13,837)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Minority interests. . . . . . . . . . . . . . . . . . . . . . . . . .    (21,820)         -
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8,951        170
    Common stock issued for services. . . . . . . . . . . . . . . . . . .     12,500          -
    (Increase) decrease in operating assets:
      Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . .    (49,341)         -
      Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (32,764)         -
      Other current assets. . . . . . . . . . . . . . . . . . . . . . . .       (366)         -
      Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . .     (6,696)         -
      Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (561)     2,500
    Increase (decrease) in operating liabilities:
      Accounts payable and accrued expenses . . . . . . . . . . . . . . .     59,738         50
      Other current liabilities . . . . . . . . . . . . . . . . . . . . .    (24,063)         -
                                                                           ----------  ---------
      NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . .   (115,312)   (11,117)
                                                                           ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property, plant and equipment . . . . . . . . . . . . .     (3,739)         -
                                                                           ----------  ---------
      NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . .     (3,739)         -
                                                                           ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of short-term notes. . . . . . . . . . . . . . . . . . . . .     (8,640)         -
  Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . .     29,004          -
  Proceeds from related parties . . . . . . . . . . . . . . . . . . . . .     65,180          -
  Proceeds from stockholder loans . . . . . . . . . . . . . . . . . . . .     13,090
                                                                           ----------  ---------
      NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . . .     98,634          -
                                                                           ----------  ---------

      NET INCREASE (DECREASE) IN CASH AND . . . . . . . . . . . . . . . .    (20,417)   (11,117)
      CASH EQUIVALENTS
                                                                           ----------  ---------
CASH AND CASH EQUIVALENTS:
      Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . .    120,970     11,219

      End of period . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 100,553   $    102
                                                                           ----------  ---------

The accompanying notes are an integral part of these financial statements
</TABLE>



                           XENICENT, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2003


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  interim  consolidated  financial  statements  are  unaudited;
however,  in  the  opinion  of  management,  the  interim statements include all
adjustments  necessary  for  a  fair  presentation  of  the  results for interim
periods.  The  preparation of financial statements in conformity with accounting
principles  generally  accepted  in  the  United  Sates  of  America re requires
management to make estimates and assumptions that affect the reported amounts of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenue  and  expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

The  results  of  operations  for  the three months ended March 31, 2003 are not
necessarily indicative of the results to be expected for the year ended December
31,  2003.

The  interim  unaudited  consolidated  financial  statements  should  be read in
conjunction  with  the  Company's annual report on Form 10-KSB as filed with the
Securities  and  Exchange  Commission.


NOTE 2 - ACQUISITION

On  June  30,  2002,  we  acquired  a  majority  interest  in Giantek Technology
Corporation  ("Giantek"),  a  Taiwanese  corporation  that  manufactures  and
distributes  Light  Emitting  Diode  (LED)  display systems. Information on this
acquisition  is contained in this report and in Form 8-K filed on July 15, 2002.

The  following  unaudited  pro  forma results of operations for the three months
ended March 31, 2002 which follow, assume that the Giantek acquisition of assets
and  business had occurred at the beginning of December 31, 2002.  The per share
data  reflects  the  shares  issued  in  connection  with  the  acquisition.


     Revenue                                    $  222,144

     Net  loss  after  minority  interest       $  (50,145)

     Net  loss  per  share                      $  (  0.01)

These  pro  forma  operations may not be indicative of the results that actually
would  have  occurred if the purchase had been in effect at the beginning of the
periods,  or  of  results  which  may  be  obtained  in  the  future.




NOTE 3 - GOING CONCERN AND UNCERTAINTY

The Company has no operations other than the operations of Giantek, its sixty
percent (60%) subsidiary.   The Company has not provided the $750,000 in
operating capital and the $250,000 for a sales force as required in the share
agreement with Giantek.  Additionally, should the Company's stock not increase
to a stated value 24 months after the capital contributions are made, the
agreement with Giantek may be abrogated and the Company will have no operations.
These factors raise substantial doubt as to the ability of the Company to
continue as a going concern.

Management's plan is to hire a United States sales force to market Giantek
products and services in an attempt to increase revenues.  The Company also
intends to pursue equity capital and debt funding.  However, the outcome of
management's plan cannot be ascertained with any degree of certainty.  The
interim consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


NOTE 4 - COMMON STOCK ISSUANCES

During  the  quarter  ended  March 31, 2003, the Company issued 50,000 shares of
common  stock  for  employees  of  Giantek  for services rendered. The stock was
valued at the closing price on the date of issuance, or $.25 per share, yielding
an  aggregate  value  of  $12,500.  The  expense  of the services was charged to
operations  in  the  accompanying  financial  statements.


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

With  the  exception of historical facts stated herein, the matters discussed in
this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned  not to put undue reliance on "forward looking" statements, which are,
by  their  nature,  uncertain  as reliable indicators of future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.  In  addition  the  uncertainties  include,  but  are  not limited to
competitive  conditions  involving  the  real  estate  market.

GENERAL  DESCRIPTION  OF  BUSINESS
----------------------------------

Business Development.

We  were  incorporated  in  North  Carolina  on  July  26,  1996.  Since  our
incorporation,  we  have  engaged  in the business of real estate consulting and
purchasing  and reselling vacant tracts of land, primarily in the North Carolina
area.


GIANTEK TECHNOLOGY CORPORATION - SUBSIDIARY
-------------------------------------------

Giantek  is  a  supplier  of  electronic  display  boards, computer-programmable
display  systems,  and  large  video  displays  for  sport,  business,  and
transportation  applications. Its focus is on supporting customers with superior
products  and  services that provide dynamic, reliable, and often unique, visual
communication  solutions.  Its products include a complete line of large display
products,  from  small  indoor  and  outdoor scoreboards and displays, to large,
multi-million  dollar,  video  display  systems. It is recognized worldwide as a
technical  leader  with  the  capabilities  to  design, manufacture, install and
service  complete  integrated  systems  that  display  real-time data, graphics,
animation  and  video.  Giantek maintains a website profiling its background and
products  at  www.giantek-led.com.

RESULTS  OF  OPERATIONS
-----------------------

Net  Loss

The  Company  had a net loss of $60,890, or $.01 per common share, for the three
months ended March 31, 2003, versus a net loss of $13,837, or less than $.01 for
the same period ended in 2002.   The increase in loss is a result of the Giantek
net  loss  of  $54,551.

Sales

Sales  for  the  three  months  ended  March  31,  2003 were $269,392 which were
exclusively  from the sales of LED display systems from Giantek Technology Corp.
We  did  not  have  any sales during the same 2002 periods. Sales were primarily
from unrelated international entities. We are currently training a sales team of
several  consultants  in  the  United  States  to  increase  domestic  sales.

Operating  Expenses

Operating  expenses  for  the  three  months  ended  March 31, 2003 increased to
$158,854  from  $13,787 in the same period in 2002. In comparison with the three
month  period ended March 31, 2003, selling, general and administrative expenses
increases  due to the operations of Giantek. The Company issued 50,000 shares of
its  common  stock for payment of services to Giantek employees that were valued
at  the  date  of  issuance,  or $.25 per share, yielding an aggregate amount of
$12,500.  This  amount  is  included  under selling, general and administrative.

Other  Expenses

Other expenses increased $6,138 on March 31, 2003 compared to March 31, 2002,
primarily from increased interest expense related to borrowings of Giantek.

Minority Interest

The Company's acquisition of Giantek resulted in a minority interest of forty
percent (40%).  The  minority interest in loss for the first quarter was $21,820
and the accumulated minority interest was $427,316 as of  March 31, 2003


Liquidity  and  Capital  Resources

On  March  31,  2003, the Company had cash of $100,553 and a $205,806 deficit in
working  capital.  This compares with cash of $102 and a working capital deficit
of $25,844 at March 31, 2002. The change in working capital was due primarily to
the  acquisition  and  consolidation  of  Giantek.

Net  cash  flows used in operating activities were $115,373 for the three months
ended  March  31, 2003 as compared with net cash used in operating activities of
$11,117 for the same period in 2002. The increase in cash used in operations was
primarily  attributable  to  the net loss for the current quarter of $60,890 and
increases  in  inventory  of  $32,764  and  accounts  receivable  of  $49,341.

Net  cash  flows  used  in  investing activities was $3,739 for the three months
ended  March 31, 2003 as compared with $0 in the comparable period in 2002. Cash
flows  used  in  investing  activities  were  from the purchases of fixed assets
during  the  period.

Net cash flows provided by financing activities was $98,634 for the three months
ended  March  31, 2003 as compared with $0 in the comparable period in 2002. The
cash  flows  provided  by  financing  activities were attributable to $13,090 in
loans  from  our  President,  Mr.  Duane Bennett, $29,004 in short-term notes to
finance  materials  purchases  that  will be used in our products and $65,180 in
proceeds  from  loans  from  Frank  Chen,  President  of  Giantek.

The  shareholder  loan  from  Duane  Bennett, President and majority shareholder
bears  simple  interest  at  6%  per  annum.

     Overall,  we  have  funded  our cash needs from inception through March 31,
2003  with  a  series  of  debt  and  equity  transactions, primarily with Duane
Bennett,  our  President  and  majority stockholder. If we are unable to receive
additional  cash from our majority stockholder, we may need to rely on financing
from  outside  sources  through  debt  or equity transactions.  Our President is
under  no  legal  obligation  to  provide  us with capital infusions. Failure to
obtain  such  financing  could  have a material adverse effect on operations and
financial  condition.

     We  will  substantially  rely on the existence of revenue from our combined
businesses;  we  believe  our  current  cash  position,  along  with current and
projected revenues or capital reserves, can sustain our business for the next 12
months.  However,  we  may  need  to obtain additional capital through equity or
debt  financing  to  sustain  operations  for  an  additional  year.  A  lack of
significant  revenues  beginning  in  the  first half of 2003 will significantly
affect  our  cash  position  and move us towards a position where the raising of
additional  funds  through  equity  or  debt  financing  will  be  necessary. In
addition,  modifications  to  our  business  plans  or  additional  property
acquisitions  may  require additional capital for us to operate. There can be no
assurance  that  additional  capital  will  be  available  to  us when needed or
available  on  terms  favorable  to  the  Company.

     On  a long-term basis, liquidity is dependent on continuation and expansion
of operations, receipt of revenues, and additional infusions of capital and debt
financing.  If  necessary,  we  will  raise needed capital through an additional
stock offering.  The funds raised from this offering will be used to develop our
business  as  well  as  expand  operations  and  contribute  to working capital.
However,  there  can  be  no assurance that we will be able to obtain additional
equity  or  debt  financing in the future, if at all.  If we are unable to raise
additional  capital, our growth potential will be adversely affected and we will
have  to  significantly  modify  our  plans.

     Demand  for our products and services depend on, among other things, market
acceptance  of  our products and general economic conditions, which are cyclical
in  nature.  Inasmuch  as  a  major  portion of our activities is the receipt of
revenues  from  sales,  our business operations may be adversely affected by our
competitors  and  prolonged  recession  periods.

Our  success  will be dependent upon implementing our plan of operations and the
risks  associated  with  our business plans. We operate an international display
systems  sales  business.  We  also provide land development and land consulting
services to various unrelated developers and builders. We plan to strengthen our
position  in  these  markets.  We  plan  to  expand  our  operations through our
acquisition  and/or  development  of  land  parcels.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
--------

Market  risk  generally  represents  the  risk  of loss that may result from the
potential  change in value of a financial instrument as a result of fluctuations
in  interest  rates  and market prices.  The Company has not traded or otherwise
transacted  in  derivatives  nor  does  it  expect  to do so in the future.  The
Company  has  established  policies  and  internal  processes  related  to  the
management  of  market risks which are used in the normal course of its business
operations.

The  fair  value  of  long-term  debt  is  subject to interest rate risk.  While
changes  in  market  interest  rates  may  affect  the fair value of a company's
fixed-rate  long-term  debt,  if  any,  the  Company  believes  that a change in
interest  rates  would  not  have  a material impact on its financial condition,
future  results  of  operations  or  cash  flows.

ITEM  4.     CONTROLS  AND  PROCEDURES
--------

(a)  On  March  31,  2003,  we made an evaluation of our disclosure controls and
procedures.  In our opinion, the disclosure controls and procedures are adequate
because  the  systems  of  controls and procedures are designed to assure, among
other  items, that 1) recorded transactions are valid; 2) valid transactions are
recorded;  and  3)  transactions  are  recorded in the proper period in a timely
manner  to  produce  financial  statements  which  present  fairly the financial
condition, results of operations and cash flows for the respective periods being
presented.  Moreover, the evaluation did not reveal any significant deficiencies
or  material  weaknesses  in  our  disclosure  controls  and  procedures.

(b)  There have been no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these  controls  since  the  last
evaluation.








PART II. OTHER INFORMATION
--------

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

The  Company  issued  50,000 shares of common stock for employees of Giantek for
services  rendered.  The  stock  was  valued at the closing price on the date of
issuance,  or  $.25  per  share,  yielding  an  aggregate  value  of  $12,500.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

3.  Articles  of  Incorporation  with  amendments and bylaws are incorporated by
reference  to  Exhibit  No.  1  of  Form  SB-2  as  amended  filed  April  2001.
99  Certification  of  Chief  Executive  Officer


(b)  Reports  on  Form  8-K

          None.






                           --Signature Page Follows--




                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        XENICENT, INC.
                                        --------------
                                        (Registrant)


                                        /S/Duane Bennett, President
Date:  May 15, 2003                     __________________________
                                        Duane Bennett, President















EXHIBIT 99

Certifications

I, Duane Bennett, Chief Executive Officer certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Xenicent, Inc.

2.  Based on my knowledge, the 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 annual
report  ("Evaluation  Date");  and

c)  presented  in this annual report are 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 (all of which do not
apply); 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,
(all  of  which  do  not  apply);  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


Date: May 15, 2003



/s/ Duane Bennett
_____________________
Duane Bennett
Chief Executive Officer