`FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

      [X]  Quarterly report pursuant to section 13 or 15(d) of the Securities
           Exchange Act of 1934 for the fiscal quarter ended March 31, 2003.
      [ ]  Transition report pursuant to section 13 or 15(d) of the Securities
           Exchange Act of 1934
           For the transition period from _____ to _____

                        Commission file number 000-29994

                         Inform Worldwide Holdings, Inc.
 -------------------------------------------------------------------------------
               (Exact Name of Company as Specified in its Charter)

                      Colorado                           84-1425882
         ------------------------------------   -----------------------------
          (State or other jurisdiction of             (I.R.S. Employer
           Incorporation or organization)            Identification No.)

            4700 Castleton Way Suite 220            Castle Rock, CO 80104
         --------------------------------------------------------------------
          (Address of principal executive                (Zip Code)
                      offices)

                   Company's telephone Number: (303) 662-0900


 - --------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last report)

Check  whether the  Company:  (1) has filed all reports  required to be filed by
Section  13 or 15(d) of the  Securities  and  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES X NO ____

     State the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date.

                 Class                              Outstanding at May 8, 2003
---------------------------------------         ---------------------------------
   Class A Common Stock, No Par Value                   15,238,950 Shares

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
















                          Inform Worldwide Holdings, Inc.
                                       Index

PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.  Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

ITEM 2.  Changes in Securities

ITEM 3.  Defaults Upon Senior Securities

ITEM 4.  Submission of Matters to Vote of Security HOlders

ITEM 5.  Other Information

ITEM 6.  Exhibits and Reports on Form 8-K

Signatures



                         INFORM WORLDWIDE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                            March 31,
                                              2003
                                          -----------
                                          (unaudited)
Current assets:
   Cash .................................   $3,366

                                            ------
            Total current assets ........    3,366
                                            ------

Furniture and equipment, less accumulated
   depreciation of $23,339 ..............       30

Deposits ................................      500
                                            ------
                                               530
                                            ------
Total assets ............................   $3,896
                                            ======






                See notes to consolidated financial statements.







                         INFORM WORLDWIDE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


                                               March 31,
                                                 2003
                                             -------------
                                              (Unaudited)
Current liabilities:
    Accounts payable ......................   $   225,671
    Accounts payable - related party ......        13,433
    Accrued expenses ......................       231,996
    Accrued expenses - related party ......       306,000
    Interest payable - related party ......        82,458
    Bank line of credit ...................        33,976
    Notes payable - related party .........       641,267
                                              -----------
      Total current liabilities ...........     1,534,801

                                              -----------
                              Total
liabilities ...............................     1,534,801
                                              -----------

Commitments and contingencies

Stockholders' deficit:
    Preferred stock, class A, no par value,
      10,000,000 shares authorized;
      0 shares issued and outstanding .....             0

    Common stock, class A, no par value;
      250,000,000 shares authorized;
      15,238,950 shares issued and
    outstanding ...........................     8,225,001

    Accumulated deficit ...................    (9,755,906)
                                              -----------
          Total stockholders' deficit .....    (1,530,905)
                                              -----------
Total liabilities and stockholders' deficit   $     3,896
                                              ===========

                See notes to consolidated financial statements.




                         INFORM WORLDWIDE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)



                              - For The Quarter Ending -    - For The Nine Months Ending -
                                       March 31,                        March 31,
                              ----------------------------    ----------------------------
                                  2003           2002            2003            2002
                              ------------    ------------    ------------    ------------

Sales .....................   $          0    $          0    $          0    $          0

Cost of sales .............              0               0               0               0
                              ------------    ------------    ------------    ------------
Gross profit ..............              0               0               0               0

Selling, general and
  administrative expenses .         29,437          87,804         114,701         641,417

Stock based compensation ..              0               0               0          11,728
                              ------------    ------------    ------------    ------------
Total expenses ............         29,437          87,804         114,701         653,145
                              ------------    ------------    ------------    ------------
Loss from operations ......        (29,437)        (87,804)       (114,701)       (653,145)
                              ------------    ------------    ------------    ------------
Other expense:
  Interest expense ........        (12,599)         (5,730)        (43,915)        (52,910)

  Loss on sale of equipment              0         (11,966)              0         (11,966)
                              ------------    ------------    ------------    ------------

Net loss ..................   $    (42,036)   $   (105,500)   $   (158,616)   $   (718,021)

                              ============    ============    ============    ============
Basic/Diluted net loss per
 share ....................   ($      0.01)   ($      0.01)   ($      0.01)   ($      0.05)
                              ============    ============    ============    ============
Basic/Diluted weighted
 average number of
 common shares ............     15,238,950      15,238,983      15,238,950      14,209,037
                              ============    ============    ============    ============

                See notes to consolidated financial statements.




                         INFORM WORLDWIDE HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                    For the Nine Months Ended March 31, 2003



                         Preferred Stock         Common Stock
                       ----------------------  ------------------------   Accumulated    Stockholders'
                           Shares    Amount      Shares       Amount        Deficit         Deficit
                       ----------- ----------  -----------  -----------   ------------   -----------
Balances at June 30,
 2002 (audited) .....        --          --     15,238,950  $ 8,225,001   $(9,597,290)   $(1,372,289)

Net loss ............        --          --           --            --       (158,616)      (158,616)
                       ----------- ----------  -----------  -----------   -----------    -----------
Balances at March 31,
2003 (unaudited) ....        --          --     15,238,950  $ 8,225,001   $(9,755,906)   $(1,530,905)
                       =========== ==========  ===========  ===========   ===========    ===========


                See notes to consolidated financial statements.





                         INFORM WORLDWIDE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                   For the Nine Months Ended
                                           March 31,
                                   -------------------------
                                      2003            2002
                                   ---------       ---------
Cash flows from operating
activities:
   Net loss ....................   $(158,616)      $(718,021)
                                   ---------       ---------
     Adjustments:
        Loss on deposit ........        --            16,384
        Depreciation and
         amortization ..........       2,168          23,161
        Stock based compensation        --            11,728
        Loss on sale of
         equipment .............        --            11,966
     Changes in assets and
      liabilities:
        Accounts payable and
         accrued expenses ......      13,993         165,821
        Accrued interest -
         related party .........      43,839         (73,458)
                                   ---------       ---------
                                      60,000         155,602
                                   ---------       ---------
Net cash used in operating
 activities ....................     (98,616)       (562,419)
                                   ---------       ---------

Investing activities
    Sale of equipment ..........        --             9,109
                                   ---------       ---------

Cash flows from financing
activities:
  Proceeds from notes payable -
     related parties ...........      98,576         501,357
  Payment on bank line of credit           0          (2,778)
                                   ---------       ---------
Net cash provided by financing
    Activities .................      98,576         498,579
                                   ---------       ---------
Net (decrease) increase in cash          (40)        (54,731)
Cash at beginning of the period        3,406          62,943
                                   ---------       ---------

Cash at end of the period ......   $   3,366       $   8,212
                                   =========       =========

Supplemental Disclosure:
     Cash paid for interest  during the  quarters  ended March 31, 2003 and 2002
     was $0 and $1,264, respectively.


                See notes to consolidated financial statements.




                         INFORM WORLDWIDE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The consolidated  financial  statements include the accounts of Inform Worldwide
Holdings,  Inc. (formerly Anything Corporation & Anything Internet  Corporation)
and its wholly owned  subsidiaries,  Inform Worldwide Inc.,  AnythingPC Internet
Corporation and Anything Coffee Corporation.  On June 28, 2002, Inform Worldwide
Inc. was dissolved. All significant intercompany  transactions and accounts were
eliminated in the consolidated financial statements.

Nature of Organization

The  Company had  focused  its  efforts on  becoming a  location-based  services
provider and reseller of related software systems while exploring other business
development  opportunities.  The Company has ceased these  efforts and presently
there are no revenues from operations and the Company has needed to raise equity
capital and obtain loans from  stockholders  to meet its operating  commitments.
There is no agreement or commitment from any other source to continue to provide
funds to the Company and there is no assurance  that the Company will obtain the
needed capital to continue to operate.

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $42,036  during the three  months  ended  March 31, 2003 and, as of that
date,  the  Company's  current  liabilities   exceeded  its  current  assets  by
$1,531,435.   Those  conditions  together  with  those  described  above,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  of the Company is  developing  plans for  reduction of its operating
expenses and looking for potential  acquisition or merger  candidates;  however,
nothing  significant has  materialized to date. The financial  statements do not
include  any  adjustment  that might be  necessary  if the  Company is unable to
continue as a going concern.

Interim Unaudited Financial Statement

The interim  financial  statements  are  unaudited  and reflect all  adjustments
(consisting only of normal recurring adjustments),  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating  results for the interim  periods.  The results of operations  for the
three and nine months ended March 31, 2003 are not necessarily indicative of the
results  of the  entire  year.  The  financial  statements  included  herein are
presented in accordance with the requirements of Form 10-QSB and consequently do
not include all of the disclosures normally made in the registrant's annual Form
10-KSB filing. These financial statements should be read in conjunction with the
financial  statements  and notes thereto  contained in the Company's Form 10-KSB
for the year ended June 30, 2002.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amount of  assets  and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the
reported period. Actual results could differ from those estimates.

Net income (loss) per share

The Company applies the provisions of Statement of Financial Accounting Standard
No. 128,  "Earnings Per Share"(FAS  128). All dilutive  potential  common shares
have an antidilutive effect on diluted per share amounts and therefore have been
excluded in determining net loss per share. The Company's basic and diluted loss
per share is  equivalent  and  accordingly  only  basic  loss per share has been
presented.


NOTE 3.  RELATED PARTY TRANSACTIONS

During the quarter  ended March 31,  2003,  the Company  borrowed an  additional
$39,576 from related parties.

NOTE 4.  LEASE AND COMMITMENTS

The Company has entered into several  operating  lease  agreements  for which it
leases office space and equipment. The lease expiration dates range from October
2001 to March 2004 with  payments  ranging  from $300 to $19,063  per month.  In
March 2002, the Company  abandoned the premises located at 10333 E Dry Creek Rd.
Suite 270,  Englewood,  Colorado due to lack of capital and began  subleasing an
800 square foot space  located at 4700  Castleton  Way,  Castle  Rock  Colorado.
Accrued liabilities  include accrued rent of approximately  $296,000 relating to
rentals due through the term of the abandoned  lease recorded upon  abandonment.
Lease  expense for both  property  and  equipment  incurred for the three months
ended  March  31,  2003  and  2002  was   approximately   $7,100  and   $37,108,
respectively. Total remaining minimum future rental payments is $10,400 of which
$9,600 is current.

NOTE 5.  NOTES PAYABLE & LINES OF CREDIT

The  Company  has a $50,000  line of credit  with US Bank of  Colorado  Springs,
Colorado. Payments are due on the 15th of each month and interest accrues at the
rate of 10.45% per annum. At March 31, 2003, the Company's  outstanding  balance
on this line of credit was $33,976.

NOTE 6.  INCOME TAXES

At March 31, 2003,  the Company had  approximately  $6,553,000 of unused federal
net operating loss  carry-forward.  The NOL's  utilization may be limited due to
changes in control of the Company.

Deferred  tax  liabilities  and assets are  determined  based on the  difference
between the financial  statement assets and liabilities and tax basis assets and
liabilities  using the tax rates in effect for the year in which the differences
occur. The measurement of deferred tax assets is reduced,  if necessary,  by the
amount of any tax benefits that based on available evidence, are not expected to
be realized.  A deferred tax asset has been offset by 100% valuation  allowance.
The Company  accounts for income taxes  pursuant to SFAS 109. The  components of
the Company's assets and liabilities are as follows:

                                        March 31, 2003
                                         -----------
Deferred tax asset arising from
    net operating loss carry-forwards:     2,424,000
Valuation allowance ..................    (2,424,000)
                                         -----------
    Net deferred taxes ...............   $      --
                                         ===========


NOTE 7.  STOCKHOLDERS' EQUITY

The Company is authorized by its Articles of Incorporation, as amended, to issue
an  aggregate of  250,000,000  shares of class `A' common  stock,  no par value,
("common  stock");  25,000,000  shares of class `B' common  stock,  no par value
("class B common stock"); 10,000,000 shares of class `A' preferred stock, no par
value, $15 stated value ("class A preferred  stock");  and 10,000,000  shares of
class `B' preferred stock, no par value ("class B preferred stock").  No class A
or B preferred stock, or class B common stock are currently outstanding.

Class A Common Stock

The Company has 15,238,950 shares of class A common stock issued and outstanding
on March 31, 2003.

Stock Based Compensation

The Company  periodically issues stock to various service providers as a form of
compensation.  The  services  are valued at the fair market value of the service
performed.

Stock Options Awards

In order to retain highly skilled  employees,  officers and  directors,  outside
service  providers,  and to  obtain  general  funding,  the  Company's  Board of
Directors granted unqualified stock options periodically to various individuals.
They are generally granted at equal or above market price and have a life of two
to three years and vested immediately or after 18 months.

Summary

A summary of the status of the Company's  stock options as of March 31, 2003 and
changes during the nine months ended on March 31, 2003 are presented below:

                                                         Weighted    Excerci-     Weighted
                                                           Avg.        sable         Avg.
               Options                      Shares   Exercise Price   Options     Fair value
               -------                      ------   --------------  ---------    ----------

Outstanding at beginning of year          6,561,000       $1.22      6,561,000        $0.18
                                          ---------
Granted                                         --          --
Exercised                                       --          --
Forfeited/Cancelled                      (1,100,000)      (0.97)
                                          ---------
                                          5,461,000       $1.27      5,461,000        $0.18
                                          =========

NOTE 8. CONTINGENCIES

The Company is involved in legal  actions  during the normal course of business.
The Company does not believe they will have material financial impact, if any.





Item 2. Management's Discussion and Analysis or Plan of Operations

The  following  discussion  should  be read in  conjunction  with the  unaudited
quarterly financial statements filed with this report. Except for the historical
information,  this report may contain  forward-looking  statements  that involve
risks  and  uncertainties,  including  risks  detailed  from time to time in our
reports filed with the Securities and Exchange Commission.



PLAN OF OPERATIONS

We have not had  revenues  from  operations  in the prior  fiscal year or in the
fiscal quarter covered by this report.

Our plan of operations  for the next twelve months is to locate and consummate a
business  combination  or similar  transaction  with another entity engaged in a
business  that  generates  revenues,  in exchange  for our  securities.  We have
reviewed numerous potential  opportunities but have not yet concluded a business
combination.

We believe the primary attraction of the Company in a business  combination will
be the perceived  benefits of a reporting company under the Securities  Exchange
Act  of  1934  (the  "Exchange  Act").  Such  perceived   benefits  may  include
opportunity for additional equity financing,  providing  liquidity for incentive
stock options or similar benefits to key employees,  and providing liquidity for
shareholders. We have not conducted any formal research to assess the market for
our intended plan of operations.

We  intend  to  contact  investment   bankers,   corporate  financial  analysts,
broker-dealers  and other  investment  industry  professionals  through  various
media. We may also identify  prospective  candidates for a business  combination
through  present  and  future  associations  of  our  officers,  directors,  and
shareholders.  We do not  intend to limit our search to any  specific  business,
industry,  or location.  Our search will initially be directed  toward small and
medium-sized  enterprises that have a desire to become public  corporations.  In
analyzing prospective candidates, we will consider factors such as the available
resources,  working capital, financial requirements,  any history of operations,
and prospects for the future.

The structure of a proposed  business  combination or similar  transaction  will
depend on the nature of the  opportunity  and the  requirements  of the parties.
Negotiations  will likely focus on the percentage  ownership of the Company that
the target  company  shareholders  would  acquire in  exchange  for all of their
ownership in the target company.  Any business  combination or transaction  will
likely result in a significant  issuance of shares and  substantial  dilution to
present stockholders of the Company.

We expect  that any  securities  issued in a  business  combination  or  similar
transaction would be issued in reliance upon exemption from  registration  under
applicable  federal and state securities laws. In some  circumstances,  all or a
part of such securities may be registered with the SEC.

We do not presently  have revenue from  operations.  Therefore,  we will need to
raise  capital in the next twelve  months to pay  expenses.  We do not expect to
acquire  any plant or  significant  equipment  other  than  through  a  business
combination.

Because  we  have  no  revenues  to pay  our  expenses,  present  management  or
shareholders have loaned money to the Company. We presently rely upon such loans
each month in order to satisfy our cash  requirements.  There is no agreement or
commitment  from any source to continue  to provide  funds to the  Company,  and
there is no assurance we can obtain any needed  capital.  The most likely source
of cash flow from  operations  will be from a prospective  merger or acquisition
candidate. If we do not complete a business combination and obtain revenues from
operations in a reasonable  period of time, we may be required to reconsider our
business  strategy,  which could result in the  bankruptcy or dissolution of the
Company.




RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES - QUARTER ENDED MARCH 31,
2003 COMPARED TO THE QUARTER ENDED MARCH 31, 2002


Selling,  general and  administrative  expenses for the quarter  ended March 31,
2003 were $29,437 compared to $87,804 for the same period on 2002 as a result of
reductions in rent expense and salaries and wages. The Company decreased officer
salaries from approximately $16,666 per month to $1,000 per month. This decrease
in operating  costs  reduced the net loss to $(42,036) or $(0.01) per share from
$(105,500)  or $(.01) per share for the quarters  ended March 31, 2003 and 2002,
respectively.

The above mentioned cost  reductions and  culmination of operations  resulted in
cash used in operations to decrease to $(98,616) for the nine months ended March
31, 2003 from $(562,419) for the nine months ended March 31, 2002. Cash provided
by financing activities decreased to $98,576 for the nine months ended March 31,
2003 from $498,579 for the nine months ended March 31, 2002 primarily due to the
reduction of loans from related parties required to fund operations.


Item 3.  Controls and Procedures

The Company, under the supervision of the chief executive and financial officer,
has conducted an evaluation of the  effectiveness of the design and operation of
the Company's  disclosure  controls and procedures  within 90 days of the filing
date of this quarterly  report.  Based upon the results of this evaluation,  the
Company believes that they maintain proper  procedures for gathering,  analyzing
and  disclosing  all  information  in a timely  fashion  that is  required to be
disclosed in its Exchange Act reports. There have been no significant changes in
the Company's controls subsequent to the evaluation date.


Part II  Other Information

Item 1. Legal Proceedings.

The Company is a defendant in a civil lawsuit in El Paso County  District Court,
Colorado Springs, Colorado, Lloyd K Parrish, Jr., et. al. v. Larry D. Arnold and
Inform  Worldwide  Holdings,  Inc. The plaintiffs filed this lawsuit on or about
March,  2002,  alleging that the Company and Mr.  Arnold  breached a contract in
delaying its resale of certain common stock.  The Plaintiffs seek an unspecified
amount of damages.  The Company  believes the case is without  merit and will be
vigorously defended.

Item 2. Changes in Securities.      not applicable

Item 3. Defaults Upon Senior Securities.        not applicable

Item 4. Submission of Matters to Vote of Security Holders.  not applicable

Item 5. Other Information.

The annual meeting of shareholders  was held on December 20, 2002.  Shareholders
of record at the close of business on November 25, 2002,  were  entitled to vote
at the annual  meeting.  The item for business  was the  election of  Directors.
Larry G. Arnold,  J.D.  Kish,  and Don Plekenpol  were nominated to serve on the
Board of Directors.

A special  meeting of the Board of Directors  was held on January 27,  2003,  at
which time  Larry G.  Arnold  resigned  as  Chairman  and Member of the Board of
Directors and as President of the company. At the same meeting,  Anthony Clanton
was elected to fill these positions.

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

(a) Exhibit  99(i)     Certification of Principal Executive and Accounting and
                       Financial Officer, Larry G. Arnold pursuant to 18 U.S.C.
                       Section 1350, as adopted pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

                       Certification of Principal Executive and Accounting and
                       Financial Officer, Anthony Clanton pursuant to 18 U.S.C.
                       Section 1350, as adopted pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.



SIGNATURES

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



                                  Inform Worldwide Holdings, Inc.





Dated: May 15, 2003              By:  /s/ Larry G. Arnold
                                      -------------------
                                     Larry G. Arnold, Chief Executive, Financial
                                     and Accounting Officer
                                     Through January 26, 2003





                                 By:  /s/ Anthony Clanton
                                      --------------------
                                     Anthony Clanton, Chief Executive, Financial
                                     and Accounting Officer
                                     Beginning January 27, 2003





                                  CERTIFICATION

I, Anthony Clanton, certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of Inform  Worldwide
     Holdings, 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: May 15, 2003                            /s/ Anthony Clanton
                                              ------------------------------
                                              Anthony Clanton
                                              Title:  Chief Executive, Financial
                                              and Accounting Officer
                                              Beginning January 27, 2003`