UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2002



OR

|[  ] | 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 001-03793

CANADA SOUTHERN PETROLEUM LTD.
(Exact name of registrant as specified in its charter)
|NOVA SCOTIA, CANADA                                                                                                    
|State or other jurisdiction of incorporation or organization                                                           
|#505, 706 - 7th Avenue, S.W.,
Calgary, Alberta, CANADA                                                                 
|(Address of principal executive offices)                                                                               
|                                                                                                                       
|Registrants telephone number, including area code                                                                     
|                                                                                                                       
|Securities registered pursuant to Section 12(b) of the Act:                                                            
|Title of each class                                                                                                    
|Limited Voting Shares, $1 (Canadian) per share                                                                         
|Securities registered pursuant to Section 12(g) of the Act:                                                            
|Limited Voting Shares, $1 (Canadian) per share                                                                         









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

x  Yes       o  No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). o  Yes       x  No



The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately U.S. $41,500,000 at March 10, 2003.



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



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



Limited Voting Shares, par value $1.00 (Canadian) per share, 14,417,770 shares outstanding as of March 10, 2003.



DOCUMENTS INCORPORATED BY REFERENCE



None





EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (the Amendment) amends Part I, Items 2, 5 and 8 and Part III, Items 10, 11, 12, 13 and 14 of the Annual Report on Form 10-K for the year ended December 31, 2002 of Canada Southern Petroleum Ltd. (the Company), as filed on March 27, 2003 (the Original Filing), and is being filed for four purposes:



1)

to correct a table included on page 22 of the Original Filing under the heading Total Acreage that omitted information regarding the Companys acreage in the Yukon Territory;



2)

to correct a table included on page 63 of the Original Filing contained in footnote 11 to the financial statements that contained an error



3)

to modify the disclosure on page 30 of the Original Filing regarding the payment of dividends; and



4)

to reflect additional disclosures related to the Companys officers and directors, executive compensation, the security ownership of our management and certain beneficial owners of the Companys common stock, and to certain relationships and related transactions.



The Company is including the Part III information as part of this amended Form 10-K/A as the Company will not be filing a definitive proxy statement within 120 days after the end of the fiscal year ended December 31, 2002.  The remainder of the information contained in the Original Filing is not amended hereby and shall be as set forth in the Original Filing. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosure in this Amendment to speak to any later date.

TABLE OF CONTENTS

PART I

Page

Item 2.

Properties

2



Item 5.

Market for Canada Southern Petroleum Ltd. Limited Voting Shares and

Related Stockholder Matters

2



Item 8.

Financial Statements and Supplementary Data

3



PART III



Item 10.

Directors and Executive Officers of Canada Southern Petroleum Ltd.

4



Item 11.

Executive Compensation

7



Item 12.

Security Ownership of Certain Beneficial Owners and Management

8



Item 13.

Certain Relationships and Related Transactions

10



Item 14.

Controls and Procedures

10

___________________________

Unless otherwise indicated, all dollar figures set forth are expressed in Canadian currency.  The exchange rate at March 10, 2003 was $1.00 Canadian = U.S. $0.6823.

-#-



PART I

Item 2.

Properties



The Company hereby amends Item 2 of the Original Filing by deleting in its entirety the table set forth on page 22 of the Original Filing under the heading Total Acreage and substituting therefore the following corrected version of the table:



(5)

Total Acreage



Total developed and undeveloped acreage interests owned by Canada Southern is summarized by geographic area in the table below:



|                      | Gross and Net Acres
|--------------------- | -------------------
|                      | Working Interest   
|                      | Gross
Acres        
|Yukon                 | -                  
|British Columbia      | 56,104             
|Arctic Islands        | 45,100             
|Alberta               | 10,050             
|Saskatchewan          | 1,280              
|Northwest Territories | -                  
|                      | 112,534            



* For purposes of the preceding table, net carried interest acres are determined on an after conversion to working interest basis.



The remainder of the information contained in Part I, Item 2 of the Original Filing is not amended hereby and shall be as set forth in the Original Filing.



Item 5.

Market for Canada Southern Petroleum ltd. Limited Voting Shares and Related Stockholder Matters



The Company hereby amends Item 5(c) of the Original Filing by deleting in its entirety the text set forth on page 30 of the Original Filing under the heading (c) Dividends and substituting therefore the following corrected version of Item 5(c):



(c)

Dividends



Canada Southern has never paid a dividend on its Limited Voting Shares.  Any future dividends will be dependent on earnings, financial condition, and business prospects.



Current Canadian law does not restrict the remittance of dividends to persons not residing in Canada.  Under current Canadian tax law and the United States-Canada Tax Convention (1980), any dividends paid to U.S. resident shareholders under the Convention are generally subject to a 15% Canadian withholding tax.



The remainder of the information contained in Part I, Item 5 of the Original Filing is not amended hereby and shall be as set forth in the Original Filing.



Item 8.

Financial Statements and Supplementary Data



The Company hereby amends Item 8 of the Original Filing by deleting in its entirety footnote 11 to the Companys audited financial statements contained in the Original Filing and substituting therefore the following corrected version of the footnote:



11.

Other financial information





|                                           | December 31
|------------------------------------------ | -----------
|                                           | 2002       
|                                           |            
|Royalty payments (1)                       | $2,215,503 
|                                           |            
|Rent payments                              | $48,668    
|                                           |            
|Interest and line of credit fees           | $2,260     
|                                           |            
|Large corporation & capital tax payments   | $70,258    
|                                           |            
|Accounting and administrative services (2) | $   157,713



(1)

Oil and gas sales are reported net of royalties incurred. The amount for the year ended December 31, 2002 includes $1,481,319 (2001 - $2,384,723, 2000 - $45,873) of royalties paid out of carried interest revenues.



(2)

G&OD INC, a Connecticut, United States - based company provided certain accounting and financial services to Canada Southern for many years until December 31, 2002.





The remainder of the information contained in Part I, Item 8 of the Original Filing is not amended hereby and shall be as set forth in the Original Filing.



-#-



PART III



Item 10.

Directors and Executive Officers of Canada Southern Petroleum Ltd.



Directors



As of December 31, 2002, the Companys board of directors included five members.  Pursuant to the Articles of Association of the Company, there are established five classes of directors to be elected on a rotating basis at each successive Annual General Meeting of Shareholders of the Company.  Mr. Benjamin W. Heath, a director of the Company since 1956, has declined to stand for re-election to the Board at the Annual General Meeting to be held in Calgary, Alberta, Canada on June 24, 2003.  The Board of Directors has nominated Mr. D. Michael G. Stewart of Calgary, Alberta, Canada to succeed Mr. Heath.  The following table sets forth information regarding Mr. Stewart, Mr. Heath and the Companys other directors whose terms of office are to continue after the 2003 Annual General Meeting of Shareholders.



|Name                                                                                | Date Present Term
of Office Expires | Principal Occupation During Last Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Director
Since | Other Offices Held with Company
|----------------------------------------------------------------------------------- | ----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------------
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Nominee for a five year term expiring at the Companys 2008 Annual General Meeting:
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|D. Michael G. Stewart                                                               | Director Nominee                    | Mr. Stewart has been a private consultant and investor since March 2002.  Prior thereto, he had served as Executive Vice President, Business Development for Westcoast Energy Inc., a Canadian energy firm since 1997, and as President and Chief Executive Officer of Westcoast Gas Services Inc., a natural gas processing company from 1993 to 1997. Mr. Stewart is a director and Chair of the Audit Committee of Canadian 88 Energy Corp., a publicly held Canadian energy firm.  Mr. Stewart has over 30 years experience in the energy business and is a registered professional engineer in Alberta.  Age fifty-one. | N/A            | None                           
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                |                                
|Director not continuing in office after the 2003 Annual General Meeting:            |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |               
|Benjamin W. Heath                                                                   | 2003 Annual Meeting                 | Mr. Heath is the former President and a former director of Coastal Caribbean Oils & Minerals, Ltd. (CCO).  Age eighty-seven.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 1956           | none                           
|Directors continuing in office after the 2003 Annual General Meeting:               |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                |                                
|Timothy L. Largay                                                                   | 2004 Annual Meeting                 | Mr. Largay has been a partner in the law firm of Murtha Cullina LLP, Hartford, Connecticut since 1974.  Mr. Largay is also a director of Magellan Petroleum Corporation, a publicly held oil and gas exploration and development company. Age fifty-nine.                                                                                                                                                                                                                                                                                                                                                                    | 1997           | Secretary                      
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                |                                
|Richard C. McGinity                                                                 | 2005 Annual Meeting                 | Mr. McGinity has been President since 1986 of School Street Capital Group, an investment-banking firm with offices in Boston, Philadelphia, New Orleans, Jackson Hole, Wyoming and Ann Arbor, Michigan.  The firm serves companies seeking expansion financing or merger and acquisition advisory services.  Age fifty-nine.                                                                                                                                                                                                                                                                                                 | 2002           | Audit Committee Chairman       
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                |                                
|Arthur B. ODonnell                                                                 | 2006 Annual Meeting                 | Mr. ODonnell, a CPA, served as an officer of the Company for many years prior to his retirement in 1994.  Age seventy-eight.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 1997           | Audit Committee                
|                                                                                    |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                |                                
|Myron Kanik                                                                         | 2007 Annual Meeting                 | Mr. Kanik is President of Kanik and Associates Ltd.  He has been a director of AltaGas Energy Services Inc., a Calgary based natural gas company, since June 1, 2001.  Mr. Kanik was president of the Canadian Energy Pipeline Association from 1993 to 1999 and Deputy Minister for the Alberta Department of Energy from 1985-1993. Age sixty-two.                                                                                                                                                                                                                                                                         | 2002           | None                           



Executive Officers



The Companys sole executive officer is Randy L. Denecky, the Company's Treasurer, Chief Financial and Accounting Officer and Acting President (since January 7, 2002).  Mr. Denecky is elected annually by the Companys Board of Directors and reports directly to it.



|Randy L. Denecky | Acting President, Treasurer and Chief Financial and Accounting Officer | Mr. Denecky has been the Chief Financial and Accounting Officer of the Company since November 7, 2001, and the Acting President since January 7, 2002.  He is a Chartered Accountant who from 1998 to 2001 was the most senior Canadian financial person of Neutrino Resources Inc.  Mr. Denecky has 16 years of Canadian oil and gas industry experience.  Age thirty-nine.
|---------------- | ---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



All of the named companies are engaged in oil, gas or mineral exploration and/or development except where noted. The business experience described for each director or executive officer above covers the past five years.



The Company is not aware of any arrangements or understandings between any of the individuals named above and any other person by which any of the individuals named above was selected as a director and/or executive officer. The Company is not aware of any family relationship among the officers and directors of the Company.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers, directors and persons who beneficially own more than 10% of the Companys Limited Voting Shares to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the Securities and Exchange Commission (the SEC).  Such persons are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such persons. Based solely on its copies of forms received by it, or written representations from certain reporting persons that no Form 5 was required for those persons, the Company believes that during the year ended December 31, 2002, its executive officer and directors complied with all applicable filing requirements.

-#-



Item 11.

Executive Compensation



Executive Compensation



The following table sets forth certain summary information concerning the compensation of Mr. Randy Denecky, the Company's Chief Financial Officer and Acting President (since January 7, 2002).



|Summary Compensation Table                                   
|-------------------------------------------------------------
|                                                             
|Name and Principal Position                                  
|Randy L. Denecky
Chief Financial Officer and Acting President



* Mr. Denecky was reimbursed for parkingduring the year.



Mr. Denecky was the Chief Financial Officer commencing on November 7, 2001.



Stock Options



The following table provides information about stock options held by the Companys Chief Financial Officer and Acting President at December 31, 2002.





|Aggregated Option/SAR Exercises in 2002 and December 31, 2002
Option/SAR Values
|-------------------------------------------------------------------------------
|                                                                               
|Name                                                                           
|Randy L. Denecky                                                               



Compensation of Directors



Each of the named directors receive an annual directors fee of $30,000 (U.S. $19,000), a fee of $250 (U.S. $160) for each conference call meeting and $500 (U.S. $320) for each meeting requiring travel.

-#-



The total directors fees received in 2002 were as follows:



|Director            | Fee (CDN$)
|------------------- | ----------
|Benjamin W. Heath   | $34,750   
|Timothy L. Largay   | $35,250   
|Arthur B. ODonnell | $33,500   
|Myron Kanik         | $23,750   
|Richard C. McGinity | $34,750   



Compensation Committee Interlocks and Insider Participation



The entire Board of Directors served in 2002 as the compensation committee.



Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



Security Ownership of Certain Beneficial Owners



The Company knows of no person or group that owns beneficially more than 5% of the outstanding Limited Voting Shares of the Company.



Security Ownership of Management



The following table sets forth information as to the number of shares of the Companys Limited Voting Shares owned beneficially on December 31, 2002 by (a) each of the Companys directors and executive officers, (b) the nominee for director, (c) the director not standing for reelection, and (d) by all executive officers and directors of the Company as a group.



|                                                 | Amount and Nature of Beneficial Ownership |        
|------------------------------------------------ | ----------------------------------------- | -------
|Name of Individual or Group                      | Shares Held Directly or Indirectly        | Options
|                                                 |                                           |        
|Randy L. Denecky                                 | -                                         | 45,000 
|Benjamin W. Heath                                | 20,000                                    | 20,000 
|Myron Kanik                                      | -                                         | 50,000 
|Timothy L. Largay                                | 3,615                                     | 125,000
|Richard C. McGinity                              | 1,000                                     | 50,000 
|Arthur B. ODonnell                              | 1,654                                     | 60,000 
|D. Michael G. Stewart                            | -                                         | -      
|Directors and Officers as a Group (a total of 6) | 26,269                                    | 350,000

________________________

*

The percent of class owned is less than 1%.



Equity Compensation Plan Information



The following table provides information about the Companys common stock that may be issued upon the exercise of options and rights under all of the Companys existing equity compensation plans as of December 31, 2002, including the 1992 and 1998 Stock Option Plans.



|Plan Category                                              | Number of Securities to be issued upon exercise of outstanding options, warrants and rights
(a) (#) | Weighted average exercise price of outstanding options, warrants and rights
(b) ($) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
(c) (#)
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     | 517,700 (1)                                                                                         | $7.07                                                                               | 380,134(2)                                                                                                                                  
|Equity compensation plans not approved by security holders | -                                                                                                   | -                                                                                   | -                                                                                                                                           
|Total:                                                     | 517,700                                                                                             | $7.07                                                                               | 380,134                                                                                                                                     



(1)

1998 Stock Option Plan - 319,866 options issued.

(1)

1992 Stock Option Plan - 197,834 options issued.

(2)

Balance remaining under 1998 Stock Option Plan.



The Company's 1992 Stock Option Plan was approved by the shareholders of the Company on December 9, 1992.  600,000 shares of the Company's Limited Voting Shares were authorized for issuance under the terms of the plan.  Options under the plan may be granted only to directors, officers, key employees of, and consultants and consulting firms to, (i) the Company, (ii) subsidiary corporations of the Company from time to time and any business entity in which the Company from time to time has a substantial interest.  The exercise price of each option to be granted under the plan shall not be less than the fair market value of the stock subject to the option on the date of grant of the option.  Of the 600,000 authorized shares under the terms of the 1992 Plan, no shares remain available for future issuance under the Plan.



The Company's 1998 Stock Option Plan was approved by the shareholders of the Company on June 11, 1998.  700,000 shares of the Company's common stock were authorized for issuance under the terms of the plan.  Options under the plan may be granted only to directors, officers, key employees of, and consultants and consulting firms to, (i) the Company, (ii) subsidiary corporations of the Company from time to time and any business entity in which the Company from time to time has a substantial interest.  The exercise price of each option to be granted under the plan shall not be less than the fair market value of the stock subject to the option on the date of grant of the option.  As at December 31, 2002, a total of 319,866 options were granted under the plan and 380,134 options were available for future grants.



Item 13.

Certain Relationships and Related Transactions



Certain Business Relationships



On January 29, 1991, the Company granted interests to certain of its officers, employees, directors, counsel and consultants amounting to an aggregate of 7.8% (an additional .75% was granted in 1997 to litigation counsel) of any and all net recoveries from the defendants in the Kotaneelee gas field litigation due to the defendants failure to assure the earliest feasible development and marketing of gas and due to other failures. The following interests were granted directly or indirectly to individuals who were then directors or who subsequently became directors of the Company:



|Party                                                   | Interest Granted (%)
|------------------------------------------------------- | --------------------
|Murtha Cullina LLP (Mr. Largary, a director since 1997) | 1.0                 
|Arthur B. O'Donnell (a director since 1997)             | 0.33 1/3            
|Benjamin W. Heath (a director since 1956)               | 0.25                



Mr. Myron Kanik, who was elected a director on April 29, 2002, previously agreed to consult with the Company for a one-year term commencing May 1, 2002 and received compensation in the amount of $100,000 in exchange for his consulting services.  The Company and Mr. Kanik have renewed this consulting agreement for an additional one-year term commencing on May 1, 2003.



Royalty Interests



Mr. Benjamin W. Heath, a director of the Company who is not standing for reelection at the Annual General Meeting, has royalty interests in certain of the Companys oil and gas properties (present or past) which were received directly or indirectly from the Company:  Mr. Heaths interests range from 1.772% to 2%; and the interests of a trust (in which Mr. Heath has a 54.4% beneficial interest), range from 7.603% to 7.8%.  In each case, the applicable percentage depends on the property on which the royalty is paid.  During 2002, the Company and third-party operators and/or owners of properties made payments to Mr. Heath in the amount of U.S. $21,007.



Item 14.

Controls and Procedures



During the 90-day period prior to the filing date of this report, management, including Randy L. Denecky, the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act if 1934).  Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.  Further, there were not any significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.  There were no significant deficiencies or material weaknesses identified in the evaluation and, therefore, no corrective actions were taken.



It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

-#-



SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.



|                        | CANADA SOUTHERN PETROLEUM LTD.  (Registrant)                    
|----------------------- | ----------------------------------------------------------------
|                        |                                                                 
|                        |                                                                 
|                        | By /s/ Randy L. Denecky                                         
|                        | Randy L. Denecky                                                
|Dated: April   29, 2003 | President, Treasurer, and Chief Financial and Accounting Officer
|                        |                                                                 



-#-



Canada Southern Petroleum Ltd.



CERTIFICATION



I, Randy L. Denecky, certify that:



1.

I have reviewed this annual report on Form 10-K/A of Canada Southern Petroleum Ltd.;



2.

Based on my knowledge, this annual 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 annual report;



3.

Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;



4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual 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 (the "Evaluation Date"); and



c)

presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;



5.

I have disclosed, based on my 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.

I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: April 29, 2003



/s/ Randy L. Denecky

Randy L. Denecky

President, Treasurer,

and Chief Financial and Accounting Officer

-#-





INDEX TO EXHIBITS



23.       (a)    Consent of Ernst & Young LLP filed herein.



99.

(g)

Certification pursuant to Section 906 of the Sarbanes Oxley Act by Randy L. Denecky