UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             FIRST AMENDMENT TO FORM

                                   FORM 10-QSB

[X]     Quarterly report filed under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 For the Quarterly Period Ended March 31, 2004.
                                       or

[ ]     Transitional report filed under Section 13 or 15 (d) of the
        Exchange Act.

                           Commission File No. 0-32733

                               Terra Trema, Inc.
                           --------------------------
                 (Name of Small Business Issuer in its Charter)

          Nevada                                      88-0492268
         --------                                    -------------
State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization

          2102 BUSINESS CENTER DR., SUITE 130, IRVINE, CALIFORNIA 92612
            -----------------------------------------------------------
                     (Address of principal executive office)

Issuer's telephone number: (949) 253-4675
                           --------------

Check whether the issuer: (1) filed all reports required to be filed by
section13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorterperiod that the registrant was required to file such reports), and (2)
beensubject to such filing requirements for the past ninety (90) days.

Yes X   No
   ---     ---

State the number of shares outstanding of each of the issuer's classes of
commonequity, as of the latest practical date: As of March 31, 2004, there
were1,895,000 shares of Common Stock, par value $.0001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes      No X
   ---     ---










                                  TABLE OF CONTENTS
                                  -----------------
PART I FINANCIAL INFORMATION                                              Page
                                                                          ----
Item 1. FINANCIAL STATEMENTS

    a. Balance Sheet                                                         3

    b. Statements of Operations                                              4

    c. Statements of Cash Flows                                              5

    d. Notes to Financial Statements                                        6-7

Item 2. PLAN OF OPERATIONS                                                 8-14

Item 3. CONTROLS AND PROCEDURES                                              14

PART II OTHER INFORMATION                                                    15

Item 1. LEGAL PROCEEDINGS

Item 2. CHANGES IN SECURITIES

Item 3. DEFAULTS ON SENIOR SECURITIES

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

Item 5. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON 8-K

SIGNATURE PAGE                                                               16

CERTIFICATION                                                                17





















                           Terra Trema, Inc.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                                  BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
                                                              As of
                                                              March 31, 2004
                                                              --------------

Receivable from trust account (Note 2)                            $    --
                                                                  --------

           Total assets                                           $    --
                                                                  ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses                             $11,953
Other liability (Note 2)                                           1,000
                                                                  --------

           Total liabilities                                       12,953
                                                                  --------

STOCKHOLDERS' EQUITY (DEFICIT)
       Preferred stock, $.0001 par value; 5,000,000 shares
          authorized;  0 shares issued and outstanding                 --
       Common stock, $.0001 par value; 10,000,000 shares
          authorized; 1,895,000 shares issued and outstanding         190
       Additional paid-in capital                                   4,615
       Deficit accumulated during the development stage           (17,758)
                                                                  --------

           Total stockholders' equity (deficit)                   (12,953)
                                                                  --------

           Total liabilities and stockholders' equity
              (deficit)                                           $    --
                                                                  ========

            See accompanying notes to condensed financial statements













                               TERRA TREMA, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                       STATEMENTS OF LOSS AND ACCUMULATED
                DEFICIT DURING THE DEVELOPMENT STAGE (UNAUDITED)
                                 MARCH 31, 2004

                                            For the three    Cumulative
                                            months ended     since
                                            March 31, 2004   inception
                                                             (April 28, 2000)
                                          ---------------     -----------
EXPENSES
General and Administrative expenses        $      -            $  17,758
                                          ---------------     -----------
 NET LOSS BEFORE INCOME TAXES              $      -            $ (17,758)
(BENEFITS)

INCOME TAXES (BENEFITS)                           -                    -
                                          ---------------     -----------
 NET LOSS AND ACCUMULATED DEFICIT
DURING THE DEVELOPMENT STAGE               $      -            $ (17,758)
                                          ===============     ===========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING (BASIC AND DILUTED)   1,895,000            1,895,000
                                          ===============     ===========
NET LOSS PER SHARE (BASIC AND DILUTED)
                                           $(0.0000)           $  0.0000)
                                          ===============     ===========

            See accompanying notes to condensed financial statements



                                TERRA TREMA, INC
                         (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 MARCH 31, 2004


                                            For the three    Cumulative
                                            months ended     since
                                            March 31, 2004   inception
                                            --------------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                  $    -          $(17,758)

   Adjustments to reconcile net loss to net
     cash used by operating activities

   Common stock issued for services
                                                   -               604
   Increase (decrease) from changes in:

   Accounts payable and accrued expenses
                                                   -            11,953
                                            --------------   ----------
 NET CASH USED BY OPERATING ACTIVITIES
                                                   -            (5,201)
                                            --------------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Other liability                                -             1,000
    Issuance of common stock                       -             4,201
                                            --------------   ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES
                                                   -             5,201
                                            --------------   ----------

NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE
                                                   -                 -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                                                   -                 -
                                           --------------   ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD
                                              $    -             $   -
                                            ==============   ==========

SUPPLEMENTAL DISCLOSURES
    Interest paid                             $    -             $   -
    Income taxes paid                         $    -             $   -
                                            --------------   ----------

            See accompanying notes to condensed financial statements
                                                        5

                               TERRA TREMA, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
         PERIOD FROM INCEPTION, APRIL 28, 2000, THROUGH MARCH 31, 2004

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

Terra Trema, Inc. (a Development-Stage Enterprise) (the "Company") was
incorporated on April 28, 2000 under the laws of the State of Nevada. The
Company intends to develop operating opportunities through business
combinations or mergers. To date, the Company has not conducted any significant
operations, and its activities have focused primarily on incorporation
activities, organizational efforts and identifying potential merger candidates.
Since the Company has not yet commenced any principal operations, and has not
yet earned significant revenues, the Company is considered to be a
development-stage enterprise as of March 31, 2004.

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form
10-QSB. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, the
interim financial statements include all adjustments considered necessary for a
fair presentation of the Company's financial position, as of March 31, 2004,
and its results of operations and cash flows for the three months ended March
31, 2004 and 2001, and the period from inception, April 28, 2000, through March
31, 2004. These statements are not necessarily indicative of the results to be
expected for the full fiscal year. These statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the year ended December 31, 2003 as filed with the
Securities and Exchange Commission.

 MANAGEMENT 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 amounts
of assets and liabilities, and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

6

                           Terra Trema, Inc.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
          PERIOD FROM INCEPTION, April 28, 2000, THROUGH March 31, 2004

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         GOING CONCERN AND MANAGEMENT'S PLANS

The Company is presently a shell company and has no operations and limited
financial and other resources. Such matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with
respect to these conditions are to search for operating opportunities through
business combinations or mergers. In the interim, the Company will require
minimal overhead, and key administrative and management functions will be
provided by stockholders. Accordingly, the accompanying financial statements
have been presented under the assumption that the Company will continue as a
going concern.

2. EQUITY TRANSACTIONS

 In April 2000, the Company issued 1,200,000 shares of common stock to its
president in exchange for cash of $1,500. The Company also issued 5,000 shares
of its common stock to a director in exchange for services rendered. Management
deemed such services to have a nominal value.

 In April 2000, the Company issued 600,000 shares of common stock in exchange
for legal services valued at $600 (Note 3).

 As of March 31, 2004, in connection with private placements of its common
stock, the Company has issued an aggregate of 90,000 shares of common stock in
exchange for cash aggregating $2,700. Additionally, the Company has a $1,000
stock subscription payable related to funds received for which the related
20,000 shares have yet to be issued. As of March 31, 2004, the related
unexpended cash proceeds are held by the Company's legal counsel in a trust
account (Note 3).

3. RELATED-PARTY TRANSACTIONS

 During the three months ended March 31, 2004, and the period from inception,
April 28, 2000, through March 31, 2004, the Company received legal services
from a stockholder that aggregated $400 and $11,224, respectively.


Item 2. Plan of Operation

 Statements contained in this Plan of Operation of this Quarterly Report on
Form 10-QSB include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results,
general merger and acquisition activity in the marketplace, performance or
achievement, based upon current conditions and the most recent results of
operations. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "project," "expect,"
"believe," "estimate," "anticipate," "intends," "continue", "potential,"
"opportunity" or similar terms, variations of those terms or the negative of
those terms or other variations of those terms or comparable words or
expressions. (See the Company's Form 10SB for a description of certain of the
known risks and uncertainties of the Company.)

General

 The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"),
desiring the perceived advantages of becoming a publicly reporting and publicly
held corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to enter into a Merger with any specific business
or company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or any promoter of
the Company, or an affiliate of either, has had any material discussions with
any other company with respect to any Merger. The Company will not restrict its
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
proposed plan of operation and Mergers under this caption and throughout this
Quarterly Report is purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.

 The Company may seek a Merger with an entity which only recently commenced
operations, or a developing company in need of additional funds to expand into
new products or markets or seeking to develop a new product or service, or an
established business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to be easier to
raise by a public company. In some instances, a Merger may involve entering
into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

 Selecting a Merger Target will be complex and involve a high degree of risk.
Because of general economic conditions, rapid technological advances being made
in some industries, and shortages of available capital, management believes
that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity (subject to restrictions of
applicable statutes and regulations) for the principals of a business, creating
a means for providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes
and regulations) for all stockholders, and other items. Potential Merger
Targets may exist in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such Merger Targets extremely difficult and complex.

 The Company has insufficient capital with which to provide the owners of
Merger Targets significant cash or other assets. Management believes the
Company will offer owners of Merger Targets the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. Nevertheless, the
Company has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a Merger or acquisition
transaction for the owners of a Merger Target.

 The Company also believes that finding a suitable Merger Target willing to
enter into a Merger with the Company may depend on the existence of a public
trading market for the Company's Common Stock. There is presently no material
trading market and there is no assurance that one can be developed.

The Company will not restrict its search for any specific kind of Merger
Target, and may merge with an entity which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may
need to seek additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private placements
to finance the operation of any acquired business opportunity until such time
as the Company has successfully consummated such a Merger.

Selection and Evaluation of Merger Targets

 Management of the Company will have complete discretion and flexibility in
identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things,
meeting with incumbent management and inspection of facilities, as well as a
review of financial, legal and other information which will be made available
to the Company.

 Under the Federal securities laws, public companies must furnish stockholders
certain information about significant acquisitions, which information may
require audited financial statements for an acquired company with respect to
one or more fiscal years, depending upon the relative size of the acquisition.
Consequently, the Company will only be able to effect a Merger with a
prospective Merger Target that has available audited financial statements or
has financial statements which can be audited.

 The time and costs required to select and evaluate a Merger Target (including
conducting a due diligence review) and to structure and consummate the Merger
(including negotiating relevant agreements and preparing requisite documents
for filing pursuant to applicable securities laws and corporation laws) cannot
presently be ascertained with any degree of certainty. The Company's current
executive officer and director intends to devote only a small portion of his
time to the affairs of the Company and, accordingly, consummation of a Merger
may require a greater period of time than if the Company's management devoted
his full time to the Company's affairs. While no current steps have been taken
nor agreements reached, the Company may engage consultants and other third
parties providing goods and services, including assistance in the
identification and evaluation of potential Merger Targets. These consultants or
third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.

 The Company will seek potential Merger Targets from all known sources and
anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company
issue any of its securities to any officer, director or promoter of the
Company, or any of their respective affiliates or associates, in connection
with activities designed to locate a Merger Target.

In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;

         1) the available technical, financial and managerial resources;
         2) working capital and other financial requirements;
         3) history of operation, if any;
         4) prospects for the future;
         5) present and expected competition;
         6) the quality and experience of management services which may be
            available and the depth of that management;
         7) the potential for further research, development or exploration;
         8) specific risk factors not now foreseeable but which then may
            be anticipated to impact the proposed activities of the Company;
         9) the potential for growth or expansion;
        10) the potential for profit;
        11) the perceived public recognition or acceptance of products,
            services or trades; and
        12) name identification.

Merger opportunities in which the Company may participate will present certain
risks, many of which cannot be adequately identified prior to selecting a
specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs
incurred.

 There can be no assurance that the Company will find a suitable Merger Target.
If no such Merger Target is found, therefore, no return on an investment in the
Company will be realized, and there will not, most likely, be a market for the
Company's stock.

Structuring and Financing of a Merger

 As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.

 The Company may utilize available cash and equity securities in effecting a
Merger. Although the Company has no commitments as of this date to issue any
shares of Common Stock or options or warrants, except for additional securities
that the Company expects to issue for certain professional services, other than
those already issued in the offering of its common stock pursuant to Regulation
D promulgated under the Securities Act of 1933, as amended (the "Securities
Act") (the "Private Placement"), the Company will likely issue a substantial
number of additional shares in connection with the consummation of a Merger,
probably in most cases equal to nine or more times the amount held by the
Company's stockholders prior to the Merger. The Company also may decide to
issue Preferred Stock, with liquidation and dividend rights, that are senior to
the Common Stock, in connection with a Merger or obtaining financing therefor,
although the Company has no present plans to do so. The Company currently has
no intention to issue Preferred Stock. The Company may have to effect reverse
stock splits prior to any Merger. To the extent that such additional shares are
issued, dilution to the interests of a Company's stockholders will occur.
Additionally, a change in control of the Company may occur which may affect,
among other things, the Company's ability to utilize net operating loss
carry-forwards, if any.

 There currently are no limitations on each Company's ability to borrow funds
to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then
prevailing conditions in the financial markets, as well as general economic
conditions. The Company has no arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate a
Merger, or to provide funds for an additional infusion of capital into a Merger
Target, may have a material adverse effect on the Company's financial condition
and future prospects, including the ability to effect a Merger. To the extent
that debt financing ultimately proves to be available, any borrowings may
subject the Company to various risks traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. Furthermore, a Merger
Target may have already incurred debt financing and, therefore, all the risks
inherent thereto.

Competition for Merger Opportunities

The Company is, and will continue to be, an insignificant participant in the
business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that
the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.

Equipment and Employees

The Company has no operating business and thus no equipment and no employees,
and the Company does not expect to acquire any equipment or employees. The
Company does not intend to develop its own operating business but instead will
seek to effect a Merger with a Merger Target.

Expenses for the Three Months Ended March 31, 2003 and March 31, 2004.

Expenses for the three months ended March 31, 2004 were 0 as compared to $0,
for the same period ended March 31, 2003. The expenses resulted primarily from
accounting/auditing, legal, and general administrative expenses relating to the
Company's annual and quarterly public disclosure and reporting requirement. As
discussed above, the Company will incur substantial expenses, including
expenses for professional and other consulting services, when it seeks to
negotiate and enter into a Merger.

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. The principal officers of
the Company are satisfied with the adequacy and effectiveness of the disclosure
controls and procedures of the Company, based on their evaluation of such
controls and procedures.

         (b) Changes in internal controls.  None.

         (c) Asset-Backed Issuers.  Not applicable.

PART II  -   OTHER INFORMATION

ITEM 1   -   LEGAL PROCEEDINGS
             NONE

ITEM 2   -   CHANGES IN SECURITIES
             NONE

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

    Exhibit No.   Description
    -----------   -----------

         No reports on Form 8-K were filed during the quarter ended
         March 31, 2004

                                   SIGNATURES
                                   ----------

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                           Terra Trema, Inc.

                              By: \s\ Gerry Martin
                                 --------------------------------------
                                 Gerry Martin, President, Treasurer and
                                 Director
                                 Dated:   October 1, 2004







                                 CERTIFICATION
                                 -------------

I, Gerry Martin, President, CEO and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Terra Trema, Inc.
(the "registrant");

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 our 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 report;

4. The registrant's other certifying officers and we 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 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 we 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 we 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.


                                          /s/ Gerry Martin
----------------                         ------------------------------------
Date 10/1/04                             President and Chief Executive Officer



                                         /s/ Gerry Martin
----------------                         ------------------------------------
Date 10/1/04                             Principal Financial Officer