<PAGE>

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                         Form 10-QSB

(Mark One)
[  X  ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
          ENDED MARCH 31, 2003

[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
          THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
          FROM _______________ TO     _______________


Commission file number 000-29873

                              PROLOGUE
 (Exact name of small business issuer as specified in charter)

              UTAH                               87-0412110

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


3340 E. Del Verde Avenue,
Salt Lake City, Utah                              84109
(Address of principal executive offices)        (Zip Code)


                          (801) 484-0930
                   (Issuer's telephone number)

                           Not Applicable
(Former  name, former address, and former fiscal year, if changed
 since last report)

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


Applicable  only  to  issuers involved in bankruptcy  proceedings
during the preceding five years

Check  whether  the  registrant filed all documents  and  reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.  Yes        No

Applicable only to corporate issuers

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

    50,000,000 shares of Common Stock As of March 31, 2003

Transitional Small Business Disclosure Format
(Check one):

Yes        No  X

                                -1-
<PAGE>

                   FORWARD LOOKING STATEMENTS

     This  report contains forward-looking statements as  defined
in  the  Private Securities Litigation Reform Act of 1995.   Such
statements  reflect the Company's views with  respect  to  future
events  based  upon information available to  it  at  this  time.
These   forward-looking  statements  are   subject   to   certain
uncertainties  and other factors that could cause actual  results
to  differ  materially from such statements.  These uncertainties
and other factors include, but are not limited to: the ability of
the  Company to locate a business opportunity for acquisition  or
participation  by  the  Company;  the  terms  of  the   Company's
acquisition  of  or participation in a business opportunity;  and
the   operating  and  financial  performance  of   any   business
opportunity  following its acquisition or  participation  by  the
Company.    The  words  "anticipates,"  "believes,"  "estimates,"
"expects," "plans," "projects," "targets" and similar expressions
identify  forward looking statements.  Readers are cautioned  not
to  place  undue  reliance on these forward  looking  statements,
which  speak  only as of the date the statement  was  made.   The
Company undertakes no obligation to publicly update or revise any
forward-looking   statements,  whether  as  a   result   of   new
information, changes in assumptions, future events or otherwise.


                            -2-
<PAGE>
                PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements


                                 PROLOGUE
                       [A Development Stage Company]




                                 CONTENTS

                                                                 PAGE


        -   Unaudited Condensed Balance Sheets,
            March 31, 2003 and December 31, 2002                  4


        -   Unaudited Condensed Statements of Operations,
            for the three months ended March 31, 2003
            and 2002 and from the re-entering of the
            development stage on May 1, 1991 through
            March 31, 2003                                        5


        -   Unaudited Condensed Statements of Cash Flows,
            for the three months ended March 31, 2003
            and 2002 and from the re-entering of the
            development stage on May 1, 1991 through
            March 31, 2003                                        6


        -   Notes to Unaudited Condensed Financial Statements   7 - 8











<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS


                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $        -   $        -
                                         ___________  ___________
        Total Current Assets                       -            -
                                         ___________  ___________
                                          $        -   $        -
                                         ___________  ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                        $        -   $        -
                                         ___________  ___________
        Total Current Liabilities                  -            -
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   50,000,000 shares issued and
   outstanding                                50,000       50,000
  Capital in excess of par value              15,974       14,239
  Retained deficit                          (47,579)     (47,579)
  Deficit accumulated during the
    development stage                       (18,395)     (16,660)
                                         ___________  ___________
        Total Stockholders' Equity                 -            -
                                         ___________  ___________
                                          $        -   $        -
                                         ___________  ___________








Note:The balance sheet as of December 31, 2002 was taken from the audited
     financial statements at that date and condensed.

 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                     -4-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                                From the
                                                            Re-entering of
                                          For the Three       Development
                                           Months Ended     Stage on May 1,
                                            March 31,        1991 Through
                                        __________________     March 31,
                                           2003    2002           2003
                                        _________  ________   __________
REVENUE                                 $      -   $     -    $       -

COST OF SALES                                  -         -            -
                                        _________  ________   __________
GROSS PROFIT                                   -         -            -

EXPENSES:
  General and administrative               1,735     1,330       18,395
                                        _________  ________   __________

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                     (1,735)   (1,330)     (18,395)

CURRENT TAX EXPENSE                            -         -            -

DEFERRED TAX EXPENSE                           -         -            -
                                        _________  ________   __________

NET LOSS                                 $(1,735)  $(1,330)   $ (18,395)
                                        _________  ________   __________

LOSS PER COMMON SHARE                    $  (.00)  $  (.00)   $    (.00)
                                        _________  ________   __________
















 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                    -5-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                               From the
                                                           Re-entering of
                                           For the Three     Development
                                            Months Ended   Stage on May 1,
                                             March 31,       1991 Through
                                        __________________    March 31,
                                           2003      2002       2003
                                        _________  _________  _________
Cash Flows from Operating Activities:
 Net loss                               $ (1,735)  $ (1,330)  $ (18,395)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Noncash expense - stock issued
    for services                               -          -       1,035
   Changes in assets and liabilities:
    (Increase) in prepaid expenses             -       (170)          -
    (Decrease) in accounts payable             -       (325)          -
                                        _________  _________  _________
        Net Cash (Used) by
         Operating Activities             (1,735)    (1,825)    (17,360)
                                        _________  _________  _________

Cash Flows from Investing Activities           -          -           -
                                        _________  _________  _________
        Net Cash Provided (Used) by
         Investing Activities                  -          -           -
                                        _________  _________  _________

Cash Flows from Financing Activities:
 Contribution capital                      1,735      1,825      17,360
                                        _________  _________  _________
        Net Cash Provided by
         Financing Activities              1,735      1,825      17,360
                                        _________  _________  _________

Net Increase (Decrease) in Cash                -          -           -

Cash at Beginning of Period                    -          -           -
                                        _________  _________  _________

Cash at End of Period                    $     -    $     -   $       -
                                        _________  _________  _________

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                              $     -    $     -   $       -
   Income taxes                          $     -    $     -   $       -

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the period from the re-entering of development stage on May 1, 1991
     through March 31, 2003:

    In December 1994, the Company issued 41,400,000 shares of its common
     stock for services valued at $1,035.


 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                    -6-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  - The Company was organized under the laws of the  State  of
  Utah  on  October  14,  1982 and was previously engaged  in  a  sales  and
  marketing  business.  The Company currently has not generated  significant
  revenues  and  is  considered a development stage company  as  defined  in
  Statement  of  Financial  Accounting Standards  No.  7.   The  Company  is
  currently   seeking   business   opportunities   or   potential   business
  acquisitions.

  Condensed  Financial  Statements - The accompanying  financial  statements
  have  been  prepared  by the Company without audit.   In  the  opinion  of
  management,   all   adjustments  (which  include  only  normal   recurring
  adjustments)  necessary to present fairly the financial position,  results
  of  operations  and  cash flows at March 31, 2003 and  2002  and  for  the
  periods then ended have been made.

  Certain   information  and  footnote  disclosures  normally  included   in
  financial  statements  prepared  in  accordance  with  generally  accepted
  accounting principles in the United States of America have been  condensed
  or  omitted.  It is suggested that these condensed financial statements be
  read  in  conjunction  with  the financial statements  and  notes  thereto
  included  in the Company's December 31, 2002 audited financial statements.
  The  results of operations for the periods ended March 31, 2003  and  2002
  are not necessarily indicative of the operating results for the full year.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Loss  Per  Share  - The computation of loss per share of common  stock  is
  based  on  the  weighted average number of shares outstanding  during  the
  periods  presented,  in accordance with Statement of Financial  Accounting
  Standards No. 128, "Earnings Per Share" [See Note 7].

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles  in  the  United
  States  of  America requires management to make estimates and  assumptions
  that   affect  the  reported  amounts  of  assets  and  liabilities,   the
  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
  estimated.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial  Institutions - an Amendment of FASB Statements No. 72  and  144
  and  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for  Stock-
  Based  Compensation  - Transition and Disclosure - an  Amendment  of  FASB
  Statement  No. 123", were recently issued.  SFAS No. 141, 142,  143,  144,
  145,  146,  147  and 148 have no current applicability to the  Company  or
  their effect on the financial statements would not have been significant.

                                    -7-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Reclassification - The financial statements for periods prior to March 31,
  2003 have been reclassified to conform to the headings and classifications
  used in the March 31, 2003 financial statements.

NOTE 2 - DISCONTINUED OPERATIONS

  Discontinued  Operations - The accompanying financial  statements  reflect
  the  Company re-entering into a new development stage on May 1, 1991 as  a
  result  of  management's decision to discontinue the former operations  of
  the Company.

NOTE 3 - CAPITAL STOCK

  In  1983, Prologue filed a Registration Statement with the Utah Securities
  Commission and completed a public sale of 5,000,000 shares of  stock.   In
  1987,  a  wholly  owned subsidiary named Bio-Clean was formed.   In  1987,
  600,000 shares of Prologue's common stock were issued to Kapitol Klean-All
  of  Phoenix,  Arizona  as  partial consideration for  some  equipment  and
  solvent.  Because of latent defects in the equipment, all activities  were
  terminated and Bio-Clean was dissolved on May 1, 1991.  In 1988, 1,500,000
  shares of Prologue's common stock were issued to an officer of Prologue in
  lieu of wages for services rendered.

  In 1994, 41,400,000 shares of common stock were issued to an individual in
  exchange for payment of the current and back taxes due the state  of  Utah
  along  with other reinstatement fees.  As a result of the stock  issuance,
  control  of  the  corporation changed hands and the individual  became  an
  officer of the Company.  This agreement also includes the payment  of  all
  necessary  accounting  and  attorney  fees  and  the  production   of   an
  information  package  on  Prologue to be used in promoting  the  Company's
  future business activities.

NOTE 4 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and  any  available operating loss or tax credit carryforwards.  At  March
  31, 2003, the Company has available unused operating loss carryforwards of
  approximately $18,400, which may be applied against future taxable  income
  and which expire in various years through 2023.

  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax assets have  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $6,300  and $5,700 as of March 31, 2003  and  December  31,
  2002,  respectively, with an offsetting valuation allowance  of  the  same
  amount  resulting in a change in the valuation allowance of  approximately
  $600 during the three months ended March 31, 2003.

                                     -8-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the three months ended March 31, 2003 and
  2002, the Company did not pay any compensation to any officer or director.

  Office  Space - The Company has not had a need to rent office  space.   An
  officer/shareholder of the Company is allowing the Company to use his home
  as a mailing address, as needed, at no expense to the Company.

  Expenses  - An officer/shareholder has paid certain expenses on behalf  of
  the corporation.  The amounts of these payments are shown as contributions
  to capital in excess of par value and amounted to $1,735 and $1,825 during
  the three months ended March 31, 2003 and 2002, respectively.

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company, has incurred losses since its inception and  has  no
  on-going  operations.   These factors raise substantial  doubt  about  the
  ability  of  the Company to continue as a going concern.  In this  regard,
  management is seeking potential business opportunities and is proposing to
  raise  any  necessary additional funds not provided by operations  through
  loans  and/or through additional sales of its common stock.  There  is  no
  assurance  that  the  Company  will be successful  in  raising  additional
  capital  or  in achieving profitable operations.  The financial statements
  do not include any adjustments that might result from the outcome of these
  uncertainties.

NOTE 7 - LOSS PER SHARE

  The following data show the amounts used in computing loss per share:

                                                                  From the
                                                               Re-entering of
                                            For the Three       Development
                                             Months Ended      Stage on May 1,
                                               March 31,        1991 Through
                                        _______________________   March 31,
                                           2003        2002          2003
                                        __________   __________   __________
  Loss from operations available
  to common shareholders
  (numerator)                           $ (1,735)    $ (1,330)    $ (18,395)
                                        __________   __________   __________
  Weighted average number of
  common shares outstanding
  during the period (denominator)       50,000,000   50,000,000   37,366,912
                                        __________   __________   __________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.


                                       -9-
<PAGE>


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


LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTH PERIOD
     ENDED MARCH 31, 2003 (Unaudited)

     The  Company  remains in the development stage  and  has  no
     revenues.  Current expenses are being paid through loans or
     contributions from existing shareholders,including the costs
     of being a reporting company under the  Securities  Exchange
     Act of 1934. Management is hopeful that being a reporting
     company will increase the quality and number of  prospective
     business ventures that may be available to the Company. For
     the three month period ended March 31, 2003,  general  and
     administrative expenses were  $1,735.   The  expenses relate
     primarily to the costs of SEC filing expenses.  Such  losses
     will continue unless a business  opportunity  with  revenues
     and profits can be acquired  by  the  Company. There  is  no
     assurance  that  revenues  or  profitability  will  ever  be
     achieved by the Company.

     The Company will carry out its plan of business as discussed
     above.   The Company cannot predict to what extent its  lack
     of   liquidity  and  capital  resources  will   impair   the
     consummation  of a business combination or whether  it  will
     incur  further operating losses through any business  entity
     which the Company may eventually acquire.

RESULT OF OPERATIONS

    For the Three months ended March 31, 2003 and 2002
    (Unaudited).

    Net losses per share for the periods ended March 31, 2003
    and 2002 were $0.00 per share  each  quarter. For the current
    fiscal year, the President has  agreed to pay, if necessary,
    the expenses associated with the 10-QSB and  10-KSB  filings
    for  the calendar year 2003.  The  Company anticipates  that
    until   a  business   combination   is  completed   with  an
    acquisition candidate, it will not generate revenues and may
    continue  to  operate  at a loss after completing a business
    combination, depending upon the performance of  the acquired
    business.



                               -10-
<PAGE>

NEED FOR ADDITIONAL FINANCING

     Management believes  that the  Company  will have sufficient
     cash (through  through loans or contributions from existing
     shareholders) to  meet the anticipated  needs of  the
     Company's  operations through at least the third calendar
     quarter  of  2003.  However, there can be no assurances to
     that effect,  as  the Company  has no revenues and the
     Company's need for  capital may  change  dramatically if it
     acquires an interest in a business  opportunity during that
     period.  In the event the Company requires additional funds,
     the Company will have to seek loans  or equity placements to
     cover such cash  needs. There  is  no assurance additional
     capital will be available to  the  Company  on acceptable
     terms.   In  the  event  the Company  is  able to complete a
     business combination  during this  period, lack of its
     existing  capital  may  be   a  sufficient  impediment to
     prevent it from accomplishing  the goal  of  completing a
     business combination.   There  is  no assurance,  however,
     that without funds it  will  ultimately allow registrant to
     complete a business combination.  Once a business
     combination is completed, the Company's needs  for
     additional financing are likely to increase substantially.

     Other  than  previously  stated, no commitments  to  provide
     additional  funds  have  been made by  management  or  other
     stockholders.   Accordingly, there can be no assurance  that
     any  additional  funds will be available to the  Company  to
     allow it to cover its expenses as they may be incurred.

     Irrespective of whether the Company's cash assets  prove  to
     be  adequate  to meet the Company's operational  needs,  the
     Company  might seek to compensate providers of  services  by
     issuance's of stock in lieu of cash.


Item 3.  Controls and Procedures

     Within the 90-day period prior to the filing of this quarterly
     report, an evaluation was performed under the  supervision and
     with the participation of Prologue's management, including the
     Chief Executive Officer  and  Chief Financial Officer,  of the
     effectiveness  of  the  design  and operation   of  Prologue's
     discloure  controls and  procedures  pursuant to  Exchange Act
     Rule 13a-14.   Based on that  evaluation,  the Chief Executive
     Officer and Chief Financial Officer  concluded that the design
     and operation of these disclosure controls and procedures were
     effective.     There  have  been  no  significant  changes  in
     Prologue's internal  controls  or in other  factors that could
     significantly  affect these controls subsequent to the date of
     their evaluation.


                               -11-

<PAGE>


                  PART II - OTHER INFORMATION




Item 1. Legal Proceedings

     None.


Item 2. Changes in Securities
     None


Item 3. Defaults Upon Senior Securities
     Not Applicable.


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
             None

     (b)  Reports on Form 8-K
             No  reports  on Form 8-K were filed during
             the quarter for which this report is filed.



                            -12-
<PAGE>






                        SIGNATURES





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

                                      Prologue




Date: May 19, 2003                By /s/ Steve Cuthbert
                                      Steve Cuthbert, President








                         CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Prologue (the "Company") on
Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Steve Cuthbert, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of
the Company.




/s/ Steve Cuthbert
Chief Executive Officer and Chief Financial Officer
May 19, 2003



                             -13-
<PAGE>


                              CERTIFICATIONS

I, Steve Cuthbert, as Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

  1.    I  have reviewed this quarterly Report on Form 10-QSB of Prologue;

  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.   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 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.   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 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 19, 2003


                               By /s/ Steve Cuthbert, President
                                Steve Cuthbert, President
                               (Principal Executive and Financial Officer)


                                   -14-
<PAGE>