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: September 30, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from _____________ to _______________

                         Commission file number: 0-30263

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


                UTAH                                75-1878071
   (State or other jurisdiction of                 (IRS Employer
    incorporation or organization)               Identification No.)

                 1610 BARRANCAS AVENUE, PENSACOLA, FLORIDA 32501
                    (Address of principal executive offices)

                                 (850) 438-9647
                           (Issuer's telephone number)

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

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

            7,889,169 shares of Common Stock, $.001 par value, as of
                               September 30, 2002

 Transitional Small Business Disclosure Format (check one):  Yes       No   X
                                                                 -----    -----
<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                              INDEX TO FORM 10-QSB

                                                                            PAGE

PART I.       FINANCIAL INFORMATION

     ITEM 1.  Consolidated Balance Sheets as of September 30, 2002 and
              March 31, 2002                                                   3

              Consolidated Statements of Operations for the three and
              six months ended September 30, 2002 and 2001                     4

              Consolidated Statements of Cash Flows for the three and
              six months ended September 30, 2002 and 2001                     5

              Notes to Consolidated Financial Statements                       6

     ITEM 2.  Management's Discussion and Analysis or Plan of Operation        9

     ITEM 3.  Controls and Procedures                                         10

PART II.      OTHER INFORMATION

     ITEM 1.  Legal Proceedings                                               11

     ITEM 2.  Changes in Securities                                           11

     ITEM 3.  Defaults Upon Senior Securities                                 11

     ITEM 4.  Submission of Matters to a Vote of Security Holders             11

     ITEM 5.  Other Information                                               11

     ITEM 6.  Exhibits and Reports on Form 8-K                                11

SIGNATURES                                                                    12

                                       2

<PAGE>

                    SUREBET CASINOS, INC. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 2002 AND MARCH 31, 2002

<TABLE>
<CAPTION>
                                     ASSETS
                                                             SEPT 30, 2002      MARCH 31, 2002
                                                             -------------      --------------
                                                              (Unaudited)
<S>                                                          <C>                <C>
Current assets:
   Cash                                                      $       -          $        -
   Receivables                                                       -                   -
                                                             -------------      --------------
      Total current assets                                           -                   -
                                                             -------------      --------------

Other assets:
   Deposit on claim (Note 3)                                         -                30,000
   Deposit on Colorado casino lease                                  -                   -
                                                             -------------      --------------
      Total other assets                                             -                30,000
                                                             -------------      --------------
                                                             $       -          $     30,000
                                                             =============      ==============


                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued liabilities                  $   646,124        $    646,124
   Due to shareholder (Note 4)                                    96,602              86,602
   Due to CSL Development Corporation (Note 4)                    37,084              27,101
                                                             -------------      --------------
      Total current liabilities                                  779,810             759,827
                                                             -------------      --------------

Commitments and contingencies                                        -                   -

Stockholders' deficit:
   Preferred stock, $.01 par value, 500,000 shares
     authorized, none issued and outstanding                         -                   -
   Common stock, $.001 par value, 50,000,000 shares
     authorized, 7,889,169 shares issued and outstanding           7,889               7,889
   Additional paid-in capital                                  5,569,866           5,569,866
   Accumulated deficit                                        (6,357,565)         (6,307,582)
                                                             -------------      --------------
      Total stockholders' deficit                               (779,810)           (729,827)
                                                             -------------      --------------
                                                             $       -          $     30,000
                                                             =============      ==============
</TABLE>

                See notes to consolidated financial statements.

                                       3


<PAGE>


                      SUREBET CASINOS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended                  Six Months Ended
                                                            2002             2001              2002              2001
                                                       --------------   --------------    --------------    --------------
<S>                                                    <C>              <C>               <C>               <C>
Revenue:
   Casino revenue                                      $        -       $        -        $        -        $        -
   Ticket sales                                                 -                -                 -                 -
   Food and beverage sales                                      -                -                 -                 -
                                                       --------------   --------------    --------------    --------------
      Total revenue                                             -                -                 -                 -
                                                       --------------   --------------    --------------    --------------

Operating expenses:
   Cost of food and beverage sales                              -                -                 -                 -
   Casino operating costs                                       -                -                 -                 -
   Casino vessel costs                                          -                -                 -                 -
   Sales and marketing                                          -                -                 -                 -
   General and administrative                                 8,070              402            19,983               402
   Write-off of deposit                                      24,000              -              30,000               -
   Legal settlement(Note 3)                                     -                -                 -                 -
   Minority interest in losses                                  -                -                 -                 -
                                                       --------------   --------------    --------------    --------------
      Total operating expenses                               32,070              402            49,983               402
                                                       --------------   --------------    --------------    --------------
      Net loss                                         $    (32,070)    $       (402)     $    (49,983)     $       (402)
                                                       ==============   ==============    ==============    ==============

      Basic net loss per share                         $      (0.00)    $      (0.00)     $      (0.01)     $      (0.00)
                                                       ==============   ==============    ==============    ==============
      Weighted average common shares outstanding          7,889,169        7,889,169         7,889,169         7,889,169
                                                       ==============   ==============    ==============    ==============

</TABLE>


          See accompanying notes to consolidated financial statements.
                                        4

<PAGE>

                      SUREBET CASINOS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       Three and Six Months Ended September 30, 2002 and 2001 (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended                     Six Months Ended
                                                                9/30/2002          9/30/2001           9/30/2002         9/30/2001
                                                              -------------      -------------       -------------     -------------
<S>                                                           <C>                <C>                 <C>               <C>
Cash flows from operating activities:
   Net loss                                                   $    (32,070)      $       (402)       $    (49,983)     $       (402)
   Adjustments to reconcile net loss to net cash
      provided by operating activities:
         Depreciation                                                  -                  -                   -                 -
         Loss on disposition of assets                                 -                  -                   -                 -
         Minority interest in losses                                   -                                      -
         Legal settlement                                              -                  -                   -                 -
         Write-off of deposit                                       24,000                -                30,000               -
         Changes in operating assets and liabilities:
            Accounts receivable                                        -                  -                   -                 -
            Inventory                                                  -                  -                   -                 -
            Other assets                                               -                  -                   -                 -
            Accounts payable and accrued liabilities                   -                 (402)                -                (402)
                                                              -------------      -------------       -------------     -------------
               Net cash used in operating activities                (8,070)               -               (19,983)              -
                                                              -------------      -------------       -------------     -------------

Cash flows from financing activities:
   Net advances from shareholder                                     8,070                -                19,983               -
   Sale of shares of subsidiary to minority interests                  -                  -                   -                 -
   Sale of common shares                                               -                  -                   -                 -
                                                              -------------      -------------       -------------     -------------
               Net cash provided by financing activities             8,070                -                19,983               -
                                                              -------------      -------------       -------------     -------------

Net decrease in cash and cash equivalents                              -                  -                   -                 -
Cash at beginning of year                                              -                  -                   -                 -
                                                              -------------      -------------       -------------     -------------
Cash at end of year                                           $        -         $        -          $        -        $        -
                                                              =============      =============       =============     =============
Supplemental disclosure:
   Total interest paid                                        $        -         $        -          $        -        $        -
                                                              =============      =============       =============     =============

</TABLE>
          See accompanying notes to consolidated financial statements.
                                        5

<PAGE>
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.       UNAUDITED FINANCIAL INFORMATION

              The  accompanying   unaudited  condensed   consolidated  financial
         statements of sureBET Casinos Inc. and its majority-owned  subsidiaries
         (the  "Company")  have  been  prepared  in  accordance  with  generally
         accepted  accounting  principles for interim financial  information and
         with the  instructions  to Form  10-QSB of  Regulation  S-B of the U.S.
         Securities  and  Exchange  Commission.  They do not  include all of the
         information  and  notes  required  by  generally  accepted   accounting
         principles for complete corporate financial statements. However, except
         as  disclosed  herein,  there  has  been  no  material  change  in  the
         information  disclosed in the notes to the financial statements for the
         year ended March 31, 2002  included in the  Company's  Annual Report on
         Form 10-KSB  filed with the  Securities  and Exchange  Commission.  The
         unaudited financial statements should be read in conjunction with these
         financial  statements  included  in  Form  10-KSB.  In the  opinion  of
         management,   all  adjustments  consisting  only  of  normal  recurring
         accruals,  considered  necessary  for a  fair  presentation  have  been
         included.  Operating results for the three-month period ended September
         30, 2002 are not  necessarily  indicative  of the  results  that may be
         expected for the year ending March 31, 2003.


2.       DESCRIPTION OF BUSINESS

              During the years ended March 31, 1999 and 1998,  sureBET  Casinos,
         Inc. ("the Company") had no operating assets and had been investigating
         the acquisition of an operating business.  The Company changed its name
         on June 24, 1999 from Wexford Technology,  Incorporated.  In connection
         with an Agreement to Exchange Stock with U.S.  Gaming and Leisure Corp.
         ("USG&L")  (see  below),  the Company  entered  into an Asset  Purchase
         Agreement  (the  "Agreement")  on March 5,  1999  with its  controlling
         shareholder,  Imperial  Petroleum,  Inc.  ("Imperial").  The  Agreement
         provided that Imperial would acquire all the assets and  liabilities of
         the Company.  No consideration  was exchanged in return for the sale of
         the net liabilities of the Company.  As a result of the Agreement,  the
         Company had no assets or liabilities as of March 31, 1999.

              In  connection  with the  Agreement to Exchange  Common Stock with
         USG&L,  dated May 12, 1999, which is contingent on a private  placement
         which has not been  completed,  the Company  will issue  6,000,000  new
         common  shares to  stockholders  of USG&L  for 100% of the  outstanding
         shares of USG&L.  As a result of the tax-free  transaction,  USG&L will
         become a wholly owned  subsidiary  of the Company.  The owners of USG&L
         obtained  effective  control of the  Company in July 1999 by  obtaining
         control of the Board of Directors of the Company.  The transaction will
         be accounted  for as a reverse  acquisition  whereby  USG&L will be the
         acquiring company for accounting purposes.

              On June 7, 1999,  there was a change in the Board of  Directors of
         the Company.  The new board changed the Company's business strategy and
         decided  to enter  into the  casino  business.  On June 24,  1999,  the
         Articles of  Incorporation  of the Company  were  amended to change the
         name of the Company to sureBET Casinos, Inc.


                                       6

<PAGE>

              Under the direction of its new management,  the Company intends to
         develop,   acquire,   joint   venture,   manage,   and  operate  gaming
         establishments  with  an  initial  focus  on  water-based  gaming,  the
         emerging gaming markets,  and the  rehabilitation and reorganization of
         casinos that are underperforming financially.

              On October 1, 1999, the Company entered into a Management Contract
         with Casino Padre Investment  Company,  LLC ("Casino Padre"),  a Nevada
         limited liability company. Under the terms of the contract, the Company
         had an exclusive  agreement to operate the gaming ship M/V  Entertainer
         and the gaming operations  located on the ship on behalf of and for the
         account of Casino Padre.  On October 27, 1999, the Company  acquired 50
         membership  units in Casino Padre in exchange for  5,000,000  shares of
         the common stock of the Company. Immediately following the transaction,
         the Company  owned 83% of Casino  Padre.  The shares were acquired from
         Charles S.  Liberis,  the  President of the  Company.  Casino Padre was
         formed on September  14, 1999 and at the time of the  acquisition,  was
         still in a developmental  stage.  Casino Padre commenced  operations on
         November 18, 1999. As of September  30, 2002,  the Company owned 74% of
         Casino Padre. Casino Padre ceased operations on November 6, 2000.

              On December 20, 1999,  the Company  entered into an agreement with
         Black Hawk Hotel  Corporation,  an unaffiliated  entity, to lease Lilly
         Belle's  Casino,  an existing  casino  facility  located in Black Hawk,
         Colorado. Pursuant to the terms of the lease, the Company has an option
         to  purchase  the  premises.  The lease is  contingent  on the  Company
         receiving  approval  for the  transaction  and  issuance of  regulatory
         licenses from the Colorado Gaming Commission.  The Company canceled its
         agreement with Black Hawk Hotel  Corporation based on its determination
         that the  acquisition  was not  economically  feasible due to increased
         competition.   The  Company's  application  with  the  Colorado  Gaming
         Commission was withdrawn effective August 7, 2001.

              The Company is currently  considered a "public shell"  corporation
         with nominal business operations and is in the process of searching for
         an operating business with which to negotiate a "reverse merger."


3.       DEPOSIT ON CLAIM

              In March 2000, Newpark  Shipbuilding - Pasadena,  Inc. ("Newpark")
         filed a lawsuit against the Company seeking approximately  $140,000 for
         repair work on the M/V Casino Padre. The Company disputed the amount of
         the  claim  and  has  posted  a bond  in the  amount  of  $140,000  and
         counterclaimed  against Newpark for deceptive trade practices,  damages
         for improper  workmanship and damages for delays caused by Newpark. The
         case has been  settled for  $100,000  and CSL  Development,  the vessel
         owner,  was  refunded  $40,000  that it had  posted  on  behalf  of the
         Company.


4.       RELATED PARTY TRANSACTIONS

              The payable to a principal  shareholder  included accrued interest
         at a rate of 12%  annually.  The  Company  also  owed  CSL  Development
         Corporation for past due charter  payments,  payment of other operating
         expenses and for accrued interest at 12% annually.  Mr. Liberis is also
         president of CSL Development Corporation.

                                       7

<PAGE>

5.       GOING CONCERN

              The Company's financial statements have been prepared on the basis
         that it is a going  concern,  which  contemplates  the  realization  of
         assets and the  satisfaction  of  liabilities  in the normal  course of
         business.  The financial statements do not include any adjustments that
         might result from the outcome of this  uncertainty.  At  September  30,
         2002, the Company had a working  capital  deficiency of $779,810 and an
         accumulated deficit of $6,357,565. The Company does not believe that it
         will be able to meet its  normal  operating  costs  and  expenses  from
         operations.

              The cash  requirements  of funding the  Company's  operations  and
         expansion have exceeded cash flow from operations. To date, the Company
         has  satisfied  its capital  needs  primarily  through  debt and equity
         financing.  The Company continually explores raising additional capital
         through such means.

              The  Company  believes  that it will be able to  raise  additional
         capital  through debt and equity  financing which will be sufficient to
         meet the Company's  current working capital needs for at least the next
         twelve months. However, there can be no assurance that the Company will
         not need to  raise  additional  capital  sooner,  particularly  to take
         advantage of any expansion  opportunities,  not  currently  anticipated
         that may become  available.  In such event,  there can be no  assurance
         that  additional  capital will be  available  at all, at an  acceptable
         cost,  or on a basis that is timely to allow the Company to finance any
         such opportunities.







                                       8

<PAGE>

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

The following Management's Discussion and Analysis or Plan of Operation contains
forward-looking  statements  about our plans and  business.  Actual  events  and
results may differ  materially from those  anticipated in these  forward-looking
statements.  The ability to achieve our projections  and business  objectives is
dependent  on a variety of factors,  many of which are  outside of our  control.
Some of the  most  significant  factors,  alone or in  combination  would be our
failure to obtain additional equity financing to fund development activities and
projected  losses from operations  and/or the inability to grow the revenues and
improve the financial performance of the company.  Accordingly,  there can be no
assurances that we will achieve our business objectives.

RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2001

The sole source of revenue for the Company had been derived  from the  operation
of Casino Padre.  On November 6, 2000, the Casino Padre operation was shut down.
Accordingly,  there were no revenues for the six months ended September 30, 2002
and for the same period of last year.

During the six months ended September 30, 2002, the Company  incurred $49,983 of
operating  expenses,  as compared to $402 of operating  expenses for same period
for the year 2001. Of this amount, $30,000 was the write-off of a deposit posted
in connection with a lawsuit.

The above  resulted in a net loss of $49,983 for the six months ended  September
30, 2002,  as compared to a net loss of $402 for the six months ended  September
30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002, the Company had a working capital deficiency of $779,810,
as compared to a deficiency of $759,827 at March 31, 2002.  The Company does not
believe  that it will be able to meet its normal  operating  costs and  expenses
from  management  fees and cash flow as the Company does not presently  have any
operations.

The Company has been  dependent  upon loans from its principal  shareholder  and
President,  Charles Liberis. The loans are not evidenced by promissory notes and
there is no fixed date for repayment. At September 30, 2002, $96,602 was owed to
Mr. Liberis.

In  addition,  at  September  30,  2002,  $37,084  was  owed to CSL  Development
Corporation  for past due charter  payments and accrued  interest  thereon.  Mr.
Liberis is also the President of CSL Development Corporation.

The report of the Company's independent auditors on the financial statements for
the year ended March 31, 2002, included an explanatory paragraph relating to the
uncertainty  of the Company's  ability to continue as a going concern due to the
loss incurred for the year ended March 31, 2002 and the working  capital deficit
and stockholders'  deficit existing as of March 31, 2002. The Company must raise
additional capital, incur debt, or obtain financing in order to fund operations.


                                       9
<PAGE>

The Company  believes that it will be able to raise  additional  capital through
debt and equity financing which,  along with additional loans from its principal
shareholders,  will be sufficient to meet the Company's  current working capital
needs for at least the next twelve  months.  However,  there can be no assurance
that the Company will be able to raise  additional  capital or to take advantage
of any  expansion  opportunities  that may  become  available.  There  can be no
assurance  that  additional  capital will be available at all, at an  acceptable
cost,  or on a basis that is timely to allow the  Company to finance any further
business opportunities.


FORWARD LOOKING STATEMENTS

Except for historical  information  contained  herein,  the matters discussed in
this report, in particular, statements that use the words "believes", "intends",
"anticipates", or "expects", are intended to identify forward looking statements
that are  subject to risks and  uncertainties  including,  but not  limited  to,
inclement  weather,  mechanical  failures,  increased  competition,   financing,
governmental  action,   environmental  opposition,   legal  actions,  and  other
unforeseen factors.

The development of the Black Hawk, Colorado project,  in particular,  is subject
to  additional  risks and  uncertainties,  including,  but not limited to, risks
relating to permitting,  financing,  the activities of environmental groups, the
outcome of litigation and the actions of federal,  state,  or local  governments
and  agencies.  The  results of  financial  operations  reported  herein are not
necessarily an indication of future prospects of the Company. Future results may
differ materially.


ITEM 3. CONTROLS AND PROCEDURES.

We have recently evaluated our internal controls. As of November 18, 2002, there
were no  significant  corrective  actions  taken by us or other  changes made to
these internal  controls.  Our management does not believe there were changes in
other factors that could  significantly  affect these controls subsequent to the
date of the evaluation.






                                       10

<PAGE>

                           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

The following exhibits are included with this report.

     EXHIBIT
      NUMBER       DOCUMENT

       2.1         Agreement to Exchange Common Stock with U.S. Gaming & Leisure
                   Corp. (1)

       3.1         Articles of Incorporation, as amended (1)

       3.2         Bylaws, as amended (1)

      10.1         Asset Purchase Agreement with Imperial Petroleum, Inc. (1)

      10.2         Management Contract with Casino Padre Investment Company,
                   LLC (1)

      10.3         Lilly Belle lease (1)

      10.4         South Padre Island Sublease and Dockage Agreement (1)

      10.5         Charter Agreement with CSL Development Corporation (1)

       21          Subsidiaries of the Registrant (1)

                                       11

<PAGE>
----------------------
(1)      Previously filed as an exhibit to the  Company's Registration Statement
         on Form 10-SB (File No. 0-30263) and incorporated by reference herein.


         (b)      Reports on Form 8-K

None.

                                   SIGNATURES

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


                                    sureBET Casinos, Inc.
                                    (Registrant)


Date: November 19, 2002             By:   /s/ CHARLES S. LIBERIS
                                       -----------------------------------------
                                          Charles S. Liberis
                                          Chairman of the Board, Chief
                                          Executive Officer and President
                                          (Principal Executive, Financial, and
                                          Accounting Officer)










                                       12
<PAGE>

                                  CERTIFICATION

I, Charles S. Liberis, certify that:

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

2.       Based  on  my  knowledge,  this  quarterly  report does not contain any
         untrue  statement of a material  fact or omit to state a  material fact
         necessary to  make the statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information included in this quarterly report, fairly  present  in  all
         material  respects the financial  condition,  results of operations and
         cash flows of the registrant as of, and  for, the  periods presented in
         this quarterly report;

4.       The registrant's  other certifying  officers  and I are responsible for
         establishing and maintaining  disclosure  controls  and  procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material  information   relating  to   the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated  the  effectiveness of  the registrant's  disclosure
                  controls and procedures as of a  date within 90 days  prior to
                  the  filing  date  of  this quarterly  report (the "Evaluation
                  Date"); and

         c)       presented  in  this quarterly report our conclusions about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying  officers and I have disclosed, based
         on our most recent  evaluation,  to  the registrant's  auditors and the
         audit  committee  of  registrant's  board  of  directors  (or   persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability  to record, process, summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material, that involves  management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The  registrant's  other  certifying  officers and I have  indicated in
         this  quarterly  report  whether  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:    November 19, 2002

                                         /s/ CHARLES S. LIBERIS
                                     -------------------------------------------
                                     Charles S. Liberis, Principal Executive and
                                            Financial Officer






                                       13