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

                                 FORM 10-QSB

(Mark One)
        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2003

                                      OR

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

                        Commission file number 0-27507

                              e-PERCEPTION, INC.
            (Exact name of registrant as specified in its charter)

            Nevada                                        88-0350448
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                           27555 Ynez Road, Suite 203
                           Temecula, California 92591
         (Address, including zip code, of principal executive offices)

                                (909) 587-8773
              (Registrant's telephone number, including area code)

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

                             Yes     X       No
                                   -----          -----

The number of shares of the Registrant's Common Stock, $0.001 par value,
outstanding as of May 8, 2003 was 15,132,954.

<PAGE>

                              e-PERCEPTION, INC.

                                 FORM 10-QSB

                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
------------------------------
                                                                     Page
Item 1.  Financial Statements (unaudited):                           ----
         Condensed Consolidated Balance Sheet                         3
          as of March 31, 2003

         Condensed Consolidated Statements of Operations              4
          for the Three Months Ended March 31, 2003 and 2002

         Consolidated Statement of Stockholders' Equity for the       5
          Three Months Ended March 31, 2003

         Condensed Consolidated Statements of Cash Flows              6
          for the Three Months Ended March 31, 2003 and 2002

         Notes to Condensed Consolidated Financial Statements         7-8

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         9

Item 3.  Controls and Procedures                                      12

PART II - OTHER INFORMATION
---------------------------

Item 1:  Legal Proceedings                                            12

Item 2:  Changes in Securities and Use of Proceeds                    12


Item 3:  Defaults upon Senior Securities                              12

Item 4:  Submission of Matters to Vote of Security Holders            12

Item 5:  Other Information                                            12

Item 6.  Exhibits and Report on Form 8-K
         None                                                         12

Signatures                                                            13-14

Certifications

                                 2

<PAGE>

PART I - FINANCIAL INFORMATION
------------------------------


ITEM 1.  FINANCIAL STATEMENTS

                         e-PERCEPTION, INC. AND SUBSIDIARY
                        CONDENSED CONSOLIDATED BALANCE SHEET
                            MARCH 31, 2003 - UNAUDITED

                                      ASSETS

Current assets:
  Cash                                                           $   116,445
  Accounts receivable, net                                           610,668
  Prepaid and other current assets                                    65,787
                                                                -------------

    Total current assets                                             792,900

  Property and equipment, net of accumulated                         586,891
   depreciation and amortization

  Intangible and other assets, net                                   173,031
                                                                -------------

                                                                 $ 1,552,822
                                                                =============

                     LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
  Note payable                                                   $    62,611
  Current portion of long-term debt                                   18,450
  Accounts payable and accrued expenses                              634,569
  Deferred revenue                                                   239,524
                                                                -------------

    Total current liabilities                                        955,154

  Long-term debt, excluding current portion                            1,673

Stockholders equity
  Common stock, par value at $0.001, 25,000,000 shares
   authorized, 15,132,954 shares issued and outstanding               15,133
  Additional paid-in-capital                                       7,583,134
  Accumulated deficit                                             (7,002,272)
                                                                -------------

    Total stockholders equity                                       595,995
                                                                -------------

                                                                 $ 1,552,822
                                                                =============


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




                                    3

<PAGE>

                         e-PERCEPTION, INC. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                         Three Months
                                                        Ended March 31
                                                 ----------------------------
                                                      2003          2002
                                                      ----          ----

Revenues                                          $    353,088  $    504,937

Cost of revenues                                       190,518       257,606
                                                 -------------- -------------

Gross profit                                           162,570       247,331

Operating expenses:
  Sales and marketing                                  317,572       393,930
  Research and development                             104,739       106,298
  General and administrative expenses                  392,886       445,210
                                                 -------------- -------------

Income from operations                                (652,627)     (698,107)
                                                 -------------- -------------

Other income (expense):
  Interest expense                                      (9,554)       (8,381)
  Interest income                                          269           366
  Recoverey of bad debt                                125,000          -
  Loss on disposal of fixed assets                      (1,119)         -
                                                 -------------- -------------
    Total other income (expense)                       114,596        (8,015)
                                                 -------------- -------------

Income before provision for income taxes              (538,031)     (706,122)

Provision for income taxes                                (800)         -
                                                 -------------- -------------

Net loss                                          $   (538,831) $   (706,122)
                                                 ============== =============

Net loss per share - basic and diluted            $      (0.04) $      (0.09)
                                                 ============== =============

Number of weighted average share - basic
 and diluted                                        14,165,487     7,972,314
                                                 ============== =============

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



                                      4

<PAGE>

                       e-PERCEPTION TECHNOLOGIES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDRS EQUITY

                    FOR THREE MONTHS ENDED MARCH 31, 2003

                                        Additional                  Total
                      Common stock       paid-in   Accumulated  stockholders
                      Shares    Amount   capital     deficit       equity
                    ---------- -------- ---------- -----------  -------------

Balance at December
 31, 2002           13,894,954 $ 13,895 $7,301,591 $(6,463,441) $   852,045

Issuance of common
 stock (unaudited)   1,238,000    1,238    277,312        -         278,550

Warrant issuance
 expense (unaudited)      -        -         4,231         -          4,231

Net loss (unaudited)      -        -          -       (538,831)    (538,831)
                    ---------- -------- ---------- -----------  -------------

Balance at March 31,
 2003 (unaudited)   15,132,954 $ 15,133 $7,583,134 $(7,002,272) $   595,995
                    ========== ======== ========== ===========  =============

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


                                      5

<PAGE>

                         e-PERCEPTION, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS- UNAUDITED
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                 Three Months Ended March 31
                                                -----------------------------
                                                     2003           2002
                                                     ----           ----
Cash flows used for operating
Net loss                                         $  (538,831)  $   (706,122)

Adjustments to reconcile net income to net
 cash used for operating activities:
  Deprectiation and amortization                      54,010         58,428
  Loss on disposition of property and equipment        1,119           -
  Recovery of bad debt                              (125,000)          -
  Interest expense                                     5,929           -

Changes in assets and liabilities:
 (Increase) decrease in assets

  Accounts receivable                               (125,987)        56,566
  Prepaid and other current assets                    15,651         12,906
  Other assets                                        (4,988)       (25,335)

Increase (decrease) in liabilities
  Accounts payable and accrued expenses               66,836        162,536
  Deferred revenue                                   186,834         36,446
                                                -------------  --------------
Net cash used for operating activities              (464,427)      (404,575)
                                                -------------  --------------

Cash flows used for investing activities:
  Purchases of property and equipment                 (9,698)       (15,471)
  Proceeds form sale of property and equipment           600           -
                                                -------------  --------------
Net cash used for investing activities                (9,098)       (15,471)

Cash flows provided by (used for) financing
 activities:
  Bank overdraft                                        -             7,220
  Principal procees form line of credit agreement       -             4,642
  Proceeds from notes payable                           -             6,703
  Payments on note payable                            (8,944)        (5,051)
  Proceeds from issuance of common stock             278,550         45,000
                                                -------------  --------------

Net cash provided by financing activities            269,606         58,514
                                                -------------  --------------

Net decrease in cash and cash equivalents           (203,919)      (361,532)
Cash and cash equivalents, beginning of year         320,364        361,532
                                                -------------  --------------

Cash and cash equivalents, end of year           $ 116,445     $       -
                                                =============  ==============

Supplemental disclosure of cash flow
 information:

  Interest paid                                  $   3,443     $      3,197
                                                =============  ==============


  Income tax paid                                $     800     $       -
                                                =============  ==============

  Increase in line of credit from accrued
   interest payable                              $    -        $      5,184
                                                =============  ==============

  Issuance of 12,500 shares of common stock
   in lieu of accrued expenses to vendors        $    -        $     18,750
                                                =============  ==============
  Vesting of warrants issued included in
   interest expense                              $   4,231     $       -
                                                =============  =============

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

                                      6

<PAGE>

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission.  Accordingly,
they do not include certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes included in e-Perception's
Annual Report on Form 10-KSB for the year ended December 31, 2002.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments)
that are, in the opinion of management, necessary to state fairly the
financial position and results of operations as of and for the periods
presented.  The results for such periods are not necessarily indicative of
the results to be expected for the full year.

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.


The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  However, the
Company has reported net losses of $2,490,290 for the year ended December 31,
2002, and has an accumulated deficit of $6,463,441 at December 31, 2002.

Management has taken or plans to take the following steps that it believes will
be sufficient to provide the Company with the ability to continue in existence:

   -   Hire a new management team to focus on sales and financing of the
Company.
   -   Streamline the product line to offer prefabricated products at a
reasonable price that could be customized.
   -   Raise funds through the sale of its stock in private placements.
   -   Hire additional personnel and focusing sales and marketing efforts on the
distribution of product through key marketing channels currently being developed
by the Company.

The accompanying financial statements do not include any adjustments relative
to the recoverability and classification of assets carring amounts or the
amount and classification of liabilities that might result from the outcome of
this uncertainty.

2.  NET EARNINGS PER SHARE

Basic net earnings per share is based on the weighted average number of all
common shares issued and outstanding, and is calculated by dividing net
loss per share by the weighted average shares of common stock outstanding
during the period.  Common stock equivalents consist of 1,165,500 options
and 434,666 warrants at March 31, 2003 and have not been included in the
earnings per share computation for the three month ended March 31, 2003, as
the amounts are anti-dilutive.

3.  PRIVATE PLACEMENT

The Company entered into an arrangement to sell stock through a private
placement at $0.25 per share.  As of March 31, 2003, 1,078,000 shares have
been sold for net proceeds of $242,550.

                                 7

<PAGE>

4.  SUBSEQUENT EVENT

In April and May 2003, the Company has sold 574,000 shares under the
private placement for net proceeds of $142,650.

During the year ended December 31, 2003 and during the three months ended
March 31, 2003, the Company entered into employment agreements with key
management.  The agreements called for the issuing of shares of stock to
the individuals.  In April, 2003, the agreements have been amended whereby
the Company will be giving the employees cash bonuses instead of the stock
compensation.

                                      8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

With the exception to historical information, the statements set forth
below include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934.  These forward-looking statements include statements regarding
potential strategic collaborations, future capital needs and funding
requirements, product development plans, and market assessments.  These
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements.
These risks and uncertainties include:

  -  general economic and business conditions;
  -  industry trends;
  -  our overall market penetration and competition from providers of
     alternative products and services;
  -  our actual funding requirements; and
  -  availability, terms and deployment of capital.

OVERVIEW

e-Perception, Inc., a Nevada corporation ("e-Perception" or the
"Company") is the parent corporation of e-Perception Technologies, Inc.,
a Delaware corporation.

e-Perception develops, markets and supports web based assessment and
reporting tools and provides consulting services that enable companies to

manage their Human Capital Management (HCM) needs in real-time.  Companies
ranging in size from 50 person firms to Fortune 500 companies implement our
solutions in order to have deep insight into their human capital assets.
The Company's mission is to help corporations improve their financial
results through by aligning corporate strategy with employee perception,
productivity, and performance.

As the pace of globalization and business complexity increases, rapid
data gathering and real-time analysis have become a competitive necessity
for corporations.  The Company's web-based assessment tools gather feedback
from employees, customers and suppliers and then integrate such data with
existing business information to produce strategic solutions for clients.
The Company's offerings consist of a suite of web-based assessment tools
focused on three key products:  Employee Climate Assessments, Skills
Inventory Assessments and 360 Multi-Rator Performance Reviews.  Each one of
these assessments can be provided as stand-alone modules or integrated into
an entire suite of solutions.  Furthermore, our tools can be customized to
fit any Organization Development ("OD") methodology in the market, in
order to take advantage of private label opportunities with established OD
consultants.  In addition to the web-based tools, e-Perception has the
ability to provide ongoing training and consulting to our customers through
our on-staff OD specialists and through partnership arrangements with OD-
focused consulting firms.

Using online assessments and professional consulting, e-Perception
Insight Solutions? provides information and insights that empower
management to maximize organizational effectiveness, employee performance
and workforce productivity, resulting in cost savings, high rates of
retention, employee satisfaction and ultimately customer satisfaction.  We
market our products through three channels; our geographically dispersed
direct sales force, strategic alliance partners and value-added resellers.

We market our products primarily through our direct sales force and
strategic alliance partners to companies across a wide variety of
industries.   The Company's sales team currently is comprised of three
people, located in Southern California, and Baltimore.  As of March 31,
2003, we provided our products and solutions to Dell Computer, Sharp
HealthCare, StorageTek, Data Systems, United Technologies Corporation,
Alignment Strategies, Hay Group, Halliburton, Irvine Company, Landmark
Graphics, and Port of San Diego, among others.

Where appropriate, references to "e-Perception", the "Company," "we"
or "our" includes e-Perception, Inc. and e-Perception Technologies, Inc.

Application of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses,

                                      9

<PAGE>

and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate these estimates,
including those related to customer programs and incentives, product
returns, bad debts, inventories, investments, intangible assets, income
taxes, warranty obligations, contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

We consider the following accounting policies to be both those most
important to the portrayal of our financial condition and those that
require the most subjective judgment:

  -  Revenue recognition;
  -  accounting for income taxes;

You should refer to our Annual Report on Form 10-KSB filed on April 15,
2003 for a discussion of our critical accounting policies.

RESULTS OF OPERATIONS

For the Three Month Period Ended March 31, 2003
-----------------------------------------------


Net Revenues

Net revenues decreased $151,849, or 30 percent, to $353,088 in the first
quarter of 2003, as compared to the same period in 2002.  This decrease was
primarily due to the reduction in business activity as the Company re-
focused it efforts on three product offerings, a reduction and re-alignment
of the Company's sales force and marketing activities.

Cost of Revenues

Cost of revenues consists of staffing, referral fees paid to third parties,
Operations overhead (including launching and deploying assessment surveys)
and outsourced software development.  Cost of revenue decreased by $67,088
to $190,518, or 54 percent of net revenues for the current three-month period,
as compared to $257,606, or 51 percent of net revenues in the prior three-
month period.  The decrease in cost of revenues was primarily due to the
decreased staffing in the operations department.

Research and Development

Research and development expenses consist of personnel expenses and
associated overhead. The Company's investment in research and development
decreased $1,559 to $104,739, or 30 percent of sales for the current three-
month period, as compared to $106,298, or 21 percent of sales in the prior
three-month period.

Costs incurred in the research and development of new software products are
expensed as incurred. e-Perception expects research and development
expenses to continue to increase in absolute dollars as the Company
continues to invest in the enhancement of existing products and the
development of new products.

Sales and Marketing

Sales and marketing expenses include salaries and expenses of sales and
marketing personnel, advertising and promotion expenses, travel and
entertainment, and other selling and marketing costs. Sales and marketing
expenses decreased by $76,358 to $317,572, or 90 percent of sales for the
current three month period, as compared to $393,930 in the prior three
month period. This decrease was primarily due to decreases in staffing, and
personnel related expenses.

                                      10


<PAGE>

General and Administrative

General and administrative expenses, which include personnel costs for
finance, administration, information systems, and general management, as
well as facilities expenses, professional fees, legal expenses, and other
administrative costs, decreased by $52,324 to $392,886, or 111 percent of
sales for the current three month period, as compared to $445,210 in the
prior three month period.  The decrease was primarily due to a decrease in
staffing.

Other income (expense)

Other income and expense includes interest income and interest expense.
Interest income is primarily derived from short-term interest-bearing
securities and money market accounts.  Interest expense for the first
quarter of 2003 was $9,554 compared to $8,381 interest expense for the same
period in 2002.  Interest income for the first quarter of 2003 was $269
compared to $366 for the same period in 2002, primarily due to a decrease
in the average balance of invested cash and short-term investments.

Recovery of bad debt relates to a customers account that was written off as
uncollectible in 2002 that was collected in April 2003.  The receivable was
reestablished at March 31, 2003.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003, our cash and cash equivalents and short-term investments
were equal to $116,445.  The Company's principal cash requirements are for
operating expenses, including employee costs, funding of accounts
receivable, capital expenditures and funding of the operations. The
Company's primary sources of cash had been from private placements of the
Company's preferred or common stock and a revolving line of credit.

During the first quarter of 2003, the Company used $464,427 for operating
activities, as compared to $404,575 for the same period in 2002.  The
increase in cash use was primarily due to the increase in accounts
receivable.

On April 29, 2002, Avintaquin Capital, LLC, ("Avintaquin"), an affiliate
of three of the Company's shareholders, provided the Company with a bridge
loan in the original principal amount of $60,000. The bridge loan is
secured by certain assets of the Company. The bridge loan bears interest at
a rate of 12% per annum. On June 29, 2002, Avintaquin and the Company
entered into an amendment to the bridge loan and extended the maturity date
of the loan until April 29, 2003.  In connection with this amendment, and,
as additional consideration for extending the bridge loan, the Company
issued a warrant to Avintaquin for the purchase of 60,000 shares on the
Company's common stock at an exercise price of $1.60 per share.  This
warrant has a term of four years.  On December 31, 2002, the Company
converted $10,000 of the principal balance outstanding to common stock of
the Company.  As of March 31, 2003, the outstanding balance on the bridge
loan was $56,669 including principal and interest.

In March 2003, the Company initiated a private placement of its common
stock, which opened at $0.25 per share.  The Company will be dependent upon
the successful completion of this private placement, and perhaps upon the
successful completion of other financing activities, in order to operate
its business over the next 12 months.  Given the lack of the Company's
current cash position, such external sources of financing will be critical
to the Company's future operations.  Our need for such additional financing
depends in part on our future performance, which, in turn, is subject to
general economic conditions, and business and other factors beyond our
control. There can be no assurance that we would be able to obtain such
financing, or that any financing would result in a level of net proceeds
required.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain statements contained in this Annual Report on Form 10-QSB,
including, without limitation, statements containing the words "believes,"
"anticipates," "estimates," "intends," "expects" and words of similar
import, constitute forward-looking statements within the meaning of the
Private Securities Reform Act of 1995. Actual results could vary materially
from those expressed in those statements. If any of the following risks
actually occurs, our business, financial condition or operating results
could be materially adversely affected.  The risks set forth below are not
the only risks facing us.  Additional risks and uncertainties not presently
known to us, or that we currently see as immaterial, may also harm our
business.

                                      11

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

 (a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer,
we conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-14(c) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of
the filing date of this report. Based on their evaluation, our principal
executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective.

(b) There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in paragraph
(a) above.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEDURES

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
     --------

     99.1  Certification of Chief Executive and Chief Financial Officer

(b)  Reports on Form 8-K
     -------------------

     A Current Report on Form 8-K dated March 17,2003, was filed with the
     Securities and Exchange Commission reporting the resignation of a
     director.

---------------


                                      12

<PAGE>

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               e-PERCEPTION, INC.

Date:  May 19, 2003            By:    /s/     Joseph Flynn
                                    ---------------------------------
                                              Joseph Flynn
                                              Chief Executive Officer
                                              (Principal Executive Officer)

                                      /s/     James P. Stapleton
                                    ---------------------------------
                                              James P. Stapleton
                                              Chief Financial Officer
                                              (Principal Financial Officer)

                                      13


<PAGE>

CERTIFICATION

In connection with the Quarterly Report of e-Perception, Inc. (the
"Company") on Form 10-QSB for the quarter ending March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), we, Joseph Flynn, Chief Executive Officer and Director and
James P. Stapleton, 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 to the best of on my knowledge:

(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 results of the
Company.

Date:  May 19, 2003

                   By:    /s/     Joseph Flynn
                        -------------------------------
                                  Joseph Flynn
                                  Chief Executive Officer

                          /s/     James P. Stapleton
                        -------------------------------
                                  James P. Stapleton
                                  Chief Financial Officer

                                      14