2
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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

         [x]      Transition report under Section 13 or 15(d) of the Exchange
                  Act

         For the transition period from __________ to __________

                         Commission file number 0-29489

                                MALACOLOGY, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

          NEVADA                                                 33-0850627
-------------------------------                             --------------------
(State or Other Jurisdiction of                                 (IRS Employer
Incorporation or Organization)                               Identification No.)

                        1101 Channelside Drive, Suite 241
                              Tampa, Florida 33602
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (813) 864-3900
                -----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


                                       N/A
              ----------------------------------------------------
              (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 [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of April 30, 2003 there
were 1,000,000 shares of common stock issued and outstanding, par value $0.001,
and no shares of preferred stock are issued and outstanding.

<PAGE>

                                MALACOLOGY, INC.

                                      INDEX
                                                                          Page

Part I   Financial Information

Item 1.  Financial Statements

         Balance Sheets as of March 31, 2003 (unaudited)
           and December 31, 2002                                            3

         Statements of Operations for the three months ended
           March 31, 2003 and 2002, and for the period from inception,
           April 9, 1998, through March 31, 2003 (unaudited)                4

         Statements of Cash Flows for the three months ended
           March 31, 2003 and 2002, and for the period from inception,
           April 9, 1998 through March 31, 2003 (unaudited)                 5

         Notes to financial statements                                    6-8


Item 2.  Management's Discussion and Analysis or Plan of Operation          9
Item 3.  Controls & Procedures                                             12


Part II  Other Information                                                 13

Item 1.  Legal Proceedings                                                 13
Item 2.  Changes in Securities                                             13
Item 3.  Defaults Upon Senior Securities                                   13
Item 4.  Submission of Matters to a Vote of Security Holders               13
Item 5.  Other Information                                                 13
Item 6.  Exhibits and Reports on Form 8-K                                  13

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                MALACOLOGY, INC.
                                        (A Development Stage Enterprise)

                                                 Balance Sheets

ASSETS

                                                                                 March 31, 2003       December 31,
                                                                                   (unaudited)            2002
                                                                                  -------------       -------------
<S>                                                                               <C>                 <C>
Cash                                                                              $         227       $         683
                                                                                  -------------       -------------
           Total current assets                                                             227                 683

Equipment, net of accumulated depreciation of $800 and $640, respectively                 1,123               1,283
                                                                                  -------------       -------------
              Total assets                                                        $       1,350       $       1,966
                                                                                  =============       =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                                  $      52,188       $      55,107
Accrued salaries & interest                                                             322,263             250,879
Advances from officer                                                                   178,363             165,116
Convertible notes payable                                                               159,950             159,950
                                                                                  -------------       -------------
           Total current liabilities                                                    712,764             631,052
                                                                                  -------------       -------------
           Total liabilities                                                            712,764             631,052
                                                                                  -------------       -------------

Stockholders' equity (deficit)
   Preferred stock, $0.001 par value; 2,000,000 shares authorized;
     no shares issued and outstanding                                                         -                   -
   Common stock, $0.001 par value; 20,000,000 shares authorized;
     1,000,000 shares issued and outstanding                                              1,000               1,000
   Deficit accumulated during the development stage                                    (712,414)           (630,086)
                                                                                  -------------       -------------
           Total stockholders' equity (deficit)                                        (711,414)           (629,086)
                                                                                  -------------       -------------
           Total liabilities and stockholders' equity (deficit)                   $       1,350       $       1,966
                                                                                  =============       =============


                                  See accompanying notes to financial statements

                                                         3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                MALACOLOGY, INC.
                                        (A Development Stage Enterprise)

                                            Statements of Operations
                                                   (Unaudited)



                                                                                              Period From
                                                                                                Inception
                                                              Three Months                    April 9, 1998
                                                                  Ended                          Through
                                                                 March 31,                       March 31,
                                                          2003               2002                  2003
                                                     --------------     --------------         ------------
<S>                                                  <C>                <C>                    <C>
Consulting fees                                      $            -     $      (58,754)        $   (244,447)

General and administrative expenses                         (82,328)          (114,516)            (540,596)
                                                     --------------     --------------         ------------
Loss before extraordinary item                       $      (82,328)    $     (173,270)        $   (785,043)

Extraordinary items:

Gain on forgiveness of related party
  payable (note 3)                                                -                  -               72,629
                                                     --------------     --------------         ------------

Net loss                                             $      (82,328)    $     (173,270)        $   (712,414)
                                                     ==============     ==============         ============

Weighted average number of common
  Shares outstanding                                      1,000,000          1,000,000            1,000,000
                                                     ==============     ==============         ============

Net loss per share                                   $        (0.08)    $        (0.17)        $      (0.71)
                                                     ==============     ==============         ============




                                 See accompanying notes to financial statements

                                                         4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                MALACOLOGY, INC.
                                        (A Development Stage Enterprise)

                                            Statements of Cash Flows
                                                   (Unaudited)


                                                                                                     Period From
                                                                                                      Inception,
                                                           Three Months         Three Months         April 9, 1998,
                                                               Ended               Ended                Through
                                                             March 31,           March 31,             March 31,
                                                               2003                2002                   2003
                                                          ---------------     ---------------       ---------------
<S>                                                       <C>                 <C>                   <C>
Cash flows from operating activities
   Net loss                                               $       (82,328)    $      (173,270)      $      (712,414)
   Adjustments to reconcile net loss to net cash
     used by operating activities
        Depreciation expense                                          160                 160                   800
        Issuance of common stock for services                           -                   -                 1,000
        Decrease in other current assets                                -              12,500                          -
        (Decrease) increase in accounts payable                    (2,919)                  -                52,188
        Increase in accrued expenses                               71,384             103,527               322,263
                                                          ---------------     ---------------       ---------------
               Net cash used by operating activities              (13,703)            (57,083)             (336,163)
                                                          ---------------     ---------------       ---------------

Cash flows from investing activities
    Acquisition of equipment                                            -                   -                (1,923)
                                                          ---------------     ---------------       ---------------
Cash flows from financing activities
   Advances from officer                                           13,247                   -               178,363
   Convertible debentures redeemed                                      -                   -                  (300)
   Proceeds from convertible notes payable                              -              50,000               160,250
                                                          ---------------     ---------------       ---------------
               Net cash provided by financing activities           13,247              50,000               338,313
                                                          ---------------     ---------------       ---------------

Net (decrease) increase in cash                                      (456)             (7,083)                  227

Cash, beginning of period                                             683               7,145                     -
                                                          ---------------     ---------------       ---------------
Cash, end of period                                       $           227     $            62       $           227
                                                          ===============     ===============       ===============

Supplemental disclosure of cash flow information:

   Cash paid during the period for:
      Interest                                            $             -     $             -       $            39
                                                          ===============     ===============       ===============
      Income taxes                                        $             -     $             -       $             -
                                                          ===============     ===============       ===============



                                     See accompanying notes to financial statements

                                                          5
</TABLE>
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies

         Basis of Presentation

         Malacology, Inc. (A Development Stage Enterprise) (the "Company") was
         incorporated on April 9, 1998 under the laws of the State of Nevada.
         The Company intends to develop operating opportunities through business
         combinations or mergers. To date, the Company has not conducted any
         significant operations, and its activities have focused primarily on
         organizational efforts, corporate compliance matters and locating
         potential merger candidates. Since the Company has not yet commenced
         any principal operations, and has not yet earned significant revenues,
         the Company is considered to be a development stage enterprise as of
         March 31, 2003.

         The accompanying financial statements include the accounts of the
         Company from the date of its formation.

         The accompanying unaudited financial statements have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America for interim financial information and the
         instructions to Form 10-QSB. Accordingly, they do not include all the
         information and footnotes required by accounting principles generally
         accepted in the United States of America for complete financial
         statements. In the opinion of management, the interim financial
         statements include all adjustments considered necessary for a fair
         presentation of the Company's financial position, results of operations
         and cash flows for the three months ended March 31, 2003 and 2002.
         These statements are not necessarily indicative of the results to be
         expected for the full fiscal year. These statements should be read in
         conjunction with the financial statements and notes thereto included in
         the Company's Form 10-KSB for the year ended December 31, 2002 as filed
         with the Securities and Exchange Commission.

                                       6
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies (continued)

         Capital Structure

         On April 10, 1998, the Company's Board of Directors approved the
         issuance of 1,000,000 shares of common stock to the Company's founders
         for services which were valued at a nominal amount approximating fair
         value ($1,000 recorded as general and administrative expenses in the
         accompanying statement of operations). Of these shares, 824,500 shares
         were issued to two officers of the Company, and as of December 31,
         2000, such shares were owned by one officer.

         In October 2001, the Company's then majority stockholder and sole
         officer and director and one other former stockholder sold 970,000
         shares of the Company's common stock to Contract Consultants
         International, Inc. ("CCI") for cash of $25,000. CCI sold the same
         970,000 shares of the Company's common stock to the Company's current
         President and sole director for $100,000 cash. Such transactions
         resulted in a change in control of the Company.

         The Company also granted stock options pursuant to an employment
         agreement with the Company's former Chief Financial Officer. The
         employment agreement was terminated and the options cancelled.

         Going Concern and Management's Plans

         The Company has not commenced significant operations and has limited
         financial and other resources. Such matters raise substantial doubt
         about the Company's ability to continue as a going concern.
         Management's plans with respect to these conditions are to search for
         additional sources of debt and/or equity financing and new operating
         opportunities through business combinations or mergers. In the interim,
         the Company will require minimal overhead, and key administrative and
         management functions will be provided by consultants and stockholders.
         Accordingly, the accompanying financial statements have been presented
         under the assumption that the Company will continue as a going concern.

                                       7
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

1.       Basis of Presentation, Capital Structure, and Significant Accounting
         Policies (continued)

         Management Estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities, and disclosure of contingent assets
         and liabilities at the date of the financial statements, and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

2.       Advances from Officer

         As of March 31, 2003, the Company has received advances from its
         President and sole director in the aggregate amount of $178,363. As of
         the date of this report, such advances are not subject to formal,
         written agreements, have no stated repayment terms, do not bear
         interest, and are not collateralized.

3.       Commitments

         Employment Agreements

         The Company has an employment agreement with its President, who is the
         Company's sole director and majority shareholder. The agreement
         provides for minimum annual salary of $250,000, subject to annual
         $25,000 increases, over the term of the agreement of five years. The
         agreement also provides for minimum severance payments equal to three
         times the President's current salary. The Company's President is
         entitled to receive annual bonuses equal to 60% of his then annual
         salary, provided that such bonus will be reduced to the extent that it
         exceeds the Company's net profit (as defined).

         The employment agreements also indemnifies the President from any
         damage or liability of any nature, including all costs and expenses,
         that may be imposed upon the President while performing his duties as
         President, or from his involvement in Rann International Trading
         Company, a previous employer. During the quarter ended March 31, 2003,
         the Company paid legal fees on behalf of the President aggregating
         approximately $3,000.

         The Company also had a two year employment agreement with its Chief
         Financial Officer dated October 2001. The agreement provided for an
         annual salary of $150,000, 125,000 three-year common stock purchase
         options (subject to vesting terms), and 25,000 shares of the Company's
         common stock. Subsequently, the Company and the Chief Financial Officer
         entered into an arrangement whereby the shares of common stock and
         common stock purchase options are to be issued upon acquisition by the
         Company of certain assets or equity defined in the arrangement. In June
         2002, the Chief Financial Officer terminated the employment agreement.

         As of March 31, 2003, the Company had accrued salaries payable of
         $306,600, and such amount is included in accrued expenses in the
         accompanying balance sheet.

                                       8
<PAGE>

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

         The following discussion contains certain forward-looking statements
that are subject to business and economic risks and uncertainties, and the
Company's actual results could differ materially from those forward-looking
statements. The following discussion regarding the financial statements of the
Company should be read in conjunction with the financial statements and notes
thereto.

BACKGROUND OF THE COMPANY

         The Company was organized under the Laws of the State of Nevada, on
April 9,1998, as a blank check or shell company whose primary purpose is to
engage in a merger with, or acquisition of one or a small number of private
firms. Such firms are expected to be private corporations, partnerships or sole
proprietorships. From inception through the present time, the primary activity
of the Company has been directed towards organizational efforts, compliance
matters and locating potential merger candidates.

         On October 22, 2001, M. Richard Cutler, at that time a principal
shareholder of the Company and the Company's sole officer and director and Vi
Bui, at that time a principal shareholder of the Company, sold an aggregate of
970,000 shares of the Company's common stock to Contracts Consultants
International, Inc. ("CCI"), a Florida corporation. Simultaneously therewith,
CCI sold those same 970,000 shares to Mr. Vivek Rao. These shares represent 97%
of the issued and outstanding shares of the Company. As a result of the above
described transactions, Vivek R. Rao became the "control person" of the Company
as that term is defined in the Securities Act of 1933, as amended (the "Act").
Simultaneously with these transactions, the board of directors nominated Vivek
R. Rao to the board of directors and all former officers and directors resigned,
thereby leaving Mr. Rao the Company's sole director. Vivek R. Rao was then
appointed the Company's CEO, President, Secretary and Treasurer.

         The Company is still a "blank check" or "shell" company. At present,
the Company has no business opportunities under contemplation for acquisitions.

GENERAL OVERVIEW

         The Company's activities since inception have been limited to
organizational matters, compliance efforts and locating potential merger
candidates, and the Company has not engaged in any operating activity since its
inception.

         The Company has registered its Common Stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934
(the Exchange Act) and Rule 12(g) thereof. The Company files with the Securities
and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

         The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.

         Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.

                                       9
<PAGE>

         These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions; (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States capital
market.

         A private company which may be interested in a business combination
with the Company may include (1) a Company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (3) a company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a company which
believes that it will be able to obtain investment capital on more favorable
terms after it has become public; (5) a foreign company which may wish an
initial entry into the United States securities market; (6) a special situation
company, such as a company seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option Plan; and, (7) a company
seeking one or more of the other benefits believed to attach to a public
company.

         The Company is authorized to enter into a definitive agreement with a
wide variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

         As of the date hereof, management has not made any final decision
concerning, and has not entered into any agreements for, a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are advised to see if
the Company has subsequently filed a Form 8-K.

         There is no trading market for our common stock and no market may ever
exist for the Company's common stock. The Company plans to assist broker-dealers
in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended, so that such brokers can trade the Company's common stock in the
Over-The-Counter Electronic Bulletin Board (the "Bulletin Board") and to attempt
to list the Company's common stock on the "Bulletin Board Exchange" ("BBX")
proposed by the Nasdaq Stock Market, if it replaces the Bulletin Board. There
can be no assurance to investors that any broker-dealer will actually file the
materials required in order for such Bulletin Board trading to proceed or that
the Company will be able to list its common stock on the BBX.

         In 2003, subject to approval of the Securities and Exchange Commission,
the NASDAQ Stock Market intends to phase out the OTC Bulletin Board, and replace
it with the BBX. As proposed, the BBX will include an electronic trading system
to allow order negotiation and automatic execution. The NASDAQ Stock Market has
indicated its belief that the BBX will bring increased speed and reliability to
trade execution, as well as improve the overall transparency of the marketplace.
Specific criteria for listing on the BBX have not yet been announced, and the
BBX may provide for listing criteria which the Company may not meet. If the OTC
Bulletin Board is phased out and the Company does not meet the criteria
established by the BBX, there may be no transparent market on which the
Company's securities may be included. In that event, investors may have
difficulty buying and selling the Company's securities.

                                       10
<PAGE>

THREE MONTHS ENDED MARCH 31, 2003 COMPARED WITH THE THREE MONTHS ENDED
MARCH 31, 2002.

         During the three months ended March 31, 2003 the Company incurred
general, administrative and consulting expenses in the amount of $82,328 as
compared to $173,270 for the same period ended March 31, 2002. The Company has
incurred these expenses in connection with its strategy to seek an acquisition
candidate. This reduction is primarily the result of lower consulting fees
($58,754), a decrease in payroll costs ($26,398) and decrease in travel and
entertainment costs ($8,549).

Liquidity

         The Company has financed its operations through advances from its
President and from the sale of convertible debentures. During October and
November 2001 the Company sold an aggregate of $11,475 of the Company's 5%
senior subordinated convertible debentures due December 31, 2002. The debentures
are convertible into the Company's common stock at $.001 per share. During July
2002, the Company retired a portion of the debentures by paying the debenture
holders an aggregate of $1,264, inclusive of accrued interest.

         On November 30, 2001, the Company authorized the issuance of 8%
subordinated convertible debentures due June 30, 2003 in the aggregate amount of
$500,000. These debentures are convertible into the Company's Common Sock at
$.50 per share. As of March 31, 2003 the Company sold an aggregate of $150,000
of these debentures. From time to time Vivek Rao, the Company's CEO, makes loans
to the Company. As of March 31, 2003, the Company owed Mr. Rao $178,363. As of
the date of this report, such loans are not subject to formal, written
agreements, have no stated repayment terms, do not bear interest, and are not
collateralized.

         At March 31, 2003, the Company had $227 in cash and total assets of
$1,350. As of that same date the Company had total current liabilities of
$712,764, and had a working capital deficit of $711,414.

         The Company will attempt to improve liquidity and capital resources in
the short term by loans from related parties and private financing activities of
both the Company's equity and debt securities. There can be no assurance that
the Company will be successful in these efforts and if it does not address its
financing needs, it could no longer be viable. Inflation

         Management believes that inflation has not had a material effect on the
Company's results of operations.

                                       11
<PAGE>

Item 3.  Controls and Procedures

         Under the supervision of our sole officer and director, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our sole officer and director has
concluded that these controls and procedures are effective. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our sole executive officer, as appropriate to allow timely decisions
regarding required disclosure.

                                       12
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None

Item 2.  Changes in Securities.

         None


Item 3.  Defaults Upon Senior Securities.

         In November 2001, the Company issued convertible notes payable in the
         aggregate amount of $11,475. The related notes payable bear interest at
         5% per annum and interest is payable December 31, 2001, and quarterly
         thereafter. The notes payable were due on December 31, 2002, and $1,525
         of notes payable and $53 of accrued interest was repaid to certain note
         holders. The notes payable are convertible into shares of the Company's
         common stock at $0.001 per share. Convertible notes payable aggregating
         $5,500 were issued to relatives of the Company's officers.

         In December 2001, the Company issued convertible notes payable in the
         aggregate amount of $100,000. The related notes payable bear interest
         at 8% per annum and interest is payable on December 31, 2001, and
         quarterly thereafter. As of December 31, 2002, no interest payments
         have been made by the Company. The notes payable are due on June 30,
         2003, and are convertible into shares of the Company's common stock at
         $1.00 per share. In January 2002, the Company issued convertible notes
         payable in the aggregate amount of $50,000 under the same terms.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to the security holders for a vote.

Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  99.1     Certification pursuant to 18 U.S.C. Section 1350 by
                           the Company's Chief Executive Officer

                  99.2     Certification pursuant to 18 U.S.C. Section 1350 by
                           the Company's Chief Financial Officer

         (b)      Reports on Form 8-K. None.

                                       13
<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.


                                                     MALACOLOGY, INC.


Dated: May 10, 2003                                  By:   /s/ Vivek R. Rao
                                                         -----------------------
                                                         Vivek R. Rao
                                                         Chief Executive Officer

                                       14
<PAGE>

                                  CERTIFICATION


         I, Vivek R. Rao, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Malacology,
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
respect 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, is made
                  known to me by others, 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 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. 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.


May 10, 2003

                                            /s/ Vivek R. Rao
                                            ------------------------------------
                                            Vivek R. Rao, President, CEO and CFO

                                       15