SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            Form 10-KSB

[X}    ANNUAL REPORT PURSUANT TO SECTION 13 OR (15d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

For the annual period ended December 31, 2001

[ ]    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR
       15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
       for the transition period from
       ___________________ to __________________

           Commission File Number 000-27129

               Asian Financial, Inc.
       (Exact Name of Small Business Issuer as
             specified in its charter)
<TABLE>
<CAPTION>
            
                                         <c>
           NEVADA                                   91-1922225
(State or other Jurisdiction of                   I.R.S. Employer
Incorporation or Organization)                 Identification Number

83-888 Ave. 51, Coachella, CA                         92236
(Address of principal executive office)            (Zip Code)
</TABLE>
               (760) 398-9700
         (Issuer's Telephone Number)

Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or (15d) 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 [ ]   No [X]

Indicate the number of shares outstanding of each of the issuer's
classes of Common Equity, as of the latest practicable date.
<TABLE>
<CAPTION>

                                               <c>
Common Stock, $.001 par value                  1,500,000
                                     Number of Shares Outstanding
                                         At December 31, 2001
</TABLE>





<PAGE>2

                                 PART I

Item 1.  Description of Business.

Business Development.

Asian Financial, Inc. (the "Company") was organized under the laws of
the State of Nevada on August 10, 1998.  The Company was incorporated
to engage in any lawful activity.

The Company's articles initially authorized the company, to issue a
total of 100,000,000 shares of common stock, and 1,000,000 preferred,
all with par value of $0.001.

Common Stock

On August 20, 1998 473,250 shares of Common Stock were issued to
individuals for services rendered.

On December 15, 1998, 1,026,750 shares of Common Stock were sold at par
of $.001 per share, for a total value of $1,026.75.  Total shares
issued and outstanding at year end December 31, 1998 were 1,500,000.

As of December 31, years 1998 to 1999, and, 2000 and 2001, there were
1,500,000 share issued and outstanding.

Preferred Stock

No Preferred Stock has been issued since inception (August 10, 1998)
through years ended December 31, 2001 and 2000.


Item 2. Description of property

The company's headquarters in Coachella CA is furnished by the
Company's President.

Item 3. Legal Proceedings

None

Item 4. Submission of matters to a vote of security holders.

None
                                Part II

Item 5 Management's Discussion and Analysis or Plan of Operation

Plan of Operation

The Company has not engaged in any material operations or had any
revenues from operations during the past fiscal year.

During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing.

<PAGE>3

Item 6. Results of Operations
The Company has had no material operations since inception. (Losses)
for the four years (1998-2001) were ($40,603).

Liquidity.

The Company had no liquidity during the fiscal years ended December 31,
2001 and 2000.  Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next
twelve months by issuance of debt or equity securities.  The Company
has no loan agreements with any officer or director.

Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities.  If there are no
funds available, it is expected that management would contribute these
amounts to capital to pay these liabilities in hopes of enhancing the
value of their stock ownership.

Item 7.  Security Ownership of Certain Beneficial Owners and
Management.

The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock and/or
management as of the date hereof, to wit:
<TABLE>
<CAPTION>
                                                          Percent of
                                     Number of Shares    1,500,000 SHS.
Name and Address                    Beneficially Owned    Outstanding
-------------------------------     ------------------   -------------

                                         <c>                <c>
LISTING 473,250 SHS ISSUED 8/20/98
Dempsey K.  Mork                          75,000*              5.00%*
83-888 Avenue 51
Coachella, CA 92236 (1)

Norbert L. LeBoeuf                        30,750               1.90%
83-888 Avenue 51
Coachella, CA 92236
                                       ---------             ------
  Sub Total Officers/Directors           105,750               6.90%
(1)Addresses are in c/o the Company

Other Shareholders/Former Associates:
 Randall A. Baker                         30,750               2.05%
 P.O. Box 1025
 Morongo Valle, CA 92256

 Robert Filiatreaux                       37,500               2.50%
 77545 Chillon
 La Quinta, CA 92253


<PAGE>4

Magellan Capital Corp.                   225,000              15.00%
83-888 Ave. 51
Coachella, CA 92236

Magellan Litigation Services              76,500               5.10%
83-888 Avenue 51
Coachella, CA 92236
                                       ---------             ------
  Total SHS Issued 8/20/98               473,250              31.55%
    For Services Rendered              ---------             ------

LISTING 1,026,750 SHS SOLD 12/15/98
Magellan Capital Corp.
 Dempsey K. Mork
 Pension Plan and Trust                  450,000*             30.00%*
 83-888 Ave. 51
 Coachella, CA 92236

Magellan Capital Corp.
 Dempsey K. Mork
 Profit Sharing Plan and Trust           450,000*             30.00%*
 83-888 Ave. 51
 Coachella, CA 92236

Shares sold to other individuals         126,750               8.45%
                                       ---------             ------
  Total SHS Sold 12/15/98              1,026,750              68.45%
                                       ---------             ------
 TOTAL SHS ISSUED FROM INCEPTION
   (8/10/98 THROUGH PRESENT PERIOD)    1,500,000             100.00%
                                       =========             ======
</TABLE>
*Beneficial ownership of Dempsey K. Mork

Item 8. Security Ownership of Management.

The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
<TABLE>
<CAPTION>
                                Number of Shares          Percent
                               Beneficially Owned      1,500,000 SHS.
Name and Address                 as of 12/31/01         Outstanding
--------------------           ------------------      -------------

                                   <c>                   <c>
Dempsey K. Mork                     975,000*              65.00%
83-888 Avenue 51
Coachella, CA 92236

Norbert L. Le Boeuf                  28,500                1.90%
P.O. Box 3171                     ---------               -----
Palm Springs, CA 92262
     Totals:                      1,003,500               66.90%
                                  =========               =====
</TABLE>
<PAGE>5

See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part III, Item 9, for information concerning the
offices or other capacities in which the foregoing persons serve with
the Company.

Changes in Control.

There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.

                              PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

The following table sets forth the names of all current directors and
executive officers of the Company.  These are the only persons whose
activities are expected to be material to the Company. They will serve
until the next annual meeting of the stockholders (held in November of
each year), or until their successors are elected or appointed and
qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
                                         Date of         Date of
                      Positions        Election or     Termination
Name                  Held             Designation   or Resignation
-------------------  -------------     -----------   --------------

                       <c>              <c>             <c>
Dempsey K. Mork      President,          8/10/1998
                     CEO, Director

Norbert L. LeBoeuf   Chief Financial    12/15/2001
                     Officer, Director
</TABLE>

Business Experience.

Dempsey Mork is the majority shareholder, President, Chief Executive
Officer and Chairman of the Board of Asian Financial, Inc. since its
formation on August 10, 1998.  Mr. Mork is an officer and director in
the following corporations: Magellan Capital Corp.; Annimal Cloning
Sciences, Inc.; Knickerbocker Capital Corporation; Apex Capital Group,
Inc.; Northstar Ventures, Inc.; Orion U.S.A. Inc.; Silver Bow Antique
Aviation; Southwest Holdings and Development, Inc.; Stonebridge
Investment, Inc.; and, Woodstock Tree Farms.  Mr. Mork assists
companies in complying with securities regulations, and raising
capital. Beginning in 1992 through 1996 Mr. Mork maintained offices in
Geneva, Switzerland and for part of that time Hong Kong.  During this
period, Mr. Mork arranged financing for small US public companies from
European and Asian financial institutions.  He will spend approximately
20 hours per month on Asian Financial's business activities.

Mr. Norbert LeBoeuf is a shareholder, officer and director of Asian
Financial.  He has been responsible for all accounting and tax
functions for all Companies with which Mr. Mork has been affiliated.

<PAGE>6

Mr. LeBoeuf's professional career includes three years in the U.S.
Marine Corps Legal and Administrative functions (1952-55) and forty
years in all areas of accounting and tax for small, medium and large
(Fortune 500 Companies) in Electronics, Manufacturing and Aerospace.
He will spend approximately 20 hours per month on Asian Financial's
business activities.

Significant Employees.

The Company has no employees who are not executive officers.

Executive Compensation.

None

(1)     On August 29, 1998, 473,250 shares of "unregistered" and
"restricted" shares of the Company's common stock, were issued for
services rendered, as follows:
<TABLE>
<CAPTION>
                No. SHS   ISSUED TO
                -------   -------------------------

               <c>              <c>
                225,000   Magellan Capital Corp.
                 76,500   Magellan Litigation Corp.
                 75,000   Dempsey K. Mork
                 30,750   Randall A. Baker
                 37,500   Robert J. Filiatreaux
                 28,500   Norbert L. Le Boeuf
                -------
                473,250     TOTAL SHARES ISSUED
                =======
</TABLE>

There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

Employment Contracts and Termination of Employment and Change-in-
Control Arrangements.

There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any
director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.






<PAGE>7


                       SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    May 14, 2003

Asian Financial, Inc.

/s/ Dempsey K. Mork
--------------------------------------------
By:  Dempsey K. Mork, President/CEO-Director

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.

<TABLE>
<CAPTION>

Signature                    Capacity                    Date

                             <c>                      <c>

/s/Dempsey K. Mork         President/CEO              5/14/2003
---------------------        Director
Dempsey K. Mork

/s/Norbert LeBoeuf         Chief Financial Officer/   5/14/2003
---------------------        Director
</TABLE>







<PAGE>8

                           ASIAN FINANCIAL, INC.
                                 PART F/S
                       Index to Financial Statements
                   Report of Certified Public Accountant


Financial Statements
--------------------
  (1) Audited Financial Statements  for 12 months year ended
      December 31, 2001:

      Independent Auditor' Report:
        Balance Sheets at 12/31/01 and 12/31/2000
        Statements of Operations for Years 2001 and 2000
        Statements of Cash Flows for Years 2001 and 2000
        Statements of Stockholders' Equity from inception
         (August 10, 1998 through 12/31/2001)





<PAGE>9


David M. Winings, CPA
Palm Desert, CA  92211






To the Board of Directors
Asian Financial, Inc.
Coachella, California

I have audited the accompanying balance sheet of Asian Financial, Inc.
(a Nevada Corporation) as of December 31, 2001 and the related
statements of income and retained earnings, and cash flows for the
twelve months ended December 31, 2001.

These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  I believe
that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Asian
Financial, Inc as of December 31, 2001, and the results of its
operations and its cash flows for the year ended then ended in
conformity with generally accepted accounting principles.



/s/ David M. Winings
Palm Desert, California
May 16, 2003












<PAGE>10

                            ASIAN FINANCIAL, INC.
                               BALANCE SHEET
                             December 31, 2001
<TABLE>
<CAPTION>
                                        AUDITED         AUDITED
                                          2001           2000
                                        -------         -------
                      ASSETS
                      ======

                                       <c>             <c>
CURRENT ASSETS
  CASH IN BANK                         $    897        $    897

PROPERTY AND EQUIPMENT                      -0-             -0-

OTHER ASSETS                                -0-             -0-
                                         ------          ------
  TOTAL ASSETS                         $    897        $    897
                                         ======          ======


LIABILITIES AND SHAREHOLDERS' EQUITY
====================================
 LIABILITIES
  CURRENT LIABILITIES (NOTE 4)         $ 40,000        $ 30,000

  LONG TERM LIABILITIES                     -0-             -0-
                                         ------          ------
  TOTAL LIABILITIES                      40,000          30,000
                                         ------          ------
SHARE HOLDERS' EQUITY (NOTE  2)
=====================
  PREFERRED STOCK, PAR VALUE $.001;
   1,000,000 AUTHORIZED; -0- SHARES
   ISSUED AND OUTSTANDING AT 12/31/01
   AND 12/31/00                             -0-             -0-
  COMMON STOCK, PAR VALUE $.001;
   100,000,000 AUTHORIZED; 1,500,000
   SHARES ISSUED AND OUTSTANDING
   AT 12/31/2001 AND 12/31/2000           1,500           1,500

  RETAINED EARNINGS (DEFICIT)           (40,603)        (30,603)
                                         ------          ------
  TOTAL SHAREHOLDERS' EQUITY(DEFICIT)   (39,103)        (29,103)
                                         ------          ------
  TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY              $    897        $    897
                                         ======          ======

</TABLE>

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

<PAGE>11

                      ASIAN FINANCIAL, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
         For the Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                      AUDITED      AUDITED
                                        2001         2000
                                      -------      -------

                                     <c>          <c>
  REVENUES                          $    -0-     $    -0-

  EXPENSES
   Administrative Support Services    10,000       10,000

     Office Expense                      -0-          130
                                      ------        -----
     Total Expenses                   10,000       10,130

  INCOME (LOSS) BEFORE TAXES         (10,000)    $(10,130)

  INCOME TAXES                           -0-          -0-
                                      ------       ------
  NET INCOME (LOSS)                 $(10,000)     (10,130)

  BEGINNING RETAINED EARNINGS/
     (DEFICIT)                       (30,603)     (20,473)

  DIVIDENDS                             -0-           -0-
                                      ------       ------
  ENDING RETAINED EARNINGS/
     (DEFICIT)                      $(40,603)    $(30,603)
                                      ======       ======

PER SHARE INFORMATION

BASIC INCOME(LOSS) PER COMMON SHARE  $(0.007)     $(0.007)
                                       -----        -----
 BASIC WEIGHTED AVERAGE NUMBER OF
  COMMON STOCK SHARES OUTSTANDING   1,500,000    1,500,000
                                    =========    =========
DILUTED INCOME(LOSS) PER COMMON SH   $(0.007)     $(0.007)
                                       -----        -----
 DILUTED WEIGHTED AVERAGE NUMBER OF
  COMMON STOCK SHARES OUTSTANDING   1,500,000    1,500,000
                                    =========    =========
</TABLE>

The accompanying notes are an integral part of these financial
statements






<PAGE>12


                ASIAN FINANCIAL, INC.
              STATEMENT OF CASH FLOWS
     For the Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                        AUDITED     AUDITED
                                          2001        2000
                                        -------     -------

                                       <c>         <c>
CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)                      $(10,000)   $(10,130)
ADJUSTMENTS TO RECONCILE NET INCOME
  TO NET CASH PROVIDED BY OPERATING
  ACTIVITIES/INCREASE IN LIABILITIES     10,000      10,000
                                         ------      ------
NET CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES                      -0-     (   130)

CASH FLOWS FROM INVESTING ACTIVITIES        -0-         -0-
CASH FLOWS FROM FINANCING ACTIVITIES
  ISSUE CAPITAL STOCK                       -0-         -0-
                                         ------      ------
NET INCREASE (DECREASE) IN CASH             -0-     (   130)

CASH AT BEGINNING OF YEAR                   897       1,027
                                         ------      ------
CASH AT END OF YEAR                    $    897    $    897
                                         ======      ======

SUPPLEMENTAL DISCLOSURES

INTEREST PAID                          $    -0-    $    -0-
                                         ======      ======
INCOME TAXES PAID                      $    -0-    $    -0-
                                         ======      ======

</TABLE>









The accompanying notes are an integral part of these financial
statements






<PAGE>13

                         ASIAN FINANCIAL, INC.
                    NOTES TO FINANCIAL STATEMENTS
              FOR THE 12 MONTHS ENDED DECEMBER 31, 2001
GENERAL:

The condensed consolidated financial statements of Asian Financial,
Inc. included herein, have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.  Although
certain information normally included in financial statements prepared
in accordance with generally accepted accounting principles has been
condensed or omitted, Asian Financial believes that the disclosures are
adequate to make the information presented not misleading.  The
condensed financial statements for the twelve month period ended
December 31, 2001 should be read in conjunction with the financial
statements and notes thereto included in this report, the Quarterly
Reports on Form 10Q-SB for the year 2001 (March 31, June 30, and
September 30, 2001) and the prior year Asian Financial's Annual Report
on Form 10K-SB for the fiscal year ended December 31, 2000.

The condensed consolidated financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management,
are necessary for fair presentation.

The Company has not commenced operations and has no working capital.

NOTE 1-ORGANIZATION AND BUSINESS PLAN:

Asian Financial, Inc. was organized under the laws of the State of
Nevada on August 10, 1998, under the name "Asian Financial, Inc.".  The
Company was incorporated to engage in any lawful activity.

NOTE 2-STOCK TRANSACTIONS:

The Articles of Incorporation authorized the Company to issue
100,000,000 of shares of Common Stock with a par value of $.001 per
share and 1,000,000 shares of Preferred Stock, with a par value $.001.

Common Stock
On August 20, 1998, the Company issued 473,250 shares of Common Stock,
to individuals (including officers/directors) for consulting services
provided to the company for a total value of $473.25.

On December 20, 1998, the Company issued 1,026,750 shares of stock at
the stated par value of $.001 per share in a cash transaction totaling
$1,026.75.  At the end of December 31, 1998 Common Stock shares issued
and outstanding were 1,500,000, with a total capitalized value of
$1,500.00.

Total shares of Common Stock issued and outstanding were 1,500,000 at
the stated par value of $0.001 per share at December 31, 2001 and 2000.

Preferred Stock
No Preferred Stock shares have been issued and none are outstanding
from inception (August 10, 1998) through year ending December 31, 2001.

<PAGE>14

NOTE 3-ASSETS AND WORKING CAPITAL:

As of the current year ended December 31, 2001, the Company has no
working capital.  The Company has not started operations.  The
President/CEO furnishes office space for the Company Headquarters.

NOTE 4-CONVERTIBLE NOTES PAYABLE $40,000 (12/31/2001).

The $40,000 balance at December 31, 2001 represents the accruals of
$10,000 per year for Management Services rendered on Convertible
Promissory Notes for the period (1998-2001). The notes are convertible
at a rate of $.05/cents per share at the option of the holder.

NOTE 5-GOING CONCERN AND INCIDENTAL COSTS:

Incidental costs to maintain legal registration of the Company in the
State of Nevada and the Security and Exchange Commission have been paid
or assumed by the current officers/directors of the Asian Financial.
This will continue for the foreseeable future.

  (b) List of Exhibits
3.i  Articles of Incorporation
 incorporated by reference
    3.ii By-Laws of Asian Financial, Inc.
 incorporated by reference
    4.i  Form of Specimen of common stock
          incorporated by reference
5.    Exhibit 99 - Certifications pursuant to 18 U.S.C. Section
1350

(B)      REPORTS ON FORM 8-K

ITEM 14.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of Asian Financial, under the supervision and with the
participation of the Chief Executive Officer and the Chief Financial
Officer, conducted an evaluation of the Company's "disclosure controls
and procedures" (as defined in Securities and Exchange Act of 1934 (the
"Exchange Act") Rules 13a-14c) within 90 days of the filing date of
this Annual Report on Form 10-KSB (the "Evaluation Date").  Based on
their evaluation, the Chief Executive Officer and the Chief Financial
Officer have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures are effective to ensure that all
material information required to be filed in this annual report on Form
10-KSB and been made known to them in a timely basis fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in the
Company's internal controls or in other factors that could
significantly affect these controls subsequent to the Evaluation Date
as set forth above.

<PAGE>15
                          CERTIFICATION

I, Dempsey k. Mork, certify that:

   1.   I have reviewed this annual report on Form 10-KSB of Asian
Financial, Inc.

2.   Based on my knowledge, the annual 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 statement were made, not misleading with respect to
the period covered by this annual report;

3.   Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;

4.   The registrant's certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 12a-14 and 15d-14) for the registrant
and we 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 annual
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 annual report (the "Evaluation Date"); and,

   (c)   presented in this annual 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 the registrant's board of
directors (or persons performing the equivalent function):

(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,



<PAGE>16

6.   The resistrant's ofther certifying officers and I have
indicated in this annual 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
respect to significant deficiencies and material weaknesses.

   Date:  May 14, 2003

   /s/ Dempsey K. Mork
   ------------------------
   Dempsey K. Mork, President, Chief Executive Officer



<PAGE>17

                          CERTIFICATION

I, Norbert LeBoeuf, certify that:

1.   I have reviewed this annual report on form 10-KSB of Asian
Financial, Inc.

2.   Based on my knowledge, the financial statements 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 annual report;

3.   Based on my knowledge, the financial statements and other
financial information included in this annual 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 annual report;

4.   The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules l13a-14 and 15d-14) for the registrant
and we 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
entities, particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and,

(c)   Present in this annual 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 the registrant's board of directors (or other
persons performing the equivalent function;

(a)   All significant deficiencies in the design of 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 control



<PAGE>18

6.   The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

   Date:  May 14, 2003

/s/Norbert LeBoeuf
----------------------------------------
Norbert LeBoeuf, Chief Financial Officer