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

                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended: February 28, 2003

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


                         Commission file number 0-28627


                           PRAXIS PHARMACEUTICALS INC.
        (Exact name of small business issuer as specified in its charter)



                UTAH                                87-0393257
    (State or other jurisdiction of                (IRS Employer
     incorporation or organization)              Identification No.)



         1220 - 666 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA V6C 2X8
                    (Address of principal executive offices)


                                 (604) 688-6050
                           (Issuer's telephone number)


       600 - 595 HORNBY STREET, VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
              (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    No   X
                                                                  ---    ----


    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:
            19,021,747 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                FEBRUARY 28, 2003


 Transitional Small Business Disclosure Format (check one);  Yes      No   X
                                                                -----    -----


<PAGE>

                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)












                                       2

<PAGE>
                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                   FEBRUARY 28           MAY 31
                                                                       2003               2002
--------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>
ASSETS

CURRENT
     Cash                                                         $        530       $    46,655
     Other receivable                                                      271             7,063
                                                                  --------------------------------
                                                                           801            53,718
INVESTMENTS                                                                  2                 2
                                                                  --------------------------------

                                                                  $        803       $    53,720
==================================================================================================

LIABILITIES

CURRENT
     Accounts payable                                             $     67,869       $   110,286
     Owing to related parties                                           19,398             2,974
                                                                  --------------------------------
                                                                        87,267           113,260
                                                                  --------------------------------

STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL (Note 2)
     Authorized:
         50,000,000 common shares with a par value of
           $0.001 per share
         10,000,000 preferred shares with a par value of
           $0.001 per share

     Issued:
         19,021,747 common shares at February 28, 2003
         13,362,069 common shares at May 31, 2002                       19,022            13,362

     Additional paid-in capital                                      1,416,305              -

SHARE SUBSCRIPTIONS                                                       -               25,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                    (1,521,791)       (1,296,597)
                                                                  --------------------------------
                                                                       (86,464)          (59,540)
                                                                  --------------------------------

                                                                  $        803       $    53,720
==================================================================================================
</TABLE>


                                       3
<PAGE>
                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        CUMULATIVE
                                                THREE MONTHS ENDED                     NINE MONTHS ENDED                    TO
                                                    FEBRUARY 28                           FEBRUARY 28                   FEBRUARY 28
                                              2003               2002               2003                2002               2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                <C>                 <C>               <C>

PROJECT EXPENSES
  Research agreement
    amendment                             $      -           $      -           $      -            $      -          $     45,000
  Research costs                                 -                    61               -                 26,548            255,883
  Patent costs                                   -                    40              1,024               1,035              9,734
  Related party consulting fees                26,000               4,043            51,000              42,183            187,009
  Royalties                                    13,426               4,841            42,494               4,841             59,428
  Recovered costs
     Cash                                        -                  -                  -                   -              (135,594)
     Investment consideration                    -                  -                  -                   -               (26,000)
                                          ------------------------------------------------------------------------------------------
                                               39,426               8,985            94,518              74,607            395,460
                                          ------------------------------------------------------------------------------------------

ADMINISTRATION EXPENSES
  Bank charges and exchange                       122                 602             2,154                 262             19,833
  Consulting                                   38,043               6,500            38,043              45,765            295,901
  Finder's fees                                  -                  -                  -                   -                 7,500
  Interest on convertible
    debentures                                   -                  -                  -                   -                16,667
  Office and secretarial                       10,637              (2,492)           17,334               4,639             60,567
  Professional fees                             8,829              (2,947)           40,027              14,807            201,619
  Promotion and travel                           -                 15,990            23,619              48,429            330,214
  Related party administration                   -                  1,000            73,237              13,000            199,354
  Gain on sale of investments                 (20,136)            (18,161)          (63,738)            (75,595)          (157,472)
                                          ------------------------------------------------------------------------------------------
                                               37,495                 492           130,676              51,307            974,183
                                          ------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                          (76,921)             (9,477)         (225,194)           (125,914)        (1,369,643)
EQUITY SHARE IN LOSS OF
   INVESTEES                                     -                  -                  -                   -               (26,998)
                                          ------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                       (76,921)             (9,477)         (225,194)           (125,914)        (1,396,641)
DEFICIT ACCUMULATED DURING
   THE DEVELOPMENT STAGE,
   BEGINNING OF PERIOD                     (1,444,870)         (1,260,361)       (1,296,597)         (1,143,774)              -
REORGANIZATION COSTS                             -                  -                  -                   -              (125,000)
LOSS ON SALE OF TREASURY
   SHARES                                        -                  -                  -                    (150)             (150)
                                          ------------------------------------------------------------------------------------------

DEFICIT ACCUMULATED DURING
   THE DEVELOPMENT STAGE,
   END OF PERIOD                          $(1,521,791)       $ (1,269,838)      $(1,521,791)        $ (1,269,838)     $ (1,521,791)
====================================================================================================================================

BASIC LOSS PER SHARE                      $      0.01        $      (0.01)      $     (0.01)        $      (0.01)
=================================================================================================================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING               17,860,134          13,195,402        15,044,202           13,195,402
=================================================================================================================
</TABLE>

                                       4
<PAGE>
                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                     CUMULATIVE
                                                                      NINE MONTHS ENDED                  TO
                                                                         FEBRUARY 28                FEBRUARY 28
                                                                   2003              2002               2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss for the period                                  $  (225,194)     $   (125,914)     $  (1,396,641)
     Add:  Non-cash items:
         Gain on sale of investments                              (63,738)          (75,595)          (157,472)
         Investment consideration for recovered
           costs                                                     -                 -               (26,000)
         Issue of shares and subscriptions
             For services                                         114,620            25,000            376,828
             For research agreement                                  -                 -                45,000
         Interest on convertible debentures                          -                 -                16,667
         Equity share in loss of investees                           -                 -                26,998

     Change in non-cash operating items:
         Other receivable                                           6,792               623               (271)
         Accounts payable                                         (12,417)           16,310             97,869
                                                              -------------    --------------    ----------------
                                                                 (179,937)         (159,576)        (1,017,022)
                                                              -------------    --------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in equity affiliate                                  -                 -                (1,000)
     Proceeds on sale of investments and
       treasury shares                                             63,738            75,445            157,322
                                                              -------------    --------------    ----------------
                                                                   63,738            75,445            156,322
                                                              -------------    --------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Owing to related parties                                      16,424            (8,884)            19,398
     Share capital issued:
         For cash                                                  53,650            50,000            886,292
         For conversion of debentures                                -                 -                50,000
     Reorganization costs                                            -                 -               (94,460)
                                                              -------------    --------------    ----------------
                                                                   70,074            41,116            861,230
                                                              -------------    --------------    ----------------

CHANGE IN CASH                                                    (46,125)          (43,015)               530

CASH, BEGINNING OF PERIOD                                          46,655           100,779               -
                                                              -------------    --------------    ----------------

CASH, END OF PERIOD                                           $       530      $     57,764      $         530
=================================================================================================================
</TABLE>

                                       5

<PAGE>
                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                NOTE TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



1.   BASIS OF PRESENTATION

     The interim consolidated  financial  statements of Praxis  Pharmaceuticals,
     Inc.   (Praxis)  include  the  accounts  of  Praxis  and  its  wholly-owned
     subsidiary, Praxis Pharmaceuticals (International) Pty. Limited., a private
     company  registered  in Australia.  These  financial  statements  have been
     prepared  under  generally  accepted  accounting  principles  applicable to
     interim  financial   statements  and  therefore  do  not  include  all  the
     disclosures required for annual financial  statements.  Accordingly,  these
     interim  consolidated  financial  statements  should be read in conjunction
     with the audited  annual  consolidated  financial  statements  for the year
     ended May 31, 2002 and included with Praxis'  annual report on Form 10-KSB.
     In the  opinion of  management,  these  financial  statements  contain  all
     adjustments necessary to present fairly the financial position,  results of
     operations  and cash flows for the  nine-month  periods ended  February 28,
     2003.  Interim results of operations are not necessarily  indicative of the
     results of operations for the full year.










                                       6
<PAGE>



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

The following  discussion  of the financial  condition and results of operations
for  Praxis  should  be read in  conjunction  with  the  accompanying  financial
statements and related footnotes.

GENERAL

The   Company's   business  is  the   development   and   commercialization   of
non-prescription   therapeutics   and   nutraceuticals   designed   to   prevent
inflammation  and their  sequelae,  and the  development  of cosmetics  for skin
conditions.  To date,  Praxis has not generated any revenues from product sales,
royalties or license fees.  Praxis plans to develop  novel drugs and  cosmetics,
and to  commercialize  these  products  through the  formation of  partnerships,
strategic  alliances and license  agreements  with  pharmaceutical  and cosmetic
companies.

It is expected that the  profitability  and  financial  viability of the Company
will  ultimately  rest with the corporate  alliances it can obtain.  The Company
expects  to incur  significant  operating  losses  over at least the next  three
years. It is likely that these losses may increase in the future as the research
and development and clinical trials continue.  The Company's  profitability will
ultimately  depend upon its ability to reach  development and obtain  regulatory
approval for its products,  and to enter into alliances to develop,  manufacture
and market the  products.  There is no  guarantee  that the Company will ever be
profitable.

Praxis' near-term goals are to raise the funds necessary for working capital and
to develop  strategic  alliances with  established  pharmaceutical  companies in
order to conduct clinical trials and to market approved therapeutics.

Should  Praxis be  unable to raise the  necessary  working  capital  or  develop
strategic  alliances,  it will explore other business  opportunities,  including
those outside the pharmaceutical industry.

RESULTS OF OPERATIONS

The Company continues to incur losses from operations. The net loss for the nine
months ended  February 28, 2003 was $225,194 as compared to $125,914  during the
comparable  nine-month period in 2002. During 2003,  project expenses  increased
from  $74,607  in  2002  to  $94,518,  and  administration   expenses  increased
significantly in 2003.

During 2003,  the Company  realized a gain of $63,738 from the sale of Fairchild
International  stock,  thereby  reducing  its net loss for the nine months ended
February 28,  2003.  In 2002,  the gain on sale of Fairchild  stock was $75,595.
Without  giving effect to this gain,  administration  expenses were $194,414 for
the nine months  ended  February  28,  2003.  This  compares to $126,902 for the
comparable period in 2002. During 2003,  related party  administration  expenses
increased 463% from $13,000 in 2002 to $73,237.  In addition,  professional fees
increased 170% from $14,807 in 2002 to $40,027 in 2003.  The increased  expenses
in 2003  reflect a more  active  search on  management's  part to find  industry
partners  to help  develop  the  Company's  applications,  as well as  increased
corporate overhead costs.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,521,791 at February 28, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  February 28, 2003, the Company has
sold stock for cash of $886,292.  The sale of Fairchild shares has provided cash
of $157,322.  For the nine months ended February 28, 2003,  cash provided by the
sale of Fairchild stock  ($63,738),  the sale of the Company's stock  ($53,650),
and related party advances ($16,424), totaling $133,812, offset $179,937 of cash
used in operating activities.

                                       7
<PAGE>


At February 28, 2003, the Company's working capital was a deficit of $86,466, as
compared  to a deficit of  $59,542  at May 31,  2002.  The  decrease  in working
capital was due primarily to the decrease in cash used for operations.

Until such time as the Company obtains agreements with third-party  licensees or
partners  to  provide  funding  for  the  Company's   anticipated  research  and
development  activities,  the Company will be dependent  upon  proceeds from the
sale of  securities.  Further,  substantial  funds will be  required  before the
Company is able to generate revenues sufficient to support its operations. There
is no assurance that the Company will be able to obtain such additional funds on
favorable  terms, if at all. The Company's  inability to raise  sufficient funds
could  require  it to  delay,  scale  back or  eliminate  certain  research  and
development programs.

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2002,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern.  Praxis has
suffered losses from operations,  requires  additional  financing,  and needs to
continue  the  development  of its  products.  Ultimately  the Company  needs to
generate revenues and successfully attain profitable  operations.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  There  can  be no  assurance  that  it  will  be  able  to  develop  a
commercially  viable  product.  Even  if the  Company  were  able to  develop  a
commercially  viable  product,  there is no  assurance  that it would be able to
attain profitable operations.

PLAN OF OPERATION

The Company  requires  cash to support its  operations  for at least the next 12
months.  The sale of Fairchild common stock may provide  additional  proceeds to
fund operational  costs.  Praxis does not anticipate any change in the number of
employees or the acquisition of plant or equipment in the next 12 months.  It is
the intention of  management  to seek an alliance  with a larger  pharmaceutical
company  to provide  continued  support  for the  development  of the  Company's
technology targeted at wrinkles.

Should  Praxis be  unable to raise the  necessary  working  capital  or  develop
strategic  alliances,  it will explore other business  opportunities,  including
those outside the pharmaceutical industry.

FORWARD-LOOKING STATEMENTS

Certain  statements  in this  Quarterly  Report on Form 10-QSB and the Company's
Annual  Report on Form 10-KSB for its fiscal year ended May 31, 2002, as well as
statements  made by the Company in periodic press  releases and oral  statements
made by the Company's  officials to analysts and  shareholders  in the course of
presentations about the Company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets; (4) government regulations particularly those related to the
pharmaceutical industry; (5) required accounting changes; (6) disputes or claims
regarding the Company's  intellectual property interests;  and (7) other factors
over which the Company has little or no control.


ITEM 3.  CONTROLS AND PROCEDURES

The Company has recently evaluated its internal  controls.  As of July 7,  2003,
there  were no  significant  corrective  actions  taken by the  Company or other
changes  made to these  internal  controls.  Management  of the Company does not
believe  there were  changes in other  factors that could  significantly  affect
these controls subsequent to the date of the evaluation.

                                       8

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.     CHANGES IN SECURITIES

            Not Applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not Applicable.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            Not Applicable.

ITEM 5.     OTHER INFORMATION

            Not Applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)       EXHIBITS

--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                        EXHIBIT                            PAGE NUMBER
--------------------------------------------------------------------------------
   2.1         Stock Exchange Agreement with Micronetics, Inc. (1)        N/A
--------------------------------------------------------------------------------
   3.1         Articles of Incorporation, as amended and restated (1)     N/A
--------------------------------------------------------------------------------
   3.2         Bylaws (1)                                                 N/A
--------------------------------------------------------------------------------
  10.1         Exclusive Licence Agreement dated October 14, 1999         N/A
               between Anutech Pty Ltd. and Praxis Pharmaceuticals
               Australia Pty Ltd. (1)
--------------------------------------------------------------------------------
  10.2         Licence Agreement dated October 14, 1999 between           N/A
               Anutech Pty Ltd. and Praxis Pharmaceuticals Inc (1)
--------------------------------------------------------------------------------
  10.3         Shareholders Agreement dated as of October 15, 1999,       N/A
               between Praxis Pharmaceuticals Australia Pty Ltd.,
               Praxis Pharmaceuticals Inc., Perpetual Trustees
               Nominees Limited, and Rothschild Bioscience Managers
               Limited (1)
--------------------------------------------------------------------------------
  10.4         1999 Stock Option Plan (1)                                 N/A
--------------------------------------------------------------------------------
  10.5         Termination of License and Research & Development          N/A
               Agreement dated February 28, 2001 between Praxis
               Pharmaceuticals Inc. and Fairchild International
               Inc. (2)
--------------------------------------------------------------------------------
  10.6         Agreement dated June 6, 2001 between Clearcoll Pty Ltd     N/A
               and Praxis Pharmaceuticals International Pty Ltd (3)
--------------------------------------------------------------------------------
  10.7         Amendment to Termination Agreement between Praxis          N/A
               Pharmaceuticals Inc. and Fairchild International Inc. (4)
--------------------------------------------------------------------------------

                                       9

<PAGE>

--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                        EXHIBIT                            PAGE NUMBER
--------------------------------------------------------------------------------
  10.8         Shareholders Agreement dated August 23, 2002 among         N/A
               Praxis Pharmaceuticals Inc., Perpetual Trustees Nominees
               Limited, Rothschild Bioscience Managers Limited, CM
               Capital Investments Pty Ltd, CIBC Australia VC Fund LLC,
               Mooroolbark Technology Pty Ltd, The Australian National
               University and Pharmaxis Pty Ltd, Dr. William Cowden
               and Dr. Brett Cowden (4)
--------------------------------------------------------------------------------
   21          Subsidiaries of the registrant (1)                         N/A
--------------------------------------------------------------------------------
   99          Certification Pursuant to 18 U.S.C. Section 1350 as
               Adopted Pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002
--------------------------------------------------------------------------------

(1)  Incorporated  by  reference  to  the  exhibits  filed with the Registration
     Statement on Form 10-SB, file no. 0-28627.
(2)  Incorporated  by  reference  to  the  exhibits  filed  to the  registrant's
     current  report on Form 8-K dated February 28, 2001.
(3)  Incorporated by reference to the exhibits filed to the  registrant's annual
     report on Form 10-KSB for the fiscal year ended May 31, 2001.
(4)  Incorporated by reference to the exhibits filed to the registrant's  annual
     report on Form 10-KSB for the fiscal year ended May 31, 2002.

            b)      REPORTS ON FORM 8-K:

                    None.


                                   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.

                                   PRAXIS PHARMACEUTICALS INC.
                                   (Registrant)


Date:   July 7, 2003               By:   /s/ DAVID STADNYK
                                      ------------------------------------------
                                          David Stadnyk, President
                                       (Principal financial officer)



                                       10

<PAGE>


                                  CERTIFICATION

I, David Stadnyk, certify that:

1.       I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of Praxis
         Pharmaceuticals Inc.;

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

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

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

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

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

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

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

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

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

6.       The  registrant's  other  certifying  officers and I have  indicated in
         this  quarterly  report  whether  there  were  significant  changes  in
         internal  controls or in other factors that could  significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:    July 7, 2003

                                        /s/ DAVID STADNYK
                                        ----------------------------------------
                                        David Stadnyk, Principal Executive and
                                        Financial Officer

                                       11