UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        --------------------------------

                                   FORM 10-QSB
             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

             [ ] 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 333-67318

                             GIVEMEPOWER CORPORATION

        (Exact name of small business issuer as specified in its charter)

                       NEVADA                              87-0291528
            (State or other jurisdiction                  (IRS Employer
          of incorporation or organization)            Identification No.)

           5925 - 12 STREET SE, SUITE 230
              CALGARY, ALBERTA, CANADA                       T2H 2M3
                (Address of principal                     (Postal Code)
                  executive office)

                           Issuer's telephone number:
                                 (403) 287-6001

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

Yes  [X]    No  [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court.

Yes  [ ]    No  [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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 29, 2003 there were 20,823,240 shares of common stock issued and
outstanding.

<PAGE>


                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB

                   FOR THE THIRD QUARTER ENDED MARCH 31, 2003


                                      INDEX

PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

          a.   Consolidated Balance Sheet as of March 31, 2003

          b.   Consolidated Statements of Operations for the Three and Nine
               Months Ended March 31, 2003 and 2002

          c.   Consolidated Statements of Cash Flows for the Nine Months Ended
               March 31, 2003 and 2002

          d.   Notes to Consolidated Financial Statements

         Item 2.  Management's Discussion and Analysis

         Item 3.  Controls and Procedures

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds

         Item 3.  Defaults upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

CERTIFICATIONS

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

FORWARD LOOKING INFORMATION

Various forward-looking statements have been made in this Form 10-QSB.
Forward-looking statements may also be in the Company's other reports filed
under the Securities Exchange Act of 1934, in its press releases and in other
documents. In addition, from time to time, the Company, through its management,
may make oral forward-looking statements.

Forward-looking statements are only expectations, and involve known and unknown
risks and uncertainties, which may cause actual results in future periods and
other future events to differ materially from what is currently anticipated.
Certain statements in this Form 10-QSB, including those relating to the
Company's expected results, the accuracy of data relating to, and anticipated
levels of, its future revenues, gross margins and earnings, its anticipated cash
requirements and sources, are forward-looking statements. Such statements
involve risks and uncertainties, which may cause results to differ materially
from those set forth in these statements. Factors which may cause actual results
in future periods to differ from current expectations include, among other
things, the continued availability of sufficient working capital, the
availability of adequate sources of capital, the successful integration of new
employees into existing operations, the continued desirability and customer
acceptance of existing and future products, the success of competitive products,
the success of the Company's programs to strengthen its operational and
accounting controls and procedures. In addition to these factors, the economic
and other factors identified in this Form 10-QSB, including but not limited to
the risk factors discussed herein and in the Company's previously filed public
documents could affect the forward-looking statements contained in herein and
therein.

Forward-looking statements generally refer to future plans and performance, and
are identified by the words "believe", "expect", "anticipate", "optimistic",
"intend", "aim", "will" or the negative thereof and similar expressions. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of which they are made. The Company undertakes
no obligation to update publicly or revise any forward-looking statements.

FINANCIAL STATEMENTS AND NOTES

In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments necessary for a fair
presentation of the results of operations for the periods presented. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.

<PAGE>

                             GIVEMEPOWER CORPORATION
                                  BALANCE SHEET
                                 March 31, 2003
                                   (Unaudited)

ASSETS
    Cash                                                      $       889
    Accounts receivable                                            13,099
    Other current assets                                            2,536
                                                              -----------
       Total Current Assets                                        16,524
    Property and equipment, net of $21,624
       accumulated depreciation                                     9,679
                                                              -----------
       Total Assets                                           $    26,203
                                                              ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
    Accounts payable                                          $   247,035
    Accrued expenses                                                6,363
    Current portion of installment debt                               688
    Note payable to related party                                  23,963
    Notes payable                                                  81,236
                                                              -----------
       Total Current Liabilities                                  359,285
    Long-term installment debt                                        467
                                                              -----------
       Total Liabilities                                          359,752
                                                              -----------
STOCKHOLDERS' DEFICIT
    Common stock, $.001 par value, 50,000,000 shares
       authorized, 20,823,240 shares issued and outstanding        20,823
    Additional paid in capital                                  2,996,761
    Retained deficit                                           (3,378,241)
    Accumulated other comprehensive loss:
       Loss on foreign currency translation                        27,108
                                                              -----------
       Total Stockholders' Deficit                               (333,549)
                                                              -----------
       Total Liabilities and Stockholders' Deficit            $    26,203
                                                              ===========

<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three                          Nine
                                                   Months Ended                   Months Ended
                                                     March 31,                      March 31,
                                               2003            2002            2003            2002
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenues                                   $     32,259    $      5,957    $     77,879    $     26,563
Operating expenses
    Sales and marketing                                       37 10,619           3,010          23,134
    General and administrative                  148,298          35,774         731,913         510,649
    R&D - product development                    67,329          66,805         195,903         156,943
                                           ------------    ------------    ------------    ------------
                                                215,664         113,198         930,826         690,726
                                           ------------    ------------    ------------    ------------
       Net operating loss                      (183,405)       (107,241)       (852,947)       (664,163)
Other Income (Expense)
    Foreign currency transaction
       gain                                        (335)          1,142
    Interest expense                            (11,718)           (536)        (15,649)         (1,120)
    Other income from affiliate                  25,573
                                           ------------    ------------    ------------    ------------
       Net loss                                (195,123)       (108,112)       (868,596)       (638,568)
                                           ------------    ------------    ------------    ------------
Comprehensive Income (Loss)
    Foreign currency translation
       adjustments                                7,911          67,296                    11,902 49,307
                                           ------------    ------------    ------------    ------------
    Total comprehensive loss               $   (187,212)   $    (40,816)   $   (856,694)   $   (589,261)
                                           ============    ============    ============    ============
Basic and diluted net loss
    per common share                       $       (.01)   $       (.01)   $       (.05)   $       (.04)
Weighted average common shares
    outstanding                              20,823,240      14,775,709      18,551,777      14,419,722
</TABLE>


<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                         2003          2002
                                                      ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                          $(868,596)    $(638,568)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                        392,158       133,504
       Option expense                                   107,975
       Depreciation and amortization                      6,380        73,172
       Interest expense from beneficial conversion
          feature on convertible notes payable            9,314
       Gain on sale of website content                  (25,573)
    Net changes in:
       Accounts receivable                              (12,014)        2,878
       Other current assets                               1,472         1,147
       Accounts payable and accrued expenses            243,044        68,407
                                                      ---------     ---------
NET CASH USED IN OPERATING ACTIVITIES                  (120,267)     (385,033)
                                                      ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of furniture and equipment                                (2,025)
    Proceeds from website content license                              25,573
                                                                    ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                              23,548
                                                                    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                          60,822         1,971
    Payments on installment notes payable                (3,015)       (4,224)
    Proceeds from sale of common stock                   28,000       192,028
    Net change in note payable from related party        (5,316)
                                                      ---------     ---------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES          85,807       184,459
                                                      ---------     ---------
EFFECT OF EXCHANGE RATES ON CASH                         10,695        49,308
                                                      ---------     ---------
NET CHANGE IN CASH                                      (23,765)     (127,718)
Cash balances
  - Beginning                                            24,654       154,302
                                                      ---------     ---------
  - Ending                                            $     889     $  26,584
                                                      =========     =========
Non-Cash Disclosures:
    Stock issued for debt                             $ 215,000

<PAGE>

                             GIVEMEPOWER CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of GiveMePower
Corporation ("GiveMePower"), a Nevada corporation, have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in GiveMePower's latest Annual Report filed with the SEC on
Form 10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year,
2002, as reported on Form 10-KSB, have been omitted.

NOTE 2 - COMMON STOCK

In the nine months ended March 31, 2003, GiveMePower issued 3,376,064 shares of
common stock for services totaling $480,797.

In the nine months ended March 31, 2003, GiveMePower issued 1,555,000 shares of
common stock with a fair market value of $203,600 for payment of debt totaling
$215,000.

In the nine months ended March 31, 2003, GiveMePower sold 392,059 shares of
common stock for $28,000.

NOTE 3 - WARRANTS TO PURCHASE COMMON STOCK

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure." SFAS No. 148 provides alternative
methods of transition for a voluntary change to fair value based method of
accounting for stock-based employee compensation. SFAS No. 148 also requires
that disclosures of the pro forma effect of using the fair value method of
accounting for stock-based employee compensation be displayed more prominently
and in tabular format. Additionally, SFAS No. 148 requires disclosure of the pro
forma effect in interim financial statements. The transition and annual
disclosure requirements of SFAS No. 148 are effective for GiveMePower's fiscal
year 2003. GiveMePower has adopted interim disclosure requirements in its
Consolidated Condensed Financial Statements in the third quarter of fiscal 2003.

In the nine months ended March 31, 2003, warrants were issued to only
non-employees, therefore, proforma net loss and proforma net loss per share
equal net loss and net loss per share.


                                       7
<PAGE>

In the nine months ended March 31, 2003, GiveMePower issued 1,476,999 warrants
to purchase common stock of GiveMePower. $19,336 of expense has been recorded in
connection with the issuance of these warrants.

                                        Exercise              Remaining
                      Warrants            Price                 Life
                        --------          --------            ------------
                         125,000               .25            13-21 months
                         276,999               .50             3-15 months
                          75,000              1.00                6 months
                       ---------
                         476,999
                       =========

An additional 1,000,000 warrants at exercise prices of $0.12 - $0.25 per share
have been approved but not yet issued to a consultant based on future
performance according to the contract terms.

NOTE 4 - SUBSEQUENT EVENT

On April 10, 2003, GiveMePower settled a claim filed against GiveMePower. The
settlement requires GiveMePower to pay $4,000 in two $2,000 installments.
Payments are due on April 10, 2003 and May 15, 2003.

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

                                       8
<PAGE>

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

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MAR. 31, 2003 AND 2002

The current quarter's net loss was larger by $87,011 or 80% versus last year's
comparable quarter due largely to higher operating and interest expenses. During
the current nine-month period, we incurred a larger net loss of $230,028 or 36%
versus last year's comparable period due to higher operating expenses and due to
a one-time license payment to us during last year's nine-month period. The
specific details of these changes are discussed below.

REVENUES

Revenues during the current quarter increased by $26,302 or 441% over the
comparable period last year and increased by $51,316 or 193% during the current
nine-month period as compared to last year's nine-month period. Revenues have
increased largely because of our customers' continued positive response to our
updated versions of PowerCAD Pro and PowerCAD CE. Revenues also increased due to
the release of our enhanced version of PowerCAD LT+ in February 2003 and the
simultaneous termination of our free PowerCAD LT+ promotion.

We are focused on increasing revenues by securing existing sales channels via
resellers, agents and hardware/software partnerships. We believe these
initiatives will continue to elevate our market presence and significantly
improve revenues for future reporting periods.

OPERATING EXPENSES

SALES AND MARKETING

Sales and marketing expenses for the current quarter decreased by $10,582 or 99%
when compared to the same quarter last year and decreased by $20,124 or 87%
during the current nine-month period versus last year's comparable period. Sales
and marketing expenses are expected to increase substantially in future
reporting periods once we secure sufficient funding to accelerate planned sales
and marketing initiatives. Until such funding is secured, we will continue to
focus on securing additional resellers and channel partnerships.

GENERAL AND ADMINISTRATIVE

The current quarter's general and administrative expenses were higher by
$112,524 or 315% over last year's comparable quarter largely due to $19,336 in
option/warrant expenses and $48,155 in stock for services, all of which were
non-existent in the comparable period last year. Additional reasons for the
higher current period expenses were attributed to higher professional fees,
investor relations fees, website hosting fees and other general business
expenditures.

The current nine-month's general and administrative expenses were higher by
$221,264 or 43% compared to last year's same period largely due to the reasons
noted above.


                                       9
<PAGE>

R&D - PRODUCT DEVELOPMENT

Product development expenses increased by $524 or 1% during the current quarter
compared to the same period last year and increased by $38,960 or 25% during the
current nine-month period versus last year's same period. Product development
expenses result from our obligation to make minimum quarterly payments to Felix
Computer Aided Technologies GmbH in return for ongoing product development that
commenced in February 2001. Product development expenses are also attributed to
our development of a vertical market software application for the building,
design and construction industry.

INTEREST EXPENSE

Interest expense increased by $10,642 or 1,985% during the current quarter over
the comparable period last year and increased by $14,529 or 1,297% during the
current nine-month period versus last year's comparable period. This increase
over the previous year's comparable periods is due to the issuance of unsecured
notes to lenders that accrue interest at 12% per annum and $9,314 from interest
expense due to a beneficial conversion feature on some outstanding notes
payable.

OTHER INCOME FROM AFFILIATE

In return for providing Felix with a license to use selected content and the
back-end infrastructure of our website, Felix agreed to compensate us with a
one-time payment of $25,573 during the nine-month period ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2003, we had cash and cash equivalents of $889.

During the current nine months ended, net cash used in operating activities was
lower by $264,766 or 69% as compared to last year's comparable period. Cash used
by operating activities during the current year resulted primarily from our net
loss and higher receivables offset largely by stock issued for services, option
expense, depreciation, amortization, interest expense from beneficial conversion
feature on convertible notes payable and higher payables.

For the current nine months ended, net cash provided by investing activities was
lower by $23,548. We had no activity related to investing activities during the
current nine month period.

For the nine month period ended March 31, 2003, net cash provided by financing
activities provided lower cash of $98,952 or 54% as compared to the previous
year's comparable period. During the current nine-month period, cash has been
provided through the issuance of unsecured notes and the sale of common stock

We are currently seeking convertible debt and/or equity financing to properly
capitalize our business. We are currently negotiating with existing shareholders
as well as other individuals and organizations in order to obtain the working
capital necessary to meet both current and future obligations. We are confident
these efforts will produce the requisite financing necessary to fund the growth
of our revenues. Nevertheless, there can be no assurance that we will be able to
raise additional capital on satisfactory terms, or at all.


                                       10
<PAGE>

In the event we are unable to obtain such additional capital or to obtain it on
acceptable terms or in sufficient amounts, the impact thereof would have a
material adverse effect on our business, operating results, financial condition
and may affect our ability to carry on as a company.

ITEM 3.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, within 90 days of the filing date of this
report (the "Evaluation Date"). Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective such that
material information relating to GiveMePower Corporation, including our
consolidated subsidiaries, required to be included in our Securities and
Exchange Commission ("SEC") reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and was made
known to them by others within GiveMePower Corporation and its consolidated
subsidiaries, particularly during the period when this report was being
prepared.

In addition, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
Evaluation Date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On January 10, 2003, we issued 125,000 shares of our Common Stock to a repay a
note payable of $10,000. This issuance was considered exempt from registration
by reason of Section 4(2) of the Securities Act of 1933.

On January 10, 2003, we issued 120,000 shares of our Common Stock to a repay a
note payable of $6,000. This issuance was considered exempt from registration by
reason of Section 4(2) of the Securities Act of 1933.

On January 15, 2003, we issued to the Law Office of Andrea Cataneo 4,166 shares
of our Common Stock for services rendered in connection with legal consulting
services.


                                       11
<PAGE>

These issuances were considered exempt from registration by reason of
Section 4(2) of the Securities Act of 1933.

On January 21, 2003, February 20, 2003, March 15, 2003 and April 15, 2003, we
issued a total of 657,058 shares of our Common Stock to three consultants for
assistance with investor relations and to raise our corporate profile. These
issuances were considered exempt from registration by reason of Section 4(2) of
the Securities Act of 1933.

On March 31, 2003, we issued 1,000,000 shares of our Common Stock to repay an
outstanding payable of $100,000. This issuance was considered exempt from
registration by reason of Section 4(2) of the Securities Act of 1933.

On April 7, 2003, we issued 100,000 shares of our Common Stock to repay a note
payable of $5,000. This issuance was considered exempt from registration by
reason of Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         No exhibits were filed as part of this Form 10-QSB.

(b)      Reports on Form 8-K

         No reports were filed on Form 8-K during the quarter ended March 31,
2003.


                                       12
<PAGE>

SIGNATURES

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

                                            GIVEMEPOWER CORPORATION
                                            (Registrant)

Dated: May 20, 2003                         By: /S/ WILLIAM V. WALTON
                                                ---------------------
                                            William V. Walton
                                            Director, Chief Executive Officer
                                            and President

                                            By: /S/ TODD D. NOBLE
                                            Todd D. Noble
                                            Chief Financial Officer, Treasurer
                                            And Secretary (As a duly authorized
                                            officer on behalf of the Registrant
                                            and as Principal Financial and
                                            Accounting Officer)


                                       13
<PAGE>

CERTIFICATION

I, Bill Walton, certify that:

1. I have reviewed this quarterly report on Form 10QSB of GiveMePower
Corporation.

2. Based on my knowledge, the 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 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 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 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

(6) The registrant's other certifying officers and 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.

Date:  May 20, 2003

/s/Bill Walton
Bill Walton, Chief Executive Officer


                                       14
<PAGE>

CERTIFICATION

I, Todd Noble, certify that:

1. I have reviewed this quarterly report on Form 10QSB of GiveMePower
Corporation.

2. Based on my knowledge, the 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 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 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
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

(6) The registrant's other certifying officers and 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.

Date:  May 20, 2003

/s/ Todd Noble
Todd Noble, Chief Financial Officer