<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 13 or 15(d) of the Securities Exchange
         Act  of  1934

         For  the  transition  period                  to


          Commission  File  Number     000-50033
                                       ---------

                             MERRITT VENTURES CORP.
          -----------------------------------------------------------------
          (Exact name of small Business Issuer as specified in its charter)

Nevada                                     91-2147049
--------------------------------           -------------------
(State or other jurisdiction of            (IRS Employer
incorporation  or  organization)           Identification No.)



810 Peace Portal Drive, Suite 201
Blaine,  Washington                        98230
--------------------------------           ----------
(Address of principal executive offices)   (Zip Code)

Issuer's  telephone  number,
  including  area  code:                   360-332-1752
                                           -------------

                                 Not Applicable
              ----------------------------------------------------
              (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  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days       [  X  ]  Yes  [  ]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the latest practicable date: 7,437,500 Shares of $.001 par value
Common  Stock  outstanding  as  of  March  31,  2003.



<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements


                                       2


<PAGE>



                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                                 MARCH 31, 2003
                                   (Unaudited)
                            (Stated in U.S. Dollars)








<PAGE>
                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)

                                  BALANCE SHEET
                             (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


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

                                      MARCH 31    DECEMBER 31

                                        2003       2002
<S>                                   <C>        <C>
--------------------------------------------------------------------------------

ASSETS

Current
Cash                                  $      -   $  2,642
Prepaid expenses                           750        750
                                      ------------------------------------------
                                      $    750   $  3,392
================================================================================

LIABILITIES

Current
Bank overdraft                        $      4   $      -
                                      ------------------------------------------

SHAREHOLDER'S EQUITY

Share Capital
Authorized:
100,000,000 common shares
with a par value of
$0.001 per share

Issued:
7,437,500 common shares at
March 31, 2003 and
December 31, 2002                        7,438      7,438

Additional paid-in capital              61,312     61,312

Deficit Accumulated During
The Exploration Stage                  (68,004)   (65,358)
                                      ------------------------------------------
                                           746      3,392
                                      ------------------------------------------
                                      $    750   $  3,392
================================================================================

</TABLE>




<PAGE>
                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)

                          STATEMENT OF LOSS AND DEFICIT
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                                       INCEPTION
                                                                     FEBRUARY 20
                                    THREE MONTHS ENDED                   2001 TO
                                         MARCH 31                       MARCH 31
                                      2003     2002                        2003
--------------------------------------------------------------------------------

<S>                             <C>           <C>                  <C>
Expenses
Rent                            $      750    $      600          $ 4,900
Professional fees                      205        14,777           42,286
Regulatory fees                          -         1,229            1,229
Administrative fees                  1,500         2,000            8,000
Office and sundry                      191           226            2,733
Mineral and property option
payments                                 -             -            1,000
Exploration expenses                     -         4,746            7,856
--------------------------------------------------------------------------------

Net Loss For The Period              2,646        23,578          $68,004
                                                                 ===============
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period                 65,358        16,045
                                 -----------------------

Deficit Accumulated During
The Exploration Stage,
End Of Period                   $   68,004    $   39,623
================================================================================


Net Loss Per Share              $     0.01    $     0.01
================================================================================


Weighted Average Number
Of Shares Outstanding            7,437,500     7,437,500
================================================================================

</TABLE>




<PAGE>



                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


--------------------------------------------------------------------------------
                                                                       INCEPTION
                                                                     FEBRUARY 20
                                    THREE MONTHS ENDED                   2001 TO
                                         MARCH 31                       MARCH 31
                                      2003     2002                        2003
--------------------------------------------------------------------------------

<S>                             <C>           <C>                  <C>
Cash Flows From Operating
Activities
Net loss for the period         $ (2,646)     $ (23,578)           $ (68,004)

Adjustments To Reconcile
Net Loss To Cash Used By
Operating Activities
Change in accounts payable             -          2,153                    -
Change in due to shareholder           -              -                    -
Change in prepaid expenses             -              -                 (750)
--------------------------------------------------------------------------------
                                  (2,646)       (21,425)             (68,754)
--------------------------------------------------------------------------------

Cash Flows From
Financing Activity
Issue of share capital                 -              -               68,750
--------------------------------------------------------------------------------

Increase (Decrease) In Cash       (2,646)       (21,425)                  (4)

Cash, Beginning Of Period          2,642         55,205                    -
--------------------------------------------------------------------------------

Cash, End Of Period           $       (4)     $  33,780             $     (4)
================================================================================

</TABLE>



<PAGE>



                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                 MARCH 31, 2003
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


                                                          DEFICIT
                              COMMON STOCK                ACCUMULATED
                          ------------------------
                       NUMBER OF            ADDITIONAL    DURING THE
                       COMMON     PAR       PAID IN       EXPLORATION
                       SHARES     VALUE     CAPITAL        STAGE        TOTAL
--------------------------------------------------------------------------------
<S>                    <C>        <C>       <C>           <C>          <C>
Shares issued for
cash at $0.001         5,000,000  $5,000    $    -         $   -       $  5,000

Shares issued for
cash at $0.01          2,000,000   2,000       18,000          -         20,000

Shares issued for
cash at $0.10            437,500     438       43,312          -         43,750

Net loss for the
period                        -        -           -      (16,045)      (16,045)
--------------------------------------------------------------------------------
Balance,
December 31, 2001      7,437,500   7,438       61,312     (16,045)       52,705

Net loss for
the year                      -        -           -      (49,313)      (49,313)
--------------------------------------------------------------------------------
Balance,
December 31, 2002      7,437,500   7,438       61,312     (65,358)        3,392

Net loss for
the period                    -        -           -       (2,646)       (2,646)
--------------------------------------------------------------------------------
Balance,
March 31, 2003         7,437,500  $7,438      $61,312    $(68,004)  $       746
================================================================================
</TABLE>



<PAGE>



                             MERRITT VENTURES CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.   BASIS  OF  PRESENTATION

     The  unaudited  financial  statements  as of March 31, 2003 included herein
     have  been  prepared without audit pursuant to the rules and regulations of
     the  Securities  and  Exchange Commission. Certain information and footnote
     disclosures  normally  included  in  financial  statements  prepared  in
     accordance  with  United  States  of  America generally accepted accounting
     principles  have  been  condensed  or  omitted  pursuant  to such rules and
     regulations.  In  the opinion of management, all adjustments (consisting of
     normal  recurring  accruals)  considered  necessary for a fair presentation
     have been included. It is suggested that these financial statements be read
     in  conjunction with the December 31, 2002 audited financial statements and
     notes  thereto.


2.   MINERAL  PROPERTY  OPTION

     By  an  agreement dated December 28, 2001, as amended, the Company acquired
     an  option  to  earn  a 100% interest in a mineral claim located in British
     Columbia,  Canada.

     In  order  to  earn  its  interest,  the  Company  is  required  to:

     i)   pay  US$1,000  on  execution  of  the  agreement  (paid);
     ii)  incur  an  aggregate  of  US$115,000  on  exploration  expenditures,
          comprising  US$5,000 by June 30, 2002, US$10,000 on or before June 30,
          2003,  and  US$100,000  on  June  30,  2004.


3.   CONTINGENCY

     The  Company  has  acquired  an option to earn a 100% interest in a mineral
     property.  In  order  to  maintain the option, the Company must satisfy the
     terms  of  the  option  agreement  described  in  Note  3.

<PAGE>


Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operations

Forward  Looking  Statements

This  report  on  Form 10-QSB contains certain forward-looking statements within
the meaning of section 21(e) of the Securities Exchange Act of 1934, as amended,
and  other  applicable  securities laws. All statements other than statements of
historical  fact  are  "forward-looking  statements"  for  purposes  of  these
provisions,  including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future  operation; any statements concerning proposed new products, services, or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the  foregoing. Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

Overview

We were incorporated on February 20, 2001 under the laws of the state of Nevada.
We  acquired an option to acquire a 100% interest in four mineral claims located
in  the  Vernon Mining Division in the Province of British Columbia, Canada from
Michael  H. Sanguinetti in April 2001.   We refer to these mineral claims as the
Zumar  mineral claims.  Zumar is derived from the name of the vein discovered in
1979  in  the  Vernon  Mining  Division.  We  presently  plan  to do preliminary
exploration  work to search for economic mineralization on these claims. To date
we  have  not  generated  any  operating revenues and have no operating history.

Our  proposed  exploration  program  is  designed  to  explore  for commercially
exploitable  deposits  of  gold  and  silver minerals.  We have not, nor has any
predecessor,  identified any commercially exploitable reserves of gold or silver
on  these  mineral  claims.  We are an exploration stage company and there is no
assurance  that  a  commercially  viable  mineral  deposit exists on our mineral
claims.

We  have  completed  a  Phase  I exploration program on the property, and at the
recommendation  of  our  geologist,  we  plan  to conduct a Phase II exploration
program  in  the  Spring  or  Summer  of  2003.

Option  Agreement

Mr.  Sanguinetti granted us the sole and exclusive right and option to acquire a
100%  undivided  interest  in  and  to  the Zumar mineral claims. The option was
exercised  upon  payment by us of $1,000 upon execution of the option agreement.
Under  an  amendment  to this option agreement executed on December 28, 2002, we
are  also  obligated  to  incur  exploration expenditures in increments of up to
$115,000  on  the  Zumar  property  as  set  forth  below:

     a)   $5,000,  on  or  before  June  30,  2002;
     b)   $10,000,  on  or  before  June  30,  2003;  and
     c)   $100,000,  on  or  before  June  30,  2004.

In  the  event  we  incur exploration expenditures, in any of the above periods,
less  than  the specified sum, we may pay to Mr. Sanguinetti, at our option, the
difference  between  the amount we actually spent and the specified sum required
under  the  option agreement.  Such amount would be paid


                                       3

<PAGE>

prior  to  the  expiration  of  that  period,  thus  satisfying  the Exploration
Expenditures  required  for  that  period.  In  the  event that we spend, in any
period,  more  than  the  specified sum, the excess shall be carried forward and
applied  to  the  Exploration Expenditures to be incurred in succeeding periods.

As  of December 31,2002, we have completed total exploration expenditures in the
amount  of  $7,856.  Thus,  prior  to  June  30,  2003, we will need to complete
exploration  expenditures  in the amount of  $7,144 to keep our option agreement
in  good  standing.  We plan to complete the Phase II of our exploration program
in the Spring or Summer of 2003 at a planned cost of $10,500, thus meeting these
expenditure  requirements.

We  are  also obligated to pay royalties of two percent to Mr. Sanguinetti. Such
royalties are based upon net smelter returns. These are actual proceeds received
from  any mint, smelter or other purchaser for the sale of bullion, concentrates
or  ores  produced  from  the Zumar property and sold, after deducting from such
proceeds  certain  charges.  Upon  the  payment  of royalties of $1,000,000, the
royalties  shall  cease.

Recording  of  the  Zumar  Mineral  Claims

The  Zumar  mineral  claims were recorded with the Province of British Columbia,
Canada  under  the  following  names  and  claim  numbers:

     Name  of  Mining  Claim     Tag Number      Tenure  Number

     Zumar  1                    624326          384330
     Zumar  2                    624327          384331
     Zumar  3                    624328          384332
     Zumar  4                    624329          384333


These  mineral  claims are owned by Mr. Sanguinetti and carry an expiration date
of February 24, 2004. Mr. Sanguinetti is the legal and beneficial owner of title
to  the  mineral  claims,  and no other person or entity has any interest in the
mineral  claims.  The  mineral  rights  included within our option agreement are
limited  to  the ground underlying the Zumar property. The surface rights belong
to  the  Canadian  government  and  private  landowners.

If  we  fail  to  complete  work  on  our mineral claims in the minimum required
amount, then our mineral claims will lapse and we will lose all interest that we
have  in  these  mineral  claims.


Plan  of  Operations

Our business plan is to proceed with the exploration of the Zumar mineral claims
to  determine  whether  there  are commercially exploitable reserves of gold and
silver.  We  have  completed  the  first  phase  of  the  exploration  program
recommended  by  our geologist Mr. Leonard Gal (the "Geologist").  We anticipate
that  the  cost  of  phase two of the recommended geological exploration program
will  cost approximately $10,500.  We had no cash on March 31, 2002.  Given that
we have insufficient resources to cover the second phase of our exploration, the
directors of the company have orally agreed to advance additional capital to the
company  if  needed  in order for the company to meet any commitments, including
such  exploration  programs  and  any  professional  fees.


                                       4

<PAGE>



We  have  completed  the first phase of the work program.  We have determined to
proceed  with  phase 2 based on the results of phase 1 and the recommendation of
the  geologist.  Phase 2, however, will not happen until the Spring or Summer of
2003.  We  anticipate  that  we  will  receive  the  results  of  phase 2 of the
exploration  during  the Fall of 2003.  Upon completion of phase two of the work
program  and receipt of those results, we will evaluate the recommendations made
by  the Geologist.  We anticipate that we will incur the following expenses over
the  next  twelve  months:

1.   $10,500  in  connection  with  the completion of phase 2 of our recommended
     geological  work  program;  and

2.   $5,000  for operating expenses, including professional legal and accounting
     expenses.

Results  of  Operations  for  three  month  period  ended  March  31,  2003

We did not earn any revenues during the three month period ended March 31, 2002.
We  incurred  a  loss  in the amount of $68,004 for the period from inception to
March  31,  2003.  Our  net loss for the three month period ended March 31, 2003
was $2,646, compared to a net loss of $23,578 for same three month period in the
previous  year.  Our  losses  have  been  attributable  entirely  to  operating
expenses.

We  do  not  anticipate earning revenues until such time as we have entered into
commercial  production  of  our  mineral  properties.  We  are  presently in the
exploration  stage  of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or  if  such  resources  are  discovered,  that  we  will  enter into commercial
production  of  our  mineral  properties.

We  incurred  expenses in the amount of $68,004 for the period from inception on
February  20,  2001 to March 31, 2003.  These expenses included:  (a) payment of
$4,900  for  rent;  (b)  payment of $1,000 in connection with our option payment
obligations;  (c)  payments of $7,856 for exploration costs in connection of the
Zumar  mineral  claim;  (d)  professional  fees  in  the  amount  of  $42,286 in
connection  with our corporate organization; (e) payment of $1,229 in regulatory
fees;  (f)  payment  of $8,000 in administrative fees; and (g) payment of $2,733
for  office  and  sundry expenses.  We incurred expenses in the amount of $2,646
for  the  three  month  period ended March 31, 2003, compared to expenses in the
amount  of  $23,578  for  the  same three month period in the pervious year.  We
anticipate  our  operating  expenses  will  increase as we undertake our plan of
operations.  The increase will be attributable to our completion of phase two of
our  geological  exploration program and the professional fees to be incurred in
connection  with  ongoing  public reporting requirements under the Exchange Act.

Liquidity  and  Capital  Resources

We had no cash on March 31, 2003 and had working capital of $746 as of March 31,
2003.  Phase  2 of the recommended work program is estimated to cost $10,500 and
will  consume  the  remainder of our working capital.  We do not have sufficient
resources  to  cover  the  second phase of our exploration. The directors of the
company  have  orally  agreed  to  advance  additional capital to the company if
needed  in  order  for  the  company  to  meet  any  commitments, including such
exploration  programs  and  any  professional fees.  Since such arrangements are
oral,  no  specific  terms  have  been  established  between the company and the
directors  who  would  be  advancing  such  funds.



                                       5

<PAGE>

We  have  not  attained  profitable  operations and are dependent upon obtaining
financing  to  pursue  exploration  activities.  For  these reasons our auditors
stated  in  their  report  that  they  have substantial doubt we will be able to
continue  as  a  going  concern.


ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date  of this report. This evaluation was carried out under the
supervision  and  with  the participation of our Chief Executive Officer, Lorrie
Ann  Archibald  and  Chief  Financial Officer, Gordon F. Burley. Based upon that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  our  disclosure  controls  and procedures are effective in timely alerting
management  to  material  information  relating  to  us  that  is required to be
included  in our periodic SEC filings. There have been no significant changes in
our  internal  controls  or  in  other  factors  that could significantly affect
internal  controls  subsequent  to  the  date  we  carried  out  our evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure  that  information  required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.


                                       6

<PAGE>


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.

Item  2.  Changes  in  Securities

None

Item  3.  Defaults  upon  Senior  Securities

None

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

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ended  March  31,  2003.

Item  5.  Other  Information

None

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

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K

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

Exhibit
Number              Description of Exhibit
--------------      ------------------------------------------------------------
99.1  and 99.2      Certifications  of  Chief  Executive  Officer  and  Chief
                    Financial  Officer pursuant to pursuant to 18 U.S.C. Section
                    1350,  as  adopted  pursuant  to  Section  906  of  the
                    Sarbanes-Oxley  Act  of  2002  (1)
--------------------------------------------------------------------------------


(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB

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


REPORTS  ON  FORM  8-K


None


                                       7

<PAGE>




                                   SIGNATURES

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

MERRITT  VENTURES  CORP.

Date:  May  15,  2003



By:  /s/ Lorrie Ann Archibald
     --------------------------------
     Lorrie  Ann  Archibald
     President,
     Chief Executive Officer and
     Director


<PAGE>


                                 CERTIFICATIONS

I,  Lorrie Ann Archibald, Chief Executive Officer of Merritt Ventures Corp. (the
"Registrant"),  certify  that;

(1)  I  have  reviewed  this  quarterly report on Form10-QSB of Merritt Ventures
     Corp.;

(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 or not there were significant changes in internal
     controls  or  in  other  facts  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  15,  2003              /s/ Lorrie Ann Archibald
                                   ___________________________________
                                   (Signature)

                                   President  and  Chief  Executive  Officer


                                       9


<PAGE>


                                 CERTIFICATIONS

I,  Gordon  F.  Burley,  Chief Financial Officer of Merrritt Ventures Corp. (the
"Registrant"),  certify  that;

(1)  I  have  reviewed  this  quarterly report on Form10-QSB of Merritt Ventures
     Corp.;

(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 or not there were significant changes in internal
     controls  or  in  other  facts  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  15,  2003              /s/ Gordon  F.  Burley
                                   ___________________________________
                                   (Signature)

                                   Chief  Financial  Officer

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