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 March 31, 2003

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

                  Commission file number 333-86498

                      Quality Exchange, Inc.
                 --------------------------------
 (Exact name of small business issuer as specified in its charter)

              Nevada                          41-2033500
         -----------------               ---------------------
     (State or jurisdiction of      (I.R.S. Employer Identification
  incorporation or organization)                 No.)

                     East 49 Pineridge Ct #328
                          Spokane, WA 99208
                 ---------------------------------
             (Address of principal executive offices)

                          (509) 464-3072
                      ---------------------
                   (Issuer's telephone number)

               -------------------------------------
          (Former name, former address and former fiscal
                 year, if changed since last report)


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

Check  whether  the  registrant filed all documents  and  reports
required  to be filed by Section l2, 13 or 15(d) of the  Exchange
Act  after  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:
Common  Stock, 2,250,000 shares issued and outstanding as of  May
8, 2003.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]




                             PAGE-1-






                        TABLE OF CONTENTS


                                                                      PAGE

PART I - FINANCIAL INFORMATION                                           3

 Item 1. Financial Statements.                                           3

 Item 2. Management's Discussion and Analysis or Plan of Operation.     11

 Item 3. Controls and Procedures                                        11


PART II - OTHER INFORMATION                                             13

 Item 1. Legal Proceedings.                                             13

 Item 2. Changes in Securities.                                         13

 Item 3. Defaults Upon Senior Securities.                               13

 Item 4. Submission of Matters to a Vote of Security Holders.           13

 Item 5. Other Information.                                             13

 Item 6. Exhibits and Reports on Form 8-K.                              14


SIGNATURES                                                              15


















                             PAGE-2-




                 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited financial statements are included as part
of this report:

*  Balance Sheet as of March 31, 2003.

*  Statements  of Operations for the Three Months Ended  March
   31,  2003  and  March  31, 2002, and the Period  June  3,  1998
   (inception) to March 31, 2003.

*  Statement of Cash Flows for the Three Months Ended March 31,
   2003 and March 31, 2002 and the Period June 3, 1998 (inception)
   to March 31, 2003.

*  Notes to Financial Statements





























                             PAGE-3-







                     Quality Exchange, Inc.
                  (A Development Stage Company)

                   Consolidated Balance Sheet
                              as of
                         March 31, 2003

                               and

              Consolidated Statements of Operations
                   for the Three Months Ended
                    March 31, 2003 and 2002,
                       and For the Period
           June 3, 1998 (Inception) to March 31, 2003

                               and

                           Cash Flows
                   for the Three Months Ended
                    March 31, 2003 and 2002,
                       and For the Period
           June 3, 1998 (Inception) to March 31, 2003




























                             PAGE-4-







                        TABLE OF CONTENTS


                                                    Page

Independent Accountants' Review Report               1

Consolidated Balance Sheet                           2

Consolidated Statements of Operations                3

Consolidated Statements of Cash Flows                4

Footnotes                                            5

































                             PAGE-5-



Beckstead and Watts, LLP
Certified Public Accountants
                                          3340 Wynn Road, Suite C
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                                 702.362.0540 fax

             INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors
Quality Exchange, Inc.
(a Development Stage Company)

We  have reviewed the accompanying consolidated balance sheet  of
Quality  Exchange, Inc. and its subsidiary (a Nevada corporation)
(a  development  stage  company) as of March  31,  2003  and  the
related  consolidated  statements of operations  for  the  three-
months  ended March 31, 2003 and 2002 and for the period June  3,
1998  (Inception) to March 31, 2003, and consolidated  statements
of  cash flows for the three-months ended March 31, 2003 and 2001
and  for  the period June 3, 1998 (Inception) to March 31,  2003.
These   financial  statements  are  the  responsibility  of   the
Company's management.

We conducted our reviews in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  procedures to financial  data,  and  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted   in   accordance  with  generally  accepted   auditing
standards,  which will be performed for the full  year  with  the
objective  of  expressing  an  opinion  regarding  the  financial
statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based   on  our  reviews,  we  are  not  aware  of  any  material
modifications  that should be made to the accompanying  financial
statements  referred to above for them to be in  conformity  with
generally accepted accounting principles in the United States  of
America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  2  to the financial statements, the Company has had limited
operations  and  has not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plans in regard to these matters are
also  described  in  Note  2.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.

Beckstead  and  Watts, LLP has previously audited, in  accordance
with  generally  accepted  auditing standards,  the  consolidated
balance  sheet  of Quality Exchange, Inc. and its  subsidiary  (a
development  stage  company) as of December  31,  2002,  and  the
related  consolidated  statements  of  operations,  stockholders'
equity,  and  cash flows for the year then ended  (not  presented
herein)  and in our report dated March 24, 2003, we expressed  an
unqualified opinion on those financial statements.

/s/ Beckstead and Watts, LLP
----------------------------
May 8, 2003



                            PAGE-6-F1






                     Quality Exchange, Inc.
                  (a Development Stage Company)
                   Consolidated Balance Sheets
                           (unaudited)

                                                          March 31,
                                                            2003
Assets                                             -----------------------

Current assets:
        Cash                                        $        22,737
                                                   -----------------------
          Total current assets                               22,737
                                                   -----------------------
                                                    $        22,737
                                                   =======================
Liabilities and Stockholders' Equity

Current liabilities:
        Accounts payable                            $           200
        Due to shareholder                                    9,040
                                                   -----------------------
          Total current liabilities                           9,240
                                                   -----------------------
Stockholders' equity:
        Common stock, $0.001 par value,
        25,000,000 shares
          authorized, 2,250,000 shares issued and
         outstanding                                          2,250
        Additional paid-in capital                           24,750
        (Deficit) accumulated during development
        stage                                               (13,503)
                                                   -----------------------
                                                             13,497
                                                   -----------------------
                                                    $        22,737
                                                   =======================



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










                            PAGE-7-F2





                     Quality Exchange, Inc.
                  (a Development Stage Company)
              Consolidated Statements of Operations
                           (unaudited)


                                         For the three-month     June 3, 1998
                                            period ended        (Inception) to
                                              March 31,            March 31,
                                         2003           2002         2003
                                        -----------    -----------  ----------

Revenue                                  $      -       $      -     $      -
                                        -----------    -----------  ----------

Expenses:
 General and administrative expenses        2,808          9,183       13,503
                                        -----------    -----------  ----------
  Total expenses                            2,808          9,183       13,503
                                        -----------    -----------  ----------

Net (loss)                               $ (2,808)      $ (9,183)    $(13,503)
                                        ===========    ===========  ==========

Weighted average number of
 common shares outstanding - basic      2,091,667      2,000,000
and fully diluted                       ===========    ===========

Net (loss) per share - basic and         $  (0.00)      $  (0.00)
fully diluted                           ===========    ===========







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

















                            PAGE-8-F3





                     Quality Exchange, Inc.
                  (a Development Stage Company)
              Consolidated Statements of Cash Flows
                           (unaudited)


                                         For the three-month     June 3, 1998
                                            period ended        (Inception) to
                                              March 31,            March 31,
                                         2003           2002         2003
                                        -----------    -----------  ----------
Cash flows from operating activities
Net (loss)                               $  (2,808)     $  (9,183)  $ (13,503)
Adjustments to reconcile net (loss)
to net cash (used) by operating
 activities:
 Increase in accounts payable                  200              -         200
 Increase in due to shareholder                100          7,665       9,040
Net cash (used) by operating            -----------    -----------  ----------
activities                                  (2,508)        (1,518)     (4,263)
                                        -----------    -----------  ----------
Cash flows from financing activities
 Issuances of common stock                  25,000          2,000      27,000
Net cash provided by financing          -----------    -----------  ----------
activities                                  25,000          2,000      27,000
                                        -----------    -----------  ----------
Net increase in cash                        22,492            482      22,737
Cash - beginning                               245              -           -
                                        -----------    -----------  ----------
Cash - ending                            $  22,737      $     482   $  22,737
                                        ===========    ===========  ==========
Supplemental disclosures:
 Interest paid                           $       -      $       -   $       -
                                        ===========    ===========  ==========
 Income taxes paid                       $       -      $       -   $       -
                                        ===========    ===========  ==========
Non-cash transactions:
 Shares issued for subscriptions         $       -      $   2,000   $   2,000
 receivable                             ===========    ===========  ==========
 Number of shares issued for                     -      2,000,000   2,000,000
 subscriptions receivable               ===========    ===========  ==========




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












                            PAGE-9-F4




                     Quality Exchange, Inc.
                  (a Development Stage Company)
                              Notes
Note 1 - Basis of presentation

The  interim  financial statements included herein, presented  in
accordance  with  United  States  generally  accepted  accounting
principles  and stated in US dollars, have been prepared  by  the
Company, 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  generally  accepted   accounting
principles have been condensed or omitted pursuant to such  rules
and   regulations,  although  the  Company  believes   that   the
disclosures  are adequate to make the information  presented  not
misleading.

These  statements reflect all adjustments, consisting  of  normal
recurring  adjustments, which, in the opinion of management,  are
necessary  for  fair  presentation of the  information  contained
therein.  It is suggested that these interim financial statements
be  read  in  conjunction with the financial  statements  of  the
Company  for  the year ended December 31, 2002 and notes  thereto
included  in the Company's Form 10-KSB.  The Company follows  the
same accounting policies in the preparation of interim reports.

Results  of operations for the interim periods are not indicative
of annual results.

Note 2 - Going concern

The accompanying financial statements have been prepared assuming
the  Company will continue as a going concern.  As shown  in  the
accompanying financial statements, the Company has incurred a net
loss  of $13,503 for the period from June 3, 1998 (inception)  to
March  31, 2003, and has no sales.  The future of the Company  is
dependent  upon its ability to obtain financing and  upon  future
profitable  operations from the development of its  new  business
opportunities.  Management raised additional capital  through  an
offering  of  common stock registered on Form SB-2  and  believes
that  the Company has enough capital for operations for a  period
of  twelve  months.  The financial statements do not include  any
adjustments relating to the recoverability and classification  of
recorded  assets,  or  the  amounts  of  and  classification   of
liabilities  that  might be necessary in the  event  the  Company
cannot continue in existence.

Note 3 - Related party transactions

Office  space  and  services are provided  without  charge  by  a
director  and  shareholder.  Such costs  are  immaterial  to  the
financial  statements and, accordingly, have not  been  reflected
therein.   The officers and directors of the Company are involved
in  other  business  activities and may, in  the  future,  become
involved in other business opportunities.  If a specific business
opportunity becomes available, such persons may face  a  conflict
in  selecting  between  the  Company  and  their  other  business
interests.   The  Company has not formulated  a  policy  for  the
resolution of such conflicts.




                           PAGE-10-F5





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

This  section  must  be read in conjunction  with  the  unaudited
Financial Statements included in this report.

A.   Management's Discussion

QEI was incorporated in the State of Nevada on June 3, 1998.  QEI
is  a startup and has not yet realized any revenues.  QEI had not
begun actively pursuing its business plan until Orion Publishing,
Inc., a wholly owned subsidiary, was incorporated in the State of
Nevada on November 21, 2001.  To date, QEI has:

* recruited and retained a management team and board of directors;
* developed a business plan;
* raised start-up capital in a registered public offering; and
* launched the pilot version of its website, www.comicauction.biz.

In  the  initial approximately fifty-eight-month operating period
from June 3, 1998 (inception) to March 31, 2003, QEI generated no
revenues  while  incurring $13,503 in general and  administrative
expenses.  This resulted in a cumulative net loss of $13,503  for
the  period,  which  was  equivalent to  $0.00  per  share.   The
cumulative net loss was attributable solely to the costs of start-
up operations.

With continuing losses and no sales to date, the future of QEI is
dependent  upon its ability to obtain financing and  upon  future
profitable  operations from the development of its  new  business
opportunities.   On  the basis of these facts, QEI's  independent
auditors  expressed doubt about QEI's ability to  continue  as  a
going concern.

In  February 2003, QEI completed a public offering registered via
Form SB-2 and issued a total of 250,000 shares of its $0.001  par
value common stock in exchange for cash of $25,000.

B.   Plan of Operation

QEI  expects that it will sell new-issue comic books for  between
$1.50  to  $10.00.  Vintage comic books may range in  price  from
$0.10  to  $350.00 per item.  QEI plans to derive  revenues  from
listing and transaction fees.  QEI expects to charge a fee of  2%
of  the amount of transaction, which QEI will collect from buyers
and sellers (1% from the buyer and 1% from the seller) after each
auction is completed.

QEI's  goal  is to maintain an innovative attractive web  auction
that  appeals  to  buyers  and sellers  in  customer-to-customer,
business-to-customer,  and business to  business  market  places.
QEI  is  striving  to accomplish the following  during  the  next
twelve to eighteen months:

 *  establish a subscriber/member base and benefit from  repeat
    traffic to the website; the subscriber base will be in the form
    of a "comic book of the month club" for a set price and have  a
    surprise comic book sent at the first of every month or a monthly
    news letter that reviews the newest published titles.
 *  promote  www.comicauction.biz with leading Internet  search
    engines so that they place www.comicauction.biz at the  top  of
    searches when it comes to researching and purchasing comic books;
    in particular, QEI expects to use initially and expects be at the
    top  of  searches  in www.overture.com, which  currently  lists
    ebay.com at the top of searches for a "Comic Books" at estimated
    41 cents a hit.  All QEI has to do is pay 41 cents a hit to be at
    the  top.  It will be virtually impossible to be at the top  of
    every search engine.  If QEI can maintain a presence in the top 3
    of at least three or four of top search engines.
 *  develop distribution channels beyond the website to improve revenues.




                            PAGE-11-





QEI's  website  www.comicauction.biz is  operational  and  allows
visitors  to bid and place orders online.  The initial  goal  for
the  website  -  in addition to its functionality  as  an  online
auction  site  - is to build brand recognition via  an  effective
Internet  promotional campaign.  Presently,  QEI  is  researching
promotional  mailing companies, advertising and public  relations
firms that might help QEI in the process.

At  present time, QEI estimates that in order to commence planned
operations it needs to (a) complete the set up and design of  the
website  and  (b)  purchase office furniture, computer  hardware,
software, and supplies.

QEI  believes that the proceeds of the public offering  completed
in  February 2003 will be sufficient to satisfy the start-up  and
operating  requirements for the next twelve to  eighteen  months.
"Start-up  and  operating  requirements"  involve  having   QEI's
website  totally operational and developed for $4,500.00 or  less
in  the  next 12 to 18 months.  The site will be fully functional
but,  with  a  limited budget of $4,500, the graphic  appearance,
depth  of the web pages and comic book description will be brief.
Any  advanced technical features of the website (such  as  online
video  streaming  capabilities) and widespread marketing  efforts
(such  as  promotional  mailing campaigns, engagement  of  public
relations  firms,  purchasing  of website  banner  ads)  will  be
postponed  until after several months of operation  and,  as  QEI
anticipates, will be funded from cash flow.

QEI  will  use  the  company computer for  accounting  and  order
fulfillment.  QEI's marketing budget of $500.00 will limit  QEI's
ability  to  execute the entire business plan, but  QEI  believes
that  the  amount  is sufficient to get listed on  one  mid-level
search  engine.   QEI inventory will be kept at a  minimum  (less
than $500.00).  But because of Mr. Owens experience and knowledge
in  the industry QEI feels it will still be able to sell its  own
products via its website.

QEI  anticipates that over the next twelve (12) months  QEI  will
not  hire  any  additional full- or part-time employees,  as  the
services  provided by the officers and directors  of  QEI  appear
sufficient during the initial growth stage.  Sales growth in  the
next six (6) to twelve (12) months is important for the QEI' plan
of  operations.   However, the Company cannot guarantee  that  it
will  generate  such growth.  If the Company  does  not  generate
sufficient cash flow to support its operations in the next twelve
(12)  to  eighteen  (18) months, it may need to raise  additional
capital by issuing capital stock in exchange for cash in order to
continue  as a going concern.  However, there can be no assurance
that the Company would be able to raise enough capital to stay in
business.

Item 3. Controls and Procedures

Based  on  his  most  recent review, which was  completed  within
ninety  days  of  the filing of this report, the Company's  Chief
Executive  Officer and Principal Financial Officer has  concluded
that  the  Company's  disclosure  controls  and  procedures   are
effective to ensure that information required to be disclosed  by
the  Company  in  the  reports  it files  or  submits  under  the
Securities  Exchange Act of 1934, as amended, is accumulated  and
communicated  to  the Company's management, including  its  Chief
Executive Officer and Principal Financial Officer, as appropriate
to  allow timely decisions regarding required disclosure and  are
effective to ensure that such information is recorded, processed,
summarized and reported within the time periods specified in  the
Securities and Exchange Commission's rules and forms.  There were
no  significant changes in the Company's internal controls or  in
other  factors  that  could significantly affect  those  controls
subsequent to the date of the evaluation.




                            PAGE-12-





                   PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities.

Recent Registered Offering

The SB-2 Registration Statement, as amended (SEC File Number 333-
86498),  filed  by  QEI and deemed effective  by  the  Securities
Exchange Commission (the "SEC") as of November 29, 2002,  offered
a  minimum  of 200,000 and a maximum of 2,000,000 shares  of  the
Company's  $0.001 par value common stock at a price of $0.10  per
share  pursuant to a self-underwritten offering.  As of  February
27,  2003, a total of 250,000 shares were sold by the Company  to
approximately twenty investors in conjunction with the registered
offering  for an aggregate of $25,000.00.  On February 27,  2003,
QEI  closed  the offering and subsequently filed a Post-Effective
Amendment to deregister 1,750,000 shares representing the  unsold
portion  of  the stock offered by QEI.  As of the  close  of  the
offering,  Andrew D. Owens advanced approximately $6,589  of  the
expenses of the offering.

During the three months ended March 31, 2003, the actual uses  of
the proceeds from the offering were as follows:

          Item                             Amount
---------------------------------------------------------
Offering Expenses:
  Escrow & Transfer Agent                  $555.00
General Working Capital:
  Accounting                             $2,000.00
  Other                                     $35.25
---------------------------------------------------------
Total                                    $2,590.25
=========================================================


None of the uses described above were direct or indirect payments
to  directors, officers, general partners of the Company or their
associates;  to persons owning ten (10) percent or  more  of  any
class  of  equity securities of the Company; or to affiliates  of
the Company.

The  actual uses of proceeds described above were consistent with
the  anticipated uses of proceeds described in the Prospectus for
the offering.

Item 3. Defaults Upon Senior Securities.

None.

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

None.




                            PAGE-13-





Item 5. Other Information.

None.

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

(a)  Exhibits required by Item 601 of Regulation S-B

Exhibit           Name and/or Identification of Exhibit
 Number

   3.    Articles of Incorporation & By-Laws
         (a)  Articles  of  Incorporation  of  Quality  Exchange,
              Inc. filed on June 3, 1998, incorporated by reference
              to the Registration Statement on Form SB-2, as amended,
              previously filed with the SEC on June 12, 2002.
         (b)  Bylaws  of Quality Exchange, Inc. adopted  on  June
              17, 1998, incorporated by reference to the Registration
              Statement on Form SB-2, as amended, previously filed
              with the SEC on June 12, 2002.
         (c)  Articles  of  Incorporation  of  Orion  Publishing,
              Inc.  filed  on November 21, 2001, incorporated  by
              reference to the Registration Statement on Form SB-2,
              as amended, previously filed with the SEC on June 12,
              2002.
         (d)  Bylaws   of  Orion  Publishing,  Inc.  adopted   on
              December 3, 2001, incorporated by reference to  the
              Registration  Statement on Form  SB-2,  as  amended
              previously filed with the SEC on June 12, 2002.

  21.    Subsidiaries of the Registrant, incorporated by
         reference to the Registration Statement on Form SB-2,
         as amended, previously filed with the SEC on June 12,
         2002.

  99.    Additional Exhibits
         Certification Pursuant to Title 18, United States Code,
         Section 1350, as Adopted Pursuant to Section 906 Of The
         Sarbanes-Oxley Act Of 2002.

(b) Reports on Form 8-K

No  reports were filed on Form 8-K during the quarter  for  which
this Report is filed.












                            PAGE-14-





                           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.

                     Quality Exchange, Inc.
                    ------------------------
                          (Registrant)


     Signature               Title                  Date
     ---------               -----                  ----

/s/ Andrew D. Owens     President & CEO,        May 12, 2003
-------------------        Secretary,
  Andrew D. Owens     Treasurer, Director


/s/ Andrew D. Owens   Principal Financial       May 12, 2003
-------------------         Officer
  Andrew D. Owens

/s/ Andrew D. Owens   Principal Accounting      May 12, 2003
-------------------         Officer
  Andrew D. Owens






















                            PAGE-15-





    Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Andrew D. Owens, President and Chief Executive Officer and
Principal Financial Officer of Quality Exchange, Inc., certify
that:

 1.    I  have  reviewed this quarterly report on Form 10-QSB  of
    Quality Exchange, 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.     I am responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules 13a-14
    and 15d-14) for the registrant and I 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 ("Evaluation Date"); and
   c)   presented in this quarterly report my conclusions about the
      effectiveness of the disclosure controls and procedures based on
      my evaluation as of the Evaluation Date;

 5.   I have disclosed, based on my 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.    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 my most recent evaluation, including any corrective
    actions  with regard to significant deficiencies and material
    weaknesses.

Date:     May 12, 2003

By:  /s/ Andrew D. Owens
    ---------------------
Andrew D. Owens, President & CEO
Principal Financial Officer




                             -PAGE-