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 June 30, 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 No.)
  incorporation or organization)


                        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 12, 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
August 8, 2003.

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




                               -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.    12
 Item 3. Controls and Procedures                                        12

PART II - OTHER INFORMATION                                             14

 Item 1. Legal Proceedings.                                             14
 Item 2. Changes in Securities.                                         14
 Item 3. Defaults Upon Senior Securities.                               14
 Item 4. Submission of Matters to a Vote of Security Holders.           14
 Item 5. Other Information.                                             14
 Item 6. Exhibits and Reports on Form 8-K.                              15

SIGNATURES                                                              16




















                               -2-





                 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

*    Consolidated Balance Sheet as of June 30, 2003.

*    Consolidated Statements of Operations for the Three  Months
     and Six Months Ended June 30, 2003 and 2002, and For the Period
     June 3, 1998 (Inception) to June 30, 2003.

*    Cash Flows for the Six Months Ended June 30, 2003 and 2002,
     and For the Period June 3, 1998 (Inception) to June 30, 2003.

*    Notes to Financial Statements





















                               -3-










              Quality Exchange, Inc. and Subsidiary
                  (A Development Stage Company)

                   Consolidated Balance Sheet
                              as of
                          June 30, 2003

                               and

              Consolidated Statements of Operations
            for the Three Months and Six Months Ended
                     June 30, 2003 and 2002,
                       and For the Period
            June 3, 1998 (Inception) to June 30, 2003

                               and

                           Cash Flows
                    for the Six Months Ended
                     June 30, 2003 and 2002,
                       and For the Period
            June 3, 1998 (Inception) to June 30, 2003















                               -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

























                               -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. and Subsidiary
(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 June 30, 2003 and the related
consolidated  statements of operations for the  three-months  and
six-months  ended June 30, 2003 and 2002 and for the period  June
3, 1998 (Inception) to June 30, 2003, and consolidated statements
of cash flows for the six-months ended June 30, 2003 and 2002 and
for  the period June 3, 1998 (Inception) to June 30, 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
-----------------------------
August 7, 2003




                             -6-  F1





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

                                                              June 30,
                                                                2003
                                                           -------------
Assets

Current assets:
 Cash                                                      $    17,839
                                                           -------------
   Total current assets                                         17,839
                                                           -------------

Fixed assets, net                                                1,166
                                                           -------------
                                                           $    19,005
                                                           =============

Liabilities and Stockholders' Equity

Current liabilities:
 Due to shareholder                                              9,040
                                                           -------------
   Total current liabilities                                     9,040
                                                           -------------
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                (17,035)
                                                           -------------
                                                                 9,965
                                                           -------------
                                                           $    19,005
                                                           =============

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




                             -7-  F2






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

<TABLE>
<CAPTION>

                                                    For the three-month         For the six-month          June 3, 1998
                                                       period ended                period ended           (Inception) to
                                                         June 30,                    June 30,               June 30,
                                                    2003         2002           2003         2002             2003
                                                ----------    ----------    -----------   -----------     -------------
<S>                                                 <C>           <C>            <C>          <C>              <C>

Revenue                                         $       -     $       -     $        -    $       -       $       -
                                                ----------    ----------    -----------   -----------     -------------
Expenses:
 General and administrative expenses                3,471            18          6,279        9,201          16,974
 Depreciation                                          61             -             61            -              61
                                                ----------    ----------    -----------   -----------     -------------
  Total expenses                                    3,532            18          6,340        9,201          17,035
                                                ----------    ----------    -----------   -----------     -------------
Net (loss)                                      $  (3,532)   $      (18)    $   (6,340)   $  (9,201)      $ (17,035)
                                                ==========    ==========    ===========   ===========     =============
Weighted average number of
 common shares outstanding - basic and          2,250,000     2,000,000      2,171,271    2,000,000
 fully diluted                                  ==========    ==========    ===========   ===========

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

</TABLE>


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





                             -8-  F3





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

<TABLE>
<CAPTION>
                                                    For the six-month        June 3, 1998
                                                       period ended          (Inception) to
                                                         June 30,               June 30,
                                                    2003           2002          2003
                                               ------------   ------------   --------------
<S>                                                 <C>            <C>             <C>

Cash flows from operating activities
Net (loss)                                     $   (6,340)    $   (9,201)    $   (17,035)
Depreciation                                           61              -              61
Adjustments to reconcile net (loss) to
 net cash (used) by operating activities:
 Increase in due to shareholder                       100          7,665           9,040
                                               ------------   ------------   --------------
Net cash (used) by operating activities            (6,179)        (1,536)         (7,934)
                                               ------------   ------------   --------------
Cash flows from investing activities
 Purchase of fixed assets                          (1,227)             -          (1,227)
                                               ------------   ------------   --------------
Net cash used by investing activities              (1,227)             -          (1,227)
                                               ------------   ------------   --------------
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                               17,594            464          17,839
Cash - beginning                                      245              -               -
                                               ------------   ------------   --------------
Cash - ending                                  $   17,839     $      464     $    17,839
                                               ============   ============   ==============
Supplemental disclosures:
 Interest paid                                 $        -     $        -     $         -
                                               ============   ============   ==============
 Income taxes paid                             $        -     $        -     $         -
                                               ============   ============   ==============

</TABLE>

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




                             -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 $17,035 for the period from June 3, 1998 (inception)  to
June  30,  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 - Fixed assets

During  the  six  month period ended June 30, 2003,  the  Company
purchased   computer  equipment  totaling  $1,227  and   recorded
depreciation expense of $61.

Note 4 - Related party transactions

As  of  June 30, 2003, the Company owes a total of $9,040 to  its
sole  officer and director.  The amount owed is due  upon  demand
and bears no interest.

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.




                            -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  has
begun  actively  pursuing  its business plan.  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 sixty-one-month period from June 3,
1998  (inception)  to  June 30, 2003, QEI generated  no  revenues
while  incurring $17,035 in general and administrative  expenses.
This resulted in a cumulative net loss of $17,035 for the period,
which was equivalent to $0.01 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.




                              -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 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.




                              -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 six months ended June 30, 2003, the actual uses of the
proceeds from the offering were as follows:

               Item                        Amount
-------------------------------------------------------------
Offering Expenses:
Escrow & Transfer Agent                     $555.00
Miscellaneous fees                          $200.00
Computer Hardware & Software              $1,256.23
General Working Capital:
Accounting                                $2,600.00
Other                                     $2.859.25
-------------------------------------------------------------
Total                                     $7,470.48
=============================================================

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 with one exception: the Company had to  allocate  a
larger  portion of the net proceeds from the offering to  general
working  capital, primarily because of a substantial increase  in
the cost of complying with federal securities regulations.

Item 3. Defaults Upon Senior Securities.

None.




                              -13-





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 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.




                              -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,       August 10, 2003
-------------------        Secretary,
  Andrew D. Owens     Treasurer, Director


/s/ Andrew D. Owens   Principal Financial      August 10, 2003
-------------------         Officer
  Andrew D. Owens

/s/ Andrew D. Owens   Principal Accounting     August 10, 2003
-------------------         Officer
  Andrew D. Owens













                              -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:     August 10, 2003

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




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