U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                        FORM 10-QSB

     [ X ] QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 2002

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from        to

                               Commission File No. 2-93231-NY

                              FASHION TECH INTERNATIONAL, INC.
             (Exact name of small business issuer as specified in its charter)

                 Nevada                  87-0395695
    (State or Other Jurisdiction of      (IRS Employer
     Incorporation or Organization)      Identification No.)

               311 South State Street, Suite 460, Salt Lake City, Utah 84111
                          (Address of principal executive offices)

                                       (801) 364-9262
                                (Issuer's telephone number)

                        1340 East 130 North, Springville, Utah 84663
            (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act 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. Yes [X] No[]

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

Check whether the registrant  has filed all documents and reports  required
to be filed by Sections 12, 13, or 15(d) of the Exchange Act  subsequent  to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date: As of December 31, 2002 there
were 3,591,082 shares of common stock outstanding.

<PAGE>

                                        FORM 10-QSB
                              FASHION TECH INTERNATIONAL, INC.

                                           INDEX
                                                                      Page
PART I.       Financial Information                                      2

              Item 1.  Financial Statements                              3

              Unaudited Condensed Balance Sheets                         3
              December 31, 2002 and March 31, 2002

              Unaudited Condensed Statements of Operations For           4
              The
              Three and Nine Months Ended December 31, 2002 and
              2001, and
              From Re-entering Development Stage On
              April 1, 1985 to December 31, 2002

              Unaudited Condensed Statements of Cash Flows For           5
              The
              Nine Months Ended December 31, 2002 and 2001, and
              From Re-entering Development Stage On
              April 1, 1985 to December 31, 2002

              Notes to Unaudited Condensed Financial Statements          6

              Item 2.  Management's Discussion and Analysis or           9
              Plan of Operation

              Item 3.  Controls and Procedures                          10

PART II.      Other Information                                         10

Signatures                                                              10


                                       2
<PAGE>

                                          PART I.
                               Item 1. Financial Information

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                              UNAUDITED CONDENSED BALANCE SHEETS


                                            ASSETS

                                                    December 31,       March 31,
                                                        2002            2002
                                                     ___________     ___________
CURRENT ASSETS:
   Cash in bank                                    $          -    $         93
                                                     ___________     ___________
          Total Current Assets                                -              93
                                                     ___________     ___________

                                                   $          -    $         93
                                                     ___________     ___________

                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Bank overdraft                                  $        467    $          -
   Accounts payable                                         400             950
   Advances - related party                              14,950          12,250
                                                     ___________     ___________
          Total Current Liabilities                      15,817          13,200
                                                     ___________     ___________

STOCKHOLDERS' EQUITY (DEFICIT):
 Preferred stock, $.001 par value,
     5,000,000 shares authorized,
     no shares issued and
     outstanding                                              -               -
 Common stock, $.001 par value,
     120,000,000 shares authorized,
     3,591,082 shares issued and
     outstanding                                          3,591           3,591
   Capital in excess of par value                       550,448         550,448
   Retained deficit                                   (413,549)        (413,549)
   Deficit accumulated during the
     development stage                                (156,307)        (153,597)
                                                     ___________     ___________
          Total Stockholders' Equity (Deficit          (15,817)         (13,107)
                                                     ___________     ___________
                                                    $          -    $         93
                                                     ___________     ___________

Note:  The  balance  sheet of March  31,  2002 was taken  from the  audited
       financial statements at that date and condensed.

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

                                       3
<PAGE>

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                                    From the
                                                                 Re-entering of
                           For the Three        For the Nine    the Development
                           Months Ended         Months Ended   Stage on April 1,
                            December 31,         December 31,     1985 through
                         ___________________  ___________________  December 31,
                          2002       2001      2002       2001        2002
                        ____________________ ___________________________________
REVENUE                 $       - $       -  $       - $       -  $           -

COST OF SALES                   -         -          -         -              -
                        ____________________ ___________________________________
GROSS PROFIT                                         -         -              -

EXPENSES:
   General and
    administrative            536         -      2,710     4,576        157,817
                        ____________________ ___________________________________
LOSS FROM OPERATIONS
  BEFORE OTHER INCOME
  (EXPENSE)                  (536)        -     (2,710)   (4,576)      (157,817)
                        ____________________ ___________________________________
OTHER INCOME (EXPENSE):
   Interest expense             -         -          -         -           (434)
   Gain on disposal of
    assets                      -         -          -         -          1,944
                        ____________________ ___________________________________
TOTAL OTHER INCOME
  (EXPENSE)                     -         -          -         -          1,510
                        ____________________ ___________________________________
LOSS BEFORE INCOME TAXES     (536)        -     (2,710)   (4,576)      (156,307)

CURRENT TAX EXPENSE             -         -          -         -              -

DEFERRED TAX EXPENSE            -         -          -         -              -
                        ____________________ ___________________________________
NET LOSS                $    (536)     $  -   $ (2,710) $ (4,576)   $  (156,307)
                        ____________________ ___________________________________
LOSS PER COMMON SHARE   $    (.00)     $  -   $   (.00) $   (.00)   $      (.13)
                        ____________________ ___________________________________












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

                                       4
<PAGE>

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                  From the
                                                               Re-entering of
                                           For the Nine          Development
                                           Months Ended       Stage on April 1,
                                           December 31,         1985 Through
                                       ______________________     December 31,
                                          2002        2001           2002
                                       __________  __________   ________________
Cash Flows From Operating Activities:
   Net loss                            $   (2,710) $   (4,576)    $    (156,307)
   Adjustments to reconcile net loss to
     net cash used by operating
      activities:
       Non-cash expenses                        -           -            50,000
       Changes in assets and liabilities:
         Increase (decrease) in accounts
          payable                            (550)       (196)           (1,544)
         Increase in accrued interest           -           -               434
                                       __________  __________    _______________
          Net Cash (Used) by Operating
            Activities                     (3,260)     (4,772)         (107,417)
                                       __________  __________    _______________

Cash Flows From Investing Activities            -           -                 -

          Net Cash (Used) by Investing
            Activities                          -           -                 -
                                       __________  __________    _______________

Cash Flows From Financing Activities:
   Proceeds from bank overdraft               467           -               467
   Proceeds from common stock issuance          -           -            70,000
   Proceeds from notes payable                  -           -            22,000
   Advances from related party              2,700       5,000            14,950
                                       __________  __________    _______________
          Net Cash Provided by
            Financing Activities            3,167       5,000           107,417
                                       __________  __________    _______________
Net Increase (Decrease) in Cash               (93)        228                 -

Cash at Beginning of Period                    93          48                 -
                                       __________  __________    _______________
Cash at End of Period                   $       -   $     276     $           -
                                      =========== ===========   ================

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
     Interest                           $       -   $      -      $           -
     Income taxes                       $       -   $      -      $           -

Supplemental Schedule of Noncash Investing and Financing Activities:

   For the nine months ended December 31, 2002:
      None

   For the nine months ended December 31, 2001:
      None





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

                                       5
<PAGE>

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                       NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  -  Fashion  Tech  International,   Inc  ("the  Company")  was
     organized  under the laws of the State of Utah on April 22,  1983 under the
     name  Portofino  Investment,  Inc.  The name of the  Company was changed to
     Fashion  Tech  International,  Inc on January 31, 1984.  During  1999,  the
     Company changed its domicile to the State of Nevada.  The Company currently
     has no  on-going  operations  and is  considered  to  have  re-entered  the
     development stage as defined in Statement of Financial Accounting Standards
     No.  7 on  April  1,  1985.  The  Company  is  currently  seeking  business
     opportunities or potential business acquisitions.

     Condensed Financial Statements - The accompanying financial statements have
     been prepared by the Company  without audit.  In the opinion of management,
     all adjustments (which include only normal recurring adjustments) necessary
     to present  fairly the financial  position,  results of operations and cash
     flows at December  31,  2002 and 2001 and for the  periods  then ended have
     been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles in the United States of America have been  condensed or omitted.
     It is  suggested  that  these  condensed  financial  statements  be read in
     conjunction with the financial statements and notes thereto included in the
     Company's  March 31,  2002  audited  financial  statements.  The results of
     operations  for the  periods  ended  December  31,  2002  and  2001 are not
     necessarily indicative of the operating results for the full year.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number of shares  outstanding  during  the  period  presented,  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 6].

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  requires  management to make  estimates and  assumptions
     that affect the reported amounts of assets and liabilities, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the reported  amount of revenues  and  expenses  during the
     reported period. Actual results could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No.  141,  "Business  Combinations",   SFAS  No.  142,
     "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
     Retirement  Obligations",  SFAS No. 144,  "Accounting for the Impairment or
     Disposal  of  Long-Lived  Assets",   SFAS  No.  145,  "Rescission  of  FASB
     Statements  No. 4, 44,  and 64,  Amendment  of FASB  Statement  No. 13, and
     Technical Corrections", SFAS No. 146, "Accounting for Costs Associated with
     Exit or  Disposal  Activities",  SFAS No.  147,  "Acquisitions  of  Certain
     Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and
     FASB  Interpretation No. 9", and SFAS No. 148,  "Accounting for Stock-Based
     Compensation  - Transition  and Disclosure - an Amendment of FASB Statement
     No. 123", were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147
     and 148 have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

                                       6
<PAGE>

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                       NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     Restatement - The financial  statements  for all periods have been restated
     to reflect a 100 for 1 reverse stock split which was effected  during April
     1999.

     Reclassification  - The financial  statements for periods prior to December
     31,  2002  have  been   reclassified   to  conform  to  the   headings  and
     classifications used in the December 31, 2002 financial statements.

NOTE 2 - CAPITAL STOCK

     On April 28,  1999,  the  Company  amended its  Articles  of  Incorporation
     changing  the par value from $.005 to $.001.  The company  also  authorized
     5,000,000 shares of preferred stock with a par value of $.001.

     On April 28, 1999,  the Company  authorized a 1 for 100 reverse stock split
     thus reducing the number of shares outstanding at that time to 591,082. The
     financial  statements  for all  periods  have been  restated to reflect the
     stock split.

     On June 7, 1999,  the Company issued  3,000,000  shares of common stock for
     the conversion of a $22,000 note payable and $434 of accrued interest.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  At December  31,  2002,  the
     Company has available unused operating loss  carryforwards of approximately
     $27,200,  which may be  applied  against  future  taxable  income and which
     expire in various years through 2023.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately $8,700 and $8,300 as of December 31, 2002 and March 31, 2002,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting  in a change in the  valuation  allowance of  approximately  $400
     during the nine months ended December 31, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Advances  From Related  Party - During the nine months  ended  December 31,
     2002, a  shareholder  of the Company  advanced  $2,700 to the  Company.  No
     interest is being  accrued on these  advances.  At December 31,  2002,  the
     total amount owing the shareholder for advances is $14,950.

                                       7
<PAGE>

                                FASHION TECH INTERNATIONAL, INC
                                 [A Development Stage Company]

                       NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]

     Management  Compensation  - During the nine months ended  December 31, 2002
     and 2001, the Company did not pay any compensation to any  officer/director
     of the Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer of the Company is allowing the Company to use his home as a mailing
     address, as needed, at no expense to the Company.

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted  accounting  principles in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company,  has incurred  losses since its  inception and has no on-going
     operations.  Further,  the  Company has  current  liabilities  in excess of
     current assets.  These factors raise substantial doubt about the ability of
     the Company to continue as a going concern.  In this regard,  management is
     seeking  potential  business  opportunities  and is  proposing to raise any
     necessary  additional funds not provided by operations through loans and/or
     through  additional  sales of its common stock.  There is no assurance that
     the Company will be successful in raising  additional  capital or achieving
     profitable  operations.   The  financial  statements  do  not  include  any
     adjustments that might result from the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share and
     the effect of dilutive potential common stock for the periods presented:
<TABLE>
<CAPTION>

                                                                                 From the
                                                                              Re-entering of
                                         For the Three        For the Nine    the Development
                                         Months Ended         Months Ended   Stage on April 1,
                                         December 31,         December 31,     1985 through
                                   __________________________________________  December 31,
                                       2002       2001      2002       2001        2002
                                    ____________________ _________________________________
      <S>                           <C>        <C>       <C>        <C>       <C>
      Loss from continuing
        operations available to
        common stockholders
        (numerator)                 $    (536) $  -      $ (2,710)  $  (4,576)$   (156,307)
                                    ____________________ _________________________________
      Weighted average number of
        common shares outstanding
        used in loss per share during
        the period (denominator)     3,591,082 3,591,082  3,591,082  3,591,082   1,166,590
                                    ____________________ _________________________________
</TABLE>

Dilutive  loss  per  share  was not  presented,  as the  Company  had no  common
equivalent shares for all periods presented that would effect the computation of
diluted loss per share.

                                       8
<PAGE>



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

Results of Operations

Nine Month Periods Ended December 31, 2002 and 2001

The Company had no revenue from continuing operations for the nine-month periods
ended December 31, 2002 and 2001.

General and  administrative  expenses for the nine month periods ended  December
31, 2002 and 2001,  consisted  of general  corporate  administration,  legal and
professional  expenses,  and accounting and auditing costs.  These expenses were
$2,710 and $4,576 for the  nine-month  periods ended December 31, 2002 and 2001,
respectively.

As a result of the foregoing factors,  the Company realized a net loss of $2,710
for the nine months ended December 31, 2002, as compared to a net loss of $4,576
for the same period in 2001.

Liquidity and Capital Resources

During  the nine  months  ended  December  31,  2002,  Lynn  Dixon,  a  majority
shareholder of the Company advanced $2,700 to the Company. At December 31, 2002,
the Company had a bank overdraft of $467,  $400 in accounts  payable and $14,950
in accounts  payable to Mr. Dixon as a related party.  At December 31, 2002, the
Company  had a working  capital  deficit of  $15,817,  as  compared to a working
capital  deficit of $13,107 at March 31, 2002.  This decrease in working capital
is  attributable  to general and  administrative  expenses  incurred  during the
quarter without any increase in cash.

The Company does not have sufficient cash to meet its operational  needs for the
next twelve months.  Management will attempt to raise additional capital through
loans from related parties, debt financing, equity financing or a combination of
financing  options.  Currently,  there  are no  understandings,  commitments  or
agreements  for such an infusion of capital and there be no  assurances  to that
effect.  Unless the  Company  can obtain  additional  financing,  its ability to
continue as a going concern after the next twelve-month period is doubtful.  The
Company's need for capital may change dramatically if and during that period, it
acquires an interest in a business opportunity.

The Company's  current  operating plan is to (i) handle the  administrative  and
reporting  requirements  of a public  company,  and (ii)  search  for  potential
businesses,  products,  technologies and companies for acquisition.  At present,
the Company has no understandings, commitments or agreements with respect to the
acquisition  of any business  venture,  and there can be no  assurance  that the
Company will identify a business venture suitable for acquisition in the future.
Further,  there can be no  assurance  that the Company  would be  successful  in
consummating  any  acquisition  on  favorable  terms  or that it will be able to
profitably manage any business venture it acquires.

Forward-Looking Statements

This Form 10-QSB includes, without limitation, certain statements containing the
words "believes", "anticipates",  "estimates", "intends", and words of a similar
nature,  constitute  "forward-looking  statements"  within  the  meaning  of the
Private  Securities  Litigation  Reform Act of 1995.  This Act  provides a "safe
harbor"  for  forward-looking  statements  to  encourage  companies  to  provide
prospective  information about them so long as they identify these statements as
forward  looking  and  provide  meaningful,  cautionary  statements  identifying
important  factors that could cause actual  results to differ from the projected
results.  All statements  other than  statements of historical fact made in this
Form 10-QSB are forward-looking.  In particular, the statements herein regarding
industry  prospects and future  results of operations or financial  position are
forward-looking  statements.  Forward-looking  statements  reflect  management's
current expectations and are inherently uncertain.  The Company's actual results
may differ significantly from management's expectations.

                                       9
<PAGE>


                              Item 3. Controls and Procedures

The Company's chief executive  officer and chief financial officer evaluated its
disclosure  controls  and  procedures  on  December  31,  2002.  Based  on  this
evaluation,  the  chief  executive  officer  and  the  chief  financial  officer
concluded  that  the  disclosure   controls  and  procedures  are  effective  in
connection with the Company's  filing of its quarterly report on Form 10-QSB for
the quarterly period ended December 31, 2002.

Subsequent to December 31, 2002,  through the date of this filing of Form 10-QSB
for the quarterly period ended December 31, 2002, there have been no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls,  including any significant  deficiencies or
material weaknesses of internal controls that would require corrective action.

                                 PART II. OTHER INFORMATION

                          Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K:  None

Exhibits:  None

                                          SIGNATURES

     In accordance  with the Exchange Act, the registrant  caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                    FASHION TECH INTERNATIONAL, INC.


Date: February 18, 2003             By: /s/ Pam Jowett, Chief Executive and
                                        Financial Officer

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                      906 of the Sarbanes-Oxley Act of 2002.

     In connection with the Quarterly Report of Fashion Tech International, Inc.
(the  "Company") on Form 10-QSB for the period ending December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Pam Jowett,  Chief  Executive and Financial  Officer of the Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date: February 18, 2003             By: /s/ Pam Jowett, Chief Executive and
                                        Financial Officer

                                       10
<PAGE>

                                       CERTIFICATION

I, Pam Jowett, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Fashion  Tech
International, Inc.;

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: February 18, 2003            By: /s/ Pam Jowett, Chief Executive and
                                       Financial Officer

                                       11
<PAGE>