U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended: December 31, 2002
                                ------------------

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _________

Commission file number:  000-30405

                    Universal Communication Systems, Inc.
                    ----------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Nevada                      4812                         860887822
 (State or jurisdiction   (Primary Standard Industrial          (IRS Employer
    of incorporation          Identification No.)               Classification
    or organization)                                               Code No.)


                                MICHAEL J. ZWEBNER
                             407 Lincoln Rd, Suite 6K
                              Miami Beach, FL 33139
                             -----------------------
                    (Address of principal executive offices)

                                 (305) 672-6344
                           (Issuer's telephone number)


                       (Issuer's former telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes  X     No
                                                            ------     ------

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

         Class                      Outstanding as of February 14, 2003
         -----                      -----------------------------------

Common Stock, $.001 par value                     10,117,517

Transitional Small Business Disclosure Format:    Yes            No     X
                                                      --------      ---------


<PAGE>
                                TABLE OF CONTENTS



PART I     FINANCIAL INFORMATION                                            Page
                                                                            ----

   Item 1.  Consolidated Financial Statements:

            Balance Sheet - September 30, 2002 and
            December 31, 2002                                                3

            Statement of Operations for the three months
            Ended December 31, 2002 and 2001                                 4

            Statement of Cash Flows for the three months
            Ended December 31, 2002 and 2001                                 5

            Notes to the Financial Statements
            December 31, 2002                                                6

   Item 2.  Management's Discussion and Analysis or Plan
            of Operations                                                    7

   Item 3.  Evaluation Of Disclosure Controls And Procedures                 9


PART II    OTHER INFORMATION

   Item 1.  Legal Proceedings                                                10

   Item 2.  Changes in Securities                                            11

   Item 3.  Defaults Upon Senior Securities                                  11

   Item 4.  Submission of Matters to Vote of Security Holders                11

   Item 5.  Other Information                                                11

   Item 6.  Exhibits and Reports on Form 8-K                                 11

   Item 7.  Signatures                                                       12


                                       2
<PAGE>


Part I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                              Universal Communication Systems, Inc.
                                    Condensed Balance Sheets

                                                                  December 31,          September 30,
                                                                     2002                    2002
                                                                     ----                    ----
                                                                  (unaudited)            (see note 1)
                                                                  -----------            ------------
                                               Assets
Current Assets:
<S>                                                       <C>                      <C>
   Cash & cash equivalents                                    $               273    $                874
                                                              --------------------   ---------------------
        Total Current Assets                                                  273                     874
                                                              --------------------   ---------------------
Due from related party, net                                                27,955                  35,456
                                                              --------------------   ---------------------

Fixed Assets:
   Equipment                                                               25,259                  25,259
   Furniture and fixtures                                                   1,917                   1,917
   Less: Accumulated depreciation & amortization                          (17,311)                (15,889)
                                                              --------------------   ---------------------
        Total Fixed Assets                                                  9,865                  11,287
                                                              --------------------   ---------------------

Investment in Digital Way (Peru), net
   of impairment                                                                -                       -
                                                              --------------------   ---------------------
Other assets                                                               11,250                  11,250
                                                              --------------------   ---------------------
        Total Assets                                          $            49,342    $             58,867
                                                              ====================   =====================

                                           Liabilities and Stockholders' Deficit
Current Liabilities:
   Current maturities of convertible debentures               $           886,449    $            886,449
   Accounts payable, trade                                              1,093,019               1,078,941
   Accrued expenses                                                       160,724                 156,978
   Due to related entities                                                 80,564                  29,791
                                                              --------------------   ---------------------
       Total Current Liabilities                                        2,220,756               2,152,159

Long Term Liabilities:
   Note Payable                                                           261,864                 254,237
   Convertible debentures, net of current maturities                    4,163,173               4,123,415
                                                              --------------------   ---------------------
      Total Long Term Liabilities                                       4,425,037               4,377,652
                                                              --------------------   ---------------------
         Total Liabilities                                              6,645,793               6,529,811
                                                              --------------------   ---------------------

Commitments and Contingencies                                                   -                       -

Stockholders' Deficit:
   Preferred stock, par value $.001 per share,
      10,000,000 shares authorized, no shares issued and outstanding
   Common stock, par value $.001 per share,
      800,000,000 shares authorized, 7,209,155 issued
      and outstanding                                                       7,209                   5,968
   Additional paid-in capital                                          23,174,585              23,071,546
   Accumulated deficit                                                (29,778,245)            (29,548,458)
                                                              --------------------   ---------------------
       Total Stockholders' Deficit                                     (6,596,451)             (6,470,944)
                                                              --------------------   ---------------------
         Total Liabilities and Stockholders' Deficit          $            49,342    $             58,867
                                                              ====================   =====================
</TABLE>
                  See notes to condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                              Universal Communication Systems, Inc.
                               Condensed Statements of Operations
                                            UNAUDITED


                                                 Three Months                        Three Months
                                              Ended December 31,                    Ended December 31,
                                                    2002                                 2001
                                              ------------------                  -------------------
<S>                                        <C>                             <C>
Revenue                                       $             -                     $                -
Cost of goods sold                                          -                                      -
                                              ------------------                  -------------------
Gross profit                                                -                                      -

Operating expenses                                      179,899                              202,145

                                              ------------------                  -------------------
Operating income (loss)                                (179,899)                            (202,145)

Interest income (expense)                               (49,888)                             (81,630)
                                              ------------------                  -------------------


Net loss                                      $        (229,787)                  $         (283,775)
                                              ==================                  ===================

Basic And Diluted Loss Per
Share                                         $          (0.034)                  $           (0.002)
                                              ==================                  ===================

Basic and Diluted Weighted
Average Shares Outstanding                            6,835,651                              137,531
                                              ==================                  ===================
</TABLE>

                  See notes to condensed financial statements.

                                       4


<PAGE>
<TABLE>
                              Universal Communication Systems, Inc.
                                Condensed Statement of Cash Flows
                                          UNAUDITED
<CAPTION>

                                                                        For the             For the
                                                                     Three Months         Three Months
                                                                         Ended               Ended
                                                                       December 31,        December 31,
                                                                         2002                 2001
                                                                   ------------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                   <C>
    Net Loss                                                       $        (229,787)   $       (283,775)
    Adjustments to reconcile net loss from operations
      to net cash used by operating activities:
       Depreciation and amortization expense                                   1,422              15,548
       Interest payable added to principal of
       debentures                                                             39,758             123,557
       Interest added to principal of note payable                             7,627                   -
       Stock issued for services                                             104,280                   -
    Changes in operating assets and liabilities:
       (Increase) decrease in prepaid and other                                    -                   -
       Decrease in accounts receivable                                             -                   -
       (Decrease) in accrued expenses                                          3,746          (1,016,485)
       Increase in accounts payable                                           14,077           1,004,381
       Increase in due to related entities                                    50,775              94,933
                                                                   ------------------   -----------------

       Net Cash (Used) by Operating Activities                                (8,102)            (61,841)
                                                                   ------------------   -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
       Decrease in advances from related parties                               7,501                   -
                                                                   ------------------   -----------------

       Net Cash (Used) by Investing Activities                                 7,501                   -
                                                                   ------------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from the issuance of senior secured
      convertible debentures                                                       -              60,000
                                                                   ------------------   -----------------
       Net Cash Provided by Financing Activities                                   -              60,000
                                                                   ------------------   -----------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (601)             (1,841)

CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                                       874               4,082
                                                                   ------------------   -----------------

CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                               $             273    $          2,241
                                                                   ==================   =================
SUPPLEMENTAL DISCLOSURES OF CASH:
       Interest paid                                               $               -    $              -
       Income taxes paid                                           $               -    $              -

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
       Interest accrued on debentures, added to
       the principal of the debentures                             $          39,758    $       $123,557
</TABLE>
                  See notes to condensed financial statements.

                                        5



<PAGE>
                         Universal Communication Systems, Inc.
                             NOTES TO FINANCIAL STATEMENTS

NOTE 1 - General and Summary of Business and Significant Accounting Policies.

               Basis of Presentation

               The accompanying unaudited condensed financial statements have
               been prepared in accordance with U.S. generally accepted
               accounting principles for interim financial information and with
               instructions to Form 10-QSB and Regulation S-B. Accordingly, they
               do not include all of the information and footnotes required by
               U.S. generally accepted accounting principles for complete
               consolidated financial statements included in this Form 10-QSB.
               The results of operations for any interim period are not
               necessarily indicative of results for the full year. These
               statements should be read in conjunction with the audited
               financial statements and accompanying notes for the year ended
               September 30, 2002

               The balance sheet at September 30, 2002 has been derived from
               audited financial statements, but does not include all of the
               information and footnotes required by U.S. generally accepted
               accounting principles for complete financial statements.

               Background

               The Company is actively engaged in efforts to revise its business
               plan, de-emphasize participation in the wireless internet market,
               and seek new business activities.


               Reverse Stock Split

               The Company completed a one-for-one-thousand reverse stock split
               on August 23, 2002. All share and per share information reflects
               this reverse stock split.

NOTE 2 - GOING CONCERN AND SIGNIFICANT RISKS AND UNCERTAINTIES

               The Company's financial statements are prepared using generally
               accepted accounting principles applicable to a going concern
               which contemplates the realization of assets and liquidation of
               liabilities in the normal course of business. The Company has
               experienced losses since inception, and had an accumulated
               deficit of $29,778,245 at December 31, 2002. Net losses are
               expected for the foreseeable future. As such, there is
               substantial doubt as to the Company's ability to continue as a
               going concern. Management is considering alternatives to its
               business strategy, including modifications of its business plan
               and possible sale or licensing of certain assets. Simultaneously,
               the Company is continuing to secure additional capital through
               sales of common stock through the current operating cycle. There
               is no assurance that management will be successful in its
               efforts.


NOTE 3 - BASIC AND DILUTED NET LOSS PER SHARE CALCULATION

               Loss per common share is calculated in accordance with Statement
               of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
               Share." Basic loss per share is computed by dividing the loss
               available to common shareholders by the weighted-average number
               of common shares outstanding. Diluted loss per share is computed
               similar to basic loss per share, except that the denominator is
               increased to include the number of additional common shares that
               would have been outstanding if the potential common shares had
               been issued and if the additional common shares were dilutive.
               For the three months ended December 31, 2002 and 2001, common
               stock equivalents have been excluded from the aforementioned
               computations as their effect would be anti-dilutive.

                                       6


<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," anticipates," or "believes" and all other statements
concerning future financial results, product offerings, proposed acquisitions or
combinations or other events that have not yet occurred) are forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Forward-looking statements involve known and unknown factors, risks and
uncertainties which may cause our actual results in future periods to differ
materially from forecasted results. Forward looking statements are all based on
current expectations, and we assume no obligation to update this information.


RISK FACTORS

     We will require additional capital in the short term to remain a going
concern.

     We will require substantial short term outside investment on a continuing
basis to finance our current operations and any limited capital expenditures
identified to protect existing investments. Our revenues for the foreseeable
future may not be sufficient to attain profitability. Since inception, we have
generated little revenue and have incurred substantial expenditures. We expect
to continue to experience losses from operations while we identify and execute
alternative business plans and possibly develop other technologies or
activities. In view of this fact, our auditors have stated in their report for
the period ended September 30, 2002 that our ability to meet our future
financing requirements, and the success of our future operations, cannot be
determined at this time. In order to finance our working capital requirements we
are negotiating equity investments, but there can be no assurance that we will
obtain the required capital or that it will be obtained on terms favorable to
us. If we do not obtain short term financing we may not be able to continue as a
viable concern. We do not have a bank line of credit and there can be no
assurance that any required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable terms, if at
all. If future financing requirements are satisfied through the issuance of
equity securities, investors may experience significant dilution in the net book
value per share of common stock.


BUSINESS AND ORGANIZATION

     Universal Communication Systems, Inc. (collectively the "Company", "us" or
"we"), prior to 2002, was engaged in activities related to advanced wireless
communications, including the acquisition of radio-frequency spectrum
internationally. Currently, our activities related to the advanced wireless
communications are conducted by our investment in Digital Way, S.A., a Peruvian
communication company and former wholly owned subsidiary. We currently hold a
twenty seven percent interest in Digital Way, S.A., however, due to a lack of
cooperation from their management, our financial results do not include our
interest in their activities.

     We also own a U. S. patent on our Distributed Wireless Call Processing
System technology.


                                       7
<PAGE>

PROPOSED ACQUISITION

     On June 12, 2002, we entered into a letter of intent to acquire Card
Universal Corporation, Inc., a privately held development stage Florida
corporation in the business of providing and marketing prepaid "Stored Money
Cards." Management is currently evaluating its options as to the future plans
for the Company, its operations and assets. The acquisition is subject to the
signing of a definitive agreement, valuation by a third party and to the
availability of appropriate financing.


OUTLOOK

     We will require short-term outside investment on a continuing basis to
finance our current operations and capital expenditures. If we do not obtain
short term financing we may not be able to continue as a viable concern. We do
not have a bank line of credit and there can be no assurance that any required
or desired financing will be available through bank borrowings, debt, or equity
offerings, or otherwise, on acceptable terms. If future financing requirements
are satisfied through the issuance of equity securities, investors may
experience significant dilution in the net book value per share of common stock.

     Under the auspices of new management installed November, 2001, we have made
considerable progress in restructuring prior obligations and removing debt. We
are actively engaged in a number of efforts to revise our business plan to
develop new revenue sources and direction for the Company. We plan to
de-emphasize our participation in the wireless internet market, sell assets for
cash and/or advance our remaining businesses through joint ventures, continue
our negotiations with creditors to compromise, extend, convert and/or forgive
debt, and seek new businesses that can take advantage of our extensive
shareholder base and status as a public company.

     Management is hopeful that it can continue to reach agreements with vendors
and foreign partners to resolve disputes and balances due. Management hopes that
once these issues are dealt with and the acquisition of Card Universal
Corporation is consummated, this will provide for the financial stability of the
Company. No assurances can be made that these events will successfully take
place. Management expects to meet minimal operating expenses during this period,
through a combination of loans, sale of assets and private placement funds.


RESULTS OF OPERATIONS

Three Months Ended December 31, 2002 Compared to the Three Months Ended December
31, 2001.

     There were no revenues or cost of sales for the three months ended December
31, 2002 and 2001.

     Operating expenses for the three months ended December 31, 2002 amounted to
$179,899 compared to $202,145 for the three months ended December 31, 2001.
These expenses were primarily consultants, professional fees and rents.

     Net losses for the three months ended December 31, 2002 were $229,788, as
compared with $283,775 for the three months ended December 31, 2001.


                                       8
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     On December 31, 2002, the Company had cash and cash equivalents of $273
compared with $874 as of September 30, 2002. During the three months ended
December 31, 2002, $7,501 was received from the sale of assets securing advances
made to the Hard Disc Cafe, Inc. and $46,500 was advanced by the Chairman of the
Company, Michael Zwebner. These funds were used to pay the cash operating
expenses for the three month period ended December 31, 2002.

     While management restructures the Company, current operating cash is being
provided by loans from related entities and the Chairman of the Company. The
working capital deficit at December 31, 2001 amounted to $1,595,898. Management
is attempting to reduce this deficit through arrangements with creditors. We
have reached favorable agreements with a number of the creditors, but have not
had the resources to satisfy the obligation under the revised debt. If we do not
make satisfactory arrangements with all of the creditors or obtain short term
financing, we may not be able to continue as a viable concern. We do not have a
bank line of credit and there can be no assurance that any required or desired
financing will be available through bank borrowings, debt, or equity offerings,
or otherwise, on acceptable terms, if at all. If future financing requirements
are satisfied through the issuance of equity securities, investors may
experience significant dilution in the net book value per share of common stock.

ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     The management of the Company including Mr. Michael J. Zwebner as Chief
Executive Officer and Mr. Curtis Orgil as Chief Financial Officer have evaluated
the Company's disclosure controls and procedures. Under rules promulgated by the
SEC, disclosure controls and procedures are defined as those "controls or other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer in the reports filed or submitted by it under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms." Based on the evaluation
of the Company's disclosure controls and procedures, it was determined that such
controls and procedures were effective as of January 30, 2003, the date of the
conclusion of the evaluation.

     Further, there were no significant changes in the internal controls or in
other factors that could significantly affect these controls after January 30,
2003, the date of the conclusion of the evaluation of disclosure controls and
procedures.



                                       9
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On August 26, 1999, we filed suit against Credit Bancorp, in U.S. District
Court in San Francisco, regarding improprieties on the part of Credit Bancorp
relating to a loan. The case was settled on October 11, 1999. As part of the
settlement agreement, Credit Bancorp agreed to convert the original loans
granted to us to a convertible debenture in the amount of $740,000. On October
11, 1999, we issued a convertible unsecured debenture for $740,000 to Credit
Bancorp in settlement of this obligation. The terms of this convertible
unsecured debenture are 7% interest per annum payable, semiannually on the last
day of February and September, with the principal due September 30, 2002. All
amounts of unpaid principal and accrued interest of this debenture are
convertible at any time at the conversion price of $1,600 per share of
unregistered, restricted shares of our common stock. Credit Bancorp has agreed
to convert principal and accrued interest owing on the debenture into 483 shares
of our common stock.

     In November 1999, the SEC filed suit against Credit Bancorp alleging
violations of various securities laws in connection with its actions in relation
to us and others, and seeking various forms of relief including disgorgement of
its illegal gains. A receiver has been appointed to administer the affairs of
Credit Bancorp. We have been informed that the appointed receiver denies that
such a conversion request was made and the Company may be subject to further
liability.

     The Securities and Exchange Commission commenced an informal inquiry on the
Company in August, 2000. We have voluntarily complied with their requests for
information and we intend to fully cooperate with the inquiry. No further
requests have been made since that date.

     In December 1999, we entered into an amended lease agreement regarding a
lease for the license covering Concord, California and the surrounding area. We
have received a Notice of Default from the lessor. The Notice of Default is
based on a requirement in the amended agreement that the balance of the purchase
price for the assignment of the license be paid by December 1, 2000. Our
management has been advised by counsel that payment of the balance of the
purchase price prior to the FCC's consent to the assignment of the license may
constitute a premature assignment in violation of the FCC's rules. The
assignment application has not been filed with the FCC for the FCC to make a
definitive ruling on this issue. At this point, no formal legal action has been
taken by the lessor. We are no longer pursuing the license or the lease of the
facility.

     On July 20, 2001, WSI, Inc., a Puerto Rican corporation, and its principal
officer and shareholder Howard Hager, filed suit against the Company in the U.S.
District Court in Puerto Rico for breach of contract and damages in the amount
of $4,675,000. The claims arise out of an alleged agreement on the part of the
Company to acquire WSI and provide it with substantial financing. A default
judgment was entered in WSI's favor. On November 26, 2002 a settlement agreement
was reached with Mr. Hager and the trustee in bankruptcy for WSI. Under the
agreement, we issued $200,000 in value of shares of common stock, which are
restricted from sale for a one-year period. In addition to the stock, $50,000
will be paid to the trustee of WSI in two installments of $25,000 each, and a
two year consulting contract, valued at $120,000, has been signed with Mr.
Hager. The settlement has a total cost of $370,000.


                                       10
<PAGE>

ITEM 2.     CHANGES IN SECURITIES.

                  None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

                  None

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

                  None

ITEM 5.     OTHER INFORMATION.

                  None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are included herewith:

            Exhibit 99.1 Certification fo Chief Executive Officer
            Exhibit 99.2 Certification fo Chief Financial Officer


(b) The Company filed the following reports on Form 8-K during the quarter for
which this form is filed:

                      None




                                       11
<PAGE>


                               SIGNATURES

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

Date:  February 17, 2003        UNIVERSAL COMMUNICATION SYSTEMS, INC.


                                /s/ MICHAEL J. ZWEBNER
                                ----------------------------
                                 Michael J. Zwebner
                                 Chief Executive Officer,
                                 Chairman of the Board


                                       12
<PAGE>



              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 on Form 10-QSB of Universal
Communication Systems, Inc. (the "Company") for the period ended December 31,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, Michael Zwebner, Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. section 1350, 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.

                                          /s/ Michael Zwebner
Dated: February 17, 2003                  ______________________________
                                          Michael Zwebner
                                          Chief Executive Officer

                                       13
<PAGE>


              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 on Form 10-QSB of Universal
Communication Systems, Inc. (the "Company") for the period ended December 31,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, Curtis Orgil, Chief Financial Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. section 1350, 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.

                                          /s/ Curtis Orgil
Dated: February 17, 2003                  ______________________________
                                          Curtis Orgil
                                          Chief Financial Officer


                                       14