UNITED STATES













|(Mark One)                                                             
|-----------------------------------------------------------------------
|                                                                       
|[X]                                                                    
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|[  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|                                                                       
|                                                                       





|000-31469                                                        
|-----------------------------------------------------------------
|(Commission file number)                                         
|                                                                 
|Medical International Technology, Inc.                           
|(Exact name of small business issuer as specified in its charter)





|Colorado                         
|---------------------------------
|(State or other jurisdiction     
|of incorporation or organization)





|84-1509950         
|-------------------
|(IRS Employer      
|Identification No.)





|2281 Guenette                                                                     
|----------------------------------------------------------------------------------
|Ville Saint-Laurent                                                               
|Montreal, Quebec, Canada HR4 2E9                                                  
|(Address of principal executive offices)                                          
|                                                                                  
|(514) 339-9355                                                                    
|(Issuer's telephone number)                                                       
|                                                                                  
|                                                                                  
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)



[X]



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.



The number of shares outstanding of each of the issuer's classes of common equity as of March 31, 2003 - 18,484,300 shares of common stock



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

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|               | Medical International Technology, Inc.                      |       
|-------------- | ----------------------------------------------------------- | ------
|               | Quarterly Financial Report                                  |       
|               |                                                             |       
|               | Index                                                       |       
|               |                                                             |       
|               |                                                             | Page  
|               |                                                             | Number
|               |                                                             |       
|PART I.        | FINANCIAL INFORMATION                                       |       
|               |                                                             |       
|Item 1.        | Financial Statements                                        |       
|               |                                                             |       
|               | Consolidated Balance Sheet, March 31, 2003 (unaudited)      | 4     
|               |                                                             |       
|               | Consolidated Statements of Operations,                      |       
|               | three months ended March 31, 2003 and 2002 (unaudited),     |       
|               | six months ended March 31, 2003 and 2002 (unaudited)        | 5     
|               |                                                             |       
|               | Consolidated Statements of Cash Flows,                      |       
|               | six months ended March 31, 2003 and 2002 (unaudited)        | 6     
|               |                                                             |       
|               | Notes to Unaudited Consolidated Financial Statements        | 7     
|               |                                                             |       
|Item 2.        | Management's Discussion and Analysis of Financial Condition |       
|               | and Plan of Operations                                      | 9     
|               |                                                             |       
|Part II.       | OTHER INFORMATION                                           |       
|               |                                                             |       
|Item 1.        | Legal Proceedings                                           | 11    
|               |                                                             |       
|Item 2.        | Change in Securities and Use of Proceeds                    | 11    
|               |                                                             |       
|Item 3.        | Defaults Upon Senior Securities                             | 11    
|               |                                                             |       
|Item 4.        | Submission of Matters to a Vote of Security Holders         | 11    
|               |                                                             |       
|Item 5.        | Other Information                                           | 11    
|               |                                                             |       
|Item 6.        | Exhibits and Reports on Form 8-K                            | 11    
|               |                                                             |       
|Item 7.        | Controls and Procedures                                     | 11    
|               |                                                             |       
|SIGNATURES     | 12                                                         
|               |                                                             |       
|CERTIFICATIONS | 13                                                         



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|Medical International Technology, Inc.               | Quarterly Financial Report
|---------------------------------------------------- | --------------------------
|                                                     |                           
|                                                     |                           
|PART I.  FINANCIAL INFORMATION                       |                           
|                                                     |                           
|ITEM 1.  Financial Statements                        |                           
|                                                    
|                                                     |                           
|Consolidated Balance Sheet                           |                           
|for the 3-month period ending                        |                           
|March 31, 2003                                       |                           
|(Unaudited)                                          |                           
|                                                     |                           
|and                                                  |                           
|                                                     |                           
|Consolidated Statements of Operation                 |                           
|for the 3-month period ending                        |                           
|March 31, 2003 and 2002                              |                           
|and                                                  |                           
|for the 6-month period ending                        |                           
|March 31, 2003 and 2002                              |                           
|(Unaudited)                                          |                           
|                                                     |                           
|and                                                  |                           
|                                                     |                           
|Consolidated Statements of Cash Flows                |                           
|for the 6-month period ending                        |                           
|March 31, 2003 and 2002                              |                           
|(Unaudited)                                          |                           
|                                                     |                           
|and                                                  |                           
|                                                     |                           
|Notes to Unaudited Consolidated Financial Statements





---





Consolidated Balance Sheet





|                                                              | March 31, 2003         
|------------------------------------------------------------- | -----------------------
|                                                              |                        
|Assets                                                        |                        
|Current Assets                                                |                        
|Cash and cash equivalents                                     | $                      
|Inventories                                                   |                        
|Receivable from related parties                               |                        
|Receivable from taxing authorities                            |                        
|Other receivables                                             |                        
|Prepaid expenses                                              | 16,315                 
|Total Current Assets                                          | 392,969                
|                                                              |                        
|Property and Equipment                                        |                        
|Tooling and machinery                                         |                        
|Furniture and office equipment                                |                        
|Leasehold improvements                                        | 20,386                 
|                                                              |                        
|Less accumulated depreciation                                 | (49,205)               
|                                                              | 213,057                
|                                                              |                        
|Intangible Assets                                             |                        
|Patents (net accumulated amortization of $406)                | 2,013                  
|Total Assets                                                  | $               608,039
|                                                              |                        
|Liabilities and Stockholders' (Deficit)                       |                        
|Current Liabilities                                           |                        
|Accounts payable                                              | $                      
|Unearned income                                               |                        
|Taxes payable                                                 |                        
|Loans payable - related parties                               |                        
|Current portion of long-term debt                             | 72,421                 
|Total Current Liabilities                                     |                        
|                                                              |                        
|Long-term debt                                                | 285,766                
|                                                              |                        
|Total Liabilities                                             | 832,961                
|Redeemable Class E Stock                                      |                        
|Stockholders' (Deficit)                                       |                        
|Common Stock, $.0001 par value; 33,000,000 shares authorized  |                        
|issued and outstanding 18,484,300 shares as of March 31, 2003 |                        
|Additional paid-in capital                                    |                        
|Retained deficit                                              |                        
|Other comprehensive income (loss)                             | (8,616)                
|Total Stockholders' Equity                                    | (224,922)              
|                                                              |                        
|Total Liabilities and Stockholders' Equity                    | $               608,039









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|Medical International Technology, Inc.        |                    |                            |                    |                         
|--------------------------------------------- | ------------------ | -------------------------- | ------------------ | ------------------------
|                                              |                    |                            |                    |                         
|                                              |                    |                            |                    |                         
|Consolidated Statements of Operations         |                    |                            |                    |                         
|                                              |                    |                            |                    |                         
|                                              |                    | For the Three Months Ended |                    | For the Six Months Ended
|                                              |                    | March 31,                  |                    | March 31,               
|                                              | 2003               | 2002                       | 2003               | 2002                    
|                                              | (Unaudited)        | (Unaudited)                | (Unaudited)        | (Unaudited)             
|                                              |                    |                            |                    |                         
|Sales                                         | $                  | 59,218                     | $ 11,309           | $                       
|Cost of sales                                 | (30,338)           | (8,543)                    | (93,135)           | (14,859)                
|Gross profit                                  |                    | 28,880                     | 2,766              |                         
|                                              |                    |                            |                    |                         
|Research and development costs                |                    | -                          | (64,595)           |                         
|Selling, general, and administrative expenses | (260,013)          | (10,994)                   | (403,941)          | (132,390)               
|                                              |                    |                            |                    |                         
|Net (loss) from operations                    |                    | (231,133)                  | (72,823)           |                         
|                                              |                    |                            |                    |                         
|Other income (expense)                        |                    |                            |                    |                         
|Interest income                               |                    | -                          | 1,659              |                         
|Interest expense                              | (9,522)            | (16,616)                   | (18,518)           | (19,721)                
|                                              |                    |                            |                    |                         
|Net loss                                      | $     (240,655)    | $       (87,780)           | $     (329,395)    | $     (274,225)         
|                                              |                    |                            |                    |                         
|Basic (Loss) Per Share                        | $           (0.01) | $           (0.00)         | $           (0.02) | $           (0.02)      
|                                              |                    |                            |                    |                         
|Basic weighted average shares outstanding     | 18,407,022         | 18,216,800                 | 18,313,284         | 18,216,800              









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|Medical International Technology, Inc.               |                                  |                                 
|---------------------------------------------------- | -------------------------------- | --------------------------------
|                                                     |                                  |                                 
|                                                     |                                  |                                 
|Consolidated Statements of Cash Flows                |                                  |                                 
|                                                     |                                  |                                 
|                                                     | For the Six Months Ended         |                                 
|                                                     | March 31, 2003                   | March 31, 2002                  
|                                                     | (Unaudited)                      | (Unaudited)                     
|                                                     |                                  |                                 
|Cash Flows from Operating Activities                 |                                  |                                 
|Net Loss                                             | $ (329,395)                      | $                               
|Adjustments to reconcile net loss to net cash        |                                  |                                 
|provided by operating activities:                    |                                  |                                 
|Depreciation and amortization expense                | 19,532                           |                                 
|Common stock issued for legal services               | 99,175                           |                                 
|Accrued interest expense on indebtedness             | 10,078                           |                                 
|(Increase) Decrease in Assets                        |                                  |                                 
|(Increase) decrease in receivables                   | 834                              |                                 
|Decrease in receivable from taxing authorities       | 131,834                          |                                 
|(Increase) in inventories                            | (115,995)                        |                                 
|(Increase) in prepaid expenses                       | (3,552)                          |                                 
|Increase (Decrease) in Liabilities                   |                                  |                                 
|Increase in unearned income                          | 42,099                           |                                 
|Increase in accounts payable and accrued expenses    | 110,161                          | 44,324                          
|                                                     |                                  |                                 
|Net cash used in operating activities                | (35,229)                         | (234,611)                       
|                                                     |                                  |                                 
|Cash Flows from Investing Activities                 |                                  |                                 
|Equipment acquisition                                | (1,852)                          | (10,606)                        
|                                                     |                                  |                                 
|Net cash provided (used) in investing activities)    | (1,852)                          | (10,606)                        
|                                                     |                                  |                                 
|Cash Flows from Financing Activities                 |                                  |                                 
|Gross proceeds from private offerings                | -                                |                                 
|Advances from related parties                        | 301,979                          |                                 
|Advances and repayments to related parties           | (217,939)                        |                                 
|Principal reduction on small business loan           | (6,811)                          | (6,584)                         
|                                                     |                                  |                                 
|Net cash provided by financing activities            | 77,229                           | 66,845                          
|                                                     |                                  |                                 
|Effect of exchange rates on cash                     | 4,664                            | (1,469)                         
|                                                     |                                  |                                 
|Net Increase (Decrease) in Cash and Cash Equivalents | 44,812                           |                                 
|Beginning Balance - Cash and Cash Equivalents        | 41,104                           | 377,102                         
|Ending Balance - Cash and Cash Equivalents           | $                 85,916         | $               197,261         
|Supplemental Information:                            |                                  |                                 
|Cash Paid For:                                       |                                  |                                 
|Interest Expenses                                    | $                      8,440     | $                    19,721     
|Income Taxes                                         | $                              - | $                              -



Non-cash investing and financing activity:



During 2002, a related party transferred equipment and property valued at approximate $145,058 to the Company in exchange for a promissory note. The principal amount of promissory note included an additional $81,990, which was advanced to the Company in the prior year.









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Notes to Unaudited Consolidated Financial Statements



Note 1  Basis of Presentation



Interim Financial Statements



The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-QSB and Article 10 of Regulation S-X and Regulation S-B.  Accordingly, they do not include all the disclosures normally required by generally accepted accounting principles.  Reference should be made to the Medical International Technology, Inc. (the "Company") Form 10-KSB for the year ended September 30, 2002, for additional disclosures including a summary of the Company's accounting policies, which have not significantly changed.



Principles of consolidation



The accompanying financial statements include the accounts and transactions of Medical International Technology, Inc. and its wholly



Net Loss Per Share



The Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share (EPS) that established standards for the computation, presentation and disclosure of earnings per share, replacing the presentation of Primary EPS with a presentation of Basic EPS.



Issuances Involving Non-cash Consideration



All issuances of the Companys stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable.



Cash and Cash Equivalents



For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.



Use of Estimates



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





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Notes to Unaudited Consolidated Financial Statements



Income Taxes



The Company accounts for its income taxes under the provisions of Statement of Financial Accounting Standards 109 ("SFAS 109").  The method of accounting for income taxes under SFAS 109 is an asset and liability method.  The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.



Fair Value of Financial Instruments



Pursuant to SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2002.  The Company considers the carrying value of such amounts in the financial statements to approximate their face value.



Revenue Recognition



The Company recognizes revenue when the related product is shipped to the respective customer.



Note 2.  Significant Customers



Significantly all sales made during the six-months ended March 31, 2003 were to one customer pursuant to various distribution agreements.



Note 3. Stock Activity



During the six-months ended March 31, 2003, the Company issued 267,500 shares of its common stock for legal and other services. The value assigned to these shares totaled $99,175.





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Medical International Technology, Inc.



Quarterly Financial Report



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



This statement may include projections of future results and forward looking statements as that term is defined in Section 27A of the Securities Act of 1933 as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934 as amended (the Exchange Act).  All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements.  Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.



Results of Operations for the Six-Months ended March 31, 2003 and 2002



Sales for the six-month ended March 31, 2003 totaled $185,682 as compared to sales made during the same period last year of $19,204. The increase in sales in 2003 is due to the products sold under the various distribution agreements that the Company has with WLT Distributors Inc. (WLT).

As of March 31, 2003, the Company had a balance of approximately $90,000 that was received from its distributors as deposits towards future sales. Cost of sales for the six-months ended March 31, 2003 totaled $93,135 as compared to cost of sales for the same period in 2002 of $14,859. During the six-months ended March 31, 2002, the Company was still in the process of developing its products and incurred costs associated with this development of $128,920. General and administrative expenses for the six-months ended March 31, 2003 amounted to $403,941 as compared to $132,390, which was incurred during the same period last year. The major expenses incurred in 2003 consisted of salaries and related benefits of $46,568, professional fees of $104,367, consulting fees of $130,801, advertising of $50,753, rent of $9,069 and travel expenses of $18,809.

The major expenses incurred in 2002 consisted of advertising of $28,353, professional fees of $33,622, travel expenses of $26,155, consulting of $16,385 and rent of $10,265.



Results of Operations for the Three-Months ended March 31, 2003 and 2002



Sales for the three-month ended March 31, 2003 totaled $59,218 as compared to sales made during the same period last year of $11,309.

Cost of sales for the three-months ended March 31, 2003 totaled $30,338 as compared to cost of sales for the same period in 2002 of $8,543. Research and development costs incurred during the three-months ended March 31, 2002 amounted to $64,595.

General and administrative expenses for the three-months ended March 31, 2003 amounted to $260,0113 as compared to $10,994, which was incurred during the same period last year. The major expenses incurred in 2003 consisted of salaries and related benefits of $24,511, professional fees of $89,720, consulting fees of $85,184, advertising of $17,005, and travel expenses of $8,292.



Liquidity and Capital Resources



Cash and cash equivalents as of March 31, 2003 and 2002 were $85,916 and $197,261, respectively. During the six-months ended March 31, 2003, the Company received a total of $301,979 from related parties, used a net of $35,229 in funding its operations and paid $1,852 in the purchase of computer equipment. During the same six-month period, it made payments to related parties totaling $217,939 and made principal payments on its bank loan totaling $6,811.

During the six-months ended March 31, 2002, the Company received a total of $112,500 from the sale of 79,977 shares of its common stock and received $44,927 from related parties. During the same six-month period, the Company used a net of $234,611 in its operations, purchased equipment for $10,606, made principal payments on its bank loan of $6,584 and paid $83,998 to related parties.





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Medical International Technology, Inc.



Quarterly Financial Report



Management Plan of Operations



Medical International Technology, Inc. is receiving revenue from sales related to product distribution agreements entered into on September 24, 2002 with WLT Distributors Inc. Under the terms of these several agreements, which cover distribution for each of the Canadian provinces and the State of Montana in the USA, WLT Distributors Inc. makes an advance payment for products ordered and conducts sales and distribution in the defined territories based upon established minimum sales quotas. Medical International Technology expects revenues from sales will meet liquidity requirements for the next 12-month period at the current level of operations. Expanded operations may require additional capital from either a future equity offering or other methods of financing.

Management intends to continue its efforts to expand operations levels, review and evaluate sales achievements, and negotiate or adjust sales objectives for each territory to maintain or grow profitability. Revenues from sales are currently exceeding the minimum levels required by the distribution agreements. Management is currently negotiating agreements covering the United States and other distribution territories worldwide. MIT plans to promote its needle-free injectors at important exhibitions worldwide in 2003.

Distribution agreements as referenced herein are those as discussed in Medical International Technology's annual report on Form 10-KSB filed January 22, 2003 with the Securities and Exchange Commission, wherein such agreements were included as exhibits.





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Medical International Technology, Inc.



Quarterly Financial Report





|Part II. | OTHER INFORMATION                                  
|-------- | ---------------------------------------------------
|         |                                                    
|Item 1.  | Legal Proceedings                                  
|         | None                                               
|         |                                                    
|Item 2.  | Change in Securities and Use of Proceeds           
|         | None                                               
|         |                                                    
|Item 3.  | Defaults Upon Senior Securities                    
|         | None                                               
|         |                                                    
|Item 4.  | Submission of Matters to a Vote of Security Holders
|         | Not applicable                                     
|         |                                                    
|Item 5.  | Other Information                                  
|         | None                                               



Item 6. Exhibits and Reports on Form 8-K



Reports on Form 8-K



Medical International Technology, Inc. includes herein, by reference, those portions of the Company's Annual Report on Form 10-KSB for the fiscal year ending September 30, 2002; filed with the Securities and Exchange Commission on January 22, 2003. Such Annual Report on Form 10-KSB includes disclosure of the following Reports on Form 8K:

On October 2, 2002, the company filed a report on Form 8K disclosing our Board of Directors, through our wholly owned subsidiary, 4063732 Canada and president, approved and executed an Asset Purchase and Sale Agreement (completed September 18, 2002) with Medical International Technology, Inc., a corporation incorporated under the laws of Canada, having its head office at 2281 Guenette Street, St. Laurent, Quebec, H4R 2E9, Canada.

On January 16, 2003, the company filed a report on form 8-K/a disclosing a Change in Registrant's Certifying Accountant; as occurring January 6, 2003.



Exhibits



Medical International Technology includes herewith the following exhibits.





|99.1 | Certification of Chief Executive Officer pursuant to      
|---- | ----------------------------------------------------------
|     | 18 U.S.C. Section 1350, as adopted pursuant to Section 906
|     | of the Sarbanes-Oxley Act of 2002.                        
|99.2 | Certification of Principal Accounting Officer pursuant to 
|     | 18 U.S.C. Section 1350, as adopted pursuant to Section 906
|     | of the Sarbanes-Oxley Act of 2002.                        



Item 7. Controls and Procedures



Medical International Technology, Inc. management, including the Principal Executive Officer and Principal Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).  This evaluation was conducted within 90 days prior to the filing of this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date the Principal Executive Officer and Principal Financial Officer completed their evaluation.





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Medical International Technology, Inc.



Quarterly Financial Report



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|Medical International Technology, Inc.
|--------------------------------------
|Registrant                            





|By: \s\    Karim Menassa, President
|-----------------------------------
|Karim Menassa, President           



Date:May 21, 2003



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





|Medical International Technology, Inc.
|--------------------------------------
|Registrant                            





|By: \s\    Michel Bayouk, Treasurer                      
|---------------------------------------------------------
|Michel Bayouk, Treasurer and Principal Accounting Officer



Date: May 21, 2003





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Medical International Technology, Inc.



Quarterly Financial Report



CERTIFICATION



I, Karim Menassa, certify that:



1.



I have reviewed this quarterly report on Form 10-QSB of Medical International Technology, 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 officer 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 officer and I have indicated in this quarterly report whether 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: May 21, 2003





|/s/ Karim Menassa              
|-------------------------------
|- -----------------------------
|Karim Menassa                  
|Principal Executive Officer    





---

Medical International Technology, Inc.



Quarterly Financial Report



I, Michel Bayouk, certify that:



1.



I have reviewed this quarterly report on Form 10-QSB of Medical International Technology, 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 officer 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 officer and I have indicated in this quarterly report whether 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: May 21, 2003





|/s/ Michel Bayouk              
|-------------------------------
|- -----------------------------
|Michel Bayouk                  
|Principal Accounting Officer   





---