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: January 31, 2002.

[ ]  Transition Report Under Section 13 or 15(d) of the Exchange Act.

     Commission file number: 333-33479


                             NECO ENERGY CORPORATION
        (Exact name of small business issuer as specified in its charter)


                  UTAH                                           87-0653434
      (State or other jurisdiction                             (IRS Employer
            of incorporation)                                Identification No.)


5560 La Jolla Blvd., Suite A, La Jolla CA                          92037
 (Address of principal executive offices)                        (Zip Code)


       Registrant's telephone number, including area code: (619)-615-8647


                     5685 La Jolla Blvd., La Jolla CA 92037
                       (Former Address Since Last Report)


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 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. [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 19,677,000 as of March 17th, 2003.
<PAGE>
                                TABLE OF CONTENTS


Item                                                                        Page
----                                                                        ----

                          PART I - FINANCIAL STATEMENTS

1. Financial Statements.....................................................   3

2. Management's Discussion and Analysis or Plan of Operation................  14

                           PART II - OTHER INFORMATION

1. Legal Proceedings........................................................  18

2. Changes in Securities and Use of Proceeds................................  19

3. Defaults Upon Senior Securities..........................................  19

4. Submission of Matters to a Vote of Security Holders......................  19

5. Other Information........................................................  19

6. Exhibits and Reports on Form 8-K.........................................  29

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD SINCE INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003
                                   (UNAUDITED)


                                    CONTENTS

                                                                            PAGE
                                                                            ----
FINANCIAL STATEMENTS:
  Consolidated Balance Sheet                                                  4
  Consolidated Statements of Operations                                       5
  Consolidated Statement of Stockholders' Equity                              6
  Consolidated Statements of Cash Flows                                       7
  Notes to Consolidated Financial Statements                                8-13

                                       3
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED BALANCE SHEET - JANUARY 31, 2003
                                   (UNAUDITED)


                                     ASSETS

<TABLE>
<S>                                                                   <C>           <C>
CURRENT ASSETS:
  Cash                                                                $      190
  Inventory                                                               12,000
                                                                      ----------

          Total current assets                                                      $   12,190

DEPOSIT FOR SOLAR GENERATORS - RELATED PARTY                                           176,293

OTHER ASSETS                                                                             1,578
                                                                                    ----------

                                                                                    $  190,061
                                                                                    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                               $  112,614
  Advances from related party                                             31,000
  Loans from officer                                                      17,123
                                                                      ----------

               Total current liabilities                                            $  160,737

STOCKHOLDERS' EQUITY:
  Preferred stock; $0.001 par value, 5,000,000 shares authorized,
    none issued or outstanding                                                --
  Common stock; $0.001 par value, 100,000,000 shares
    authorized, 19,777,000 issued and outstanding                         19,777
  Additional paid-in capital                                             190,223
  Deficit accumulated during development stage                          (180,676)
                                                                      ----------

               Total stockholders' equity                                               29,324
                                                                                    ----------

                                                                                    $  190,061
                                                                                    ==========
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                         For the nine months ended       For the three months ended
                                                 January 31,                     January 31,             From inception on
                                        ----------------------------    ----------------------------   September 24, 2001 to
                                            2003            2002*           2003            2002          January 31, 2003
                                        ------------    ------------    ------------    ------------      ----------------
                                         (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)         (Unaudited)
<S>                                     <C>             <C>             <C>             <C>                 <C>
NET REVENUE                             $         --    $         --    $         --    $         --        $         --

COST OF REVENUE                                   --              --              --              --                  --
                                        ------------    ------------    ------------    ------------        ------------

GROSS PROFIT                                      --              --              --              --                  --

GENERAL AND ADMINISTRATIVE EXPENSES          117,342          33,190          43,396          30,690             180,676
                                        ------------    ------------    ------------    ------------        ------------

NET LOSS FROM OPERATIONS BEFORE
 PROVISION FOR TAXES                        (117,342)        (33,190)        (43,396)        (30,690)           (180,676)

PROVISION FOR TAXES                               --              --              --              --                  --
                                        ------------    ------------    ------------    ------------        ------------

NET LOSS                                $   (117,342)   $    (33,190)   $    (43,396)   $    (30,690)       $   (180,676)
                                        ============    ============    ============    ============        ============

NET LOSS PER SHARE, basis and diluted   $      (0.01)   $      (0.00)   $      (0.00)   $      (0.00)
                                        ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING, basic and diluted          19,739,000      19,677,000      19,777,000      19,677,000
                                        ============    ============    ============    ============
</TABLE>

(*)  The  company  did  not  exist  during  the  entire   period  since  it  was
     incorporated on September 24, 2001.

See accompanying notes to financial statements.

                                       5
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003

<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                          accumulated
                                             Preferred stock            Common stock         Additional     during
                                         -----------------------   -----------------------    paid-in     development
                                           Shares       Amount       Shares       Amount      capital        stage          Total
                                         ----------   ----------   ----------   ----------   ----------    ----------    ----------
<S>                                      <C>          <C>          <C>          <C>          <C>           <C>           <C>
Shares issued at inception on
  September 24, 2001                             --   $       --   10,002,000   $   10,000   $       --    $       --    $   10,000

Shares issued in connection with
  reverse merger                                 --           --    9,675,000           --           --                          --

Net loss for the year ended
  April 30, 2002                                                                                              (63,334)      (63,334)
                                         ----------   ----------   ----------   ----------   ----------    ----------    ----------

Balance at April 30, 2002                        --           --   19,677,000       10,000           --       (63,334)      (53,334)

Adjust additional paid-in capital
  for reverse merger                                                                 9,677       (9,677)                         --

Shares sold in private placement                                      100,000          100      199,900                     200,000

Net loss for the nine months ended
  January 31, 2003 (unaudited)                                                                               (117,342)     (117,342)
                                         ----------   ----------   ----------   ----------   ----------    ----------    ----------

Balance at January 31, 2003 (unaudited)          --   $       --   19,777,000   $   19,777   $  190,223    $ (180,676)   $   29,324
                                         ==========   ==========   ==========   ==========   ==========    ==========    ==========
</TABLE>

See accompanying notes to financial statements.

                                       6
<PAGE>
                     NECO ENGERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003

<TABLE>
<CAPTION>
                                                                   For the nine months ended           From inception on
                                                              ------------------------------------   September 24, 2001 to
                                                              January 31, 2003   January 31, 2002*      January 31, 2003
                                                              ----------------   -----------------      ----------------
                                                                (Unaudited)         (Unaudited)            (Unaudited)
<S>                                                             <C>                <C>                    <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
  Net loss                                                      $   (117,342)      $    (33,190)          $   (180,676)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
    Increase in inventory                                                 --                 --                 (2,000)
    Increase in Deposits for Solar Generators - related party       (174,179)                                 (174,179)
    Increase in other assets                                              --             (1,578)                (1,578)
    Increase in accounts payable and accrued expenses                 65,156             42,600                110,500
                                                                ------------       ------------           ------------

   TOTAL ADJUSTMENTS                                                (109,023)            41,022                (67,257)
                                                                ------------       ------------           ------------

    Net cash used for operating activities                          (226,365)             7,832               (247,933)
                                                                ------------       ------------           ------------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
   Proceeds from sale of common stock                                200,000                 --                200,000
   Loan from officer                                                  15,600                 --                 17,123
   Advances from related party                                         8,000                 --                 31,000
                                                                ------------       ------------           ------------

     Net cash provided by financing activities                       223,600                 --                248,123
                                                                ------------       ------------           ------------

NET INCREASE (DECREASE) IN CASH                                       (2,765)             7,832                    190
CASH, beginning of period                                              2,955                 --                     --
                                                                ------------       ------------           ------------

CASH, end of period                                             $        190       $      7,832           $        190
                                                                ============       ============           ============
</TABLE>

(*)  The  company  did  not  exist  during  the  entire   period  since  it  was
     incorporated on September 24, 2001.

See accompanying notes to financial statements.

                                       7
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     BASIS OF PRESENTATION:

          INTERIM FINANCIAL STATEMENTS

          The  accompanying   financial   statements   include  all  adjustments
          (consisting  of only  normal  recurring  accruals),  which are, in the
          opinion  of  management,  necessary  for a  fair  presentation  of the
          results of operations for the periods  presented.  Interim results are
          not  necessarily  indicative  of the results to be expected for a full
          year. The financial  statements should be read in conjunction with the
          financial  statements  included  in the annual  report of NECO  Energy
          Corporation and subsidiary (the "Company") on Form 10-KSB for the year
          ended April 30, 2002.

          PRINCIPLES OF CONSOLIDATION

          The  accompanying   consolidated   financial  statements  include  the
          accounts of UBETIGOLF,  Inc., incorporated under the laws of the State
          of Utah on April 25, 2000 ("UBET") and its 100% owned subsidiary, NECO
          Energy Corporation ("NECO"),  incorporated under the laws of the State
          of  California on September 24, 2001.  The  accompanying  consolidated
          financial  statements have been prepared in accordance with accounting
          principles  generally  accepted in the United  States of America.  All
          material  inter-company accounts and transactions have been eliminated
          in consolidation.

          REORGANIZATION

          On November  18, 2001,  UBETIGOLF,  Inc.  entered into an  Acquisition
          Agreement ("the  Acquisition")  with New Energy  Corporation,  whereby
          UBET  issued  10,002,000  new shares of its  restricted  common  stock
          (1,667,000  pre six for one  stock  split)  or 50.8% of its  shares in
          exchange   for  100%  of  the   outstanding   common   stock  of  NECO
          (collectively  the "Company").  Concurrent with the  Acquisition,  the
          sole  shareholder  of  NECO  purchased   6,000,000  shares  of  UBET's
          previously issued and outstanding  common stock (1,000,000 pre six for
          one stock split) from a  shareholder  of UBET,  bringing the principal
          shareholder's  controlling  interest  to 81.3% of  UBET's  outstanding
          common stock. As a result of the Acquisition,  the shareholder of NECO
          obtained  control of UBET and according to FASB 141, this  Acquisition
          has been treated as a recapitalization for accounting  purposes,  in a
          manner  similar  to  reverse   acquisition   accounting.   Immediately
          following  the  Acquisition,  UBET  changed  its  name  to New  Energy
          Corporation  and  then to NECO  Energy  Corporation.  The  Company  is
          currently doing business as NECO Energy Corporation.

          Prior to the agreement,  UBET  transferred its golf software asset and
          cash to the previous president of UBET and as consideration, cancelled
          30,000,000  (5,000,000  pre six for one  stock  split)  common  shares
          previously issued to the former president.

                                        8
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

         NOTES TO UNADITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     BASIS OF PRESENTATION, CONTINUED:

          REORGANIZATION, CONTINUED

          In accounting for this transaction:

               i)   NECO is deemed to be the purchaser and surviving company for
                    accounting  purposes.   Accordingly,   its  net  assets  are
                    included  in the  balance  sheet  at their  historical  book
                    values;

               ii)  Control of the net assets and  business of UBET was acquired
                    effective  November  18,  2001.  This  transaction  has been
                    accounted for as a purchase of the assets and liabilities of
                    UBET by NECO. The historical cost of the net assets acquired
                    was $0.

          GOING CONCERN AND MANAGEMENT'S PLAN OF OPERATIONS

          The Company has limited  operations  and continues to be a development
          stage company.  The Company has also been part of an SEC inquiry.  The
          accompanying  consolidated  financial  statements  have been  prepared
          assuming that the Company will continue as a going  concern.  As shown
          in the accompanying consolidated financial statements, the Company has
          incurred net losses from operations, sustained negative cash flows and
          has negative working capital, which raises substantial doubt about the
          Company's  ability to continue as a going  concern.  Accordingly,  the
          Company is dependent upon management and/or significant shareholder to
          provide  sufficient  working  capital to preserve the integrity of the
          corporate  entity at this  time.  It is the intent of  management  and
          significant   shareholder  to  provide   sufficient   working  capital
          necessary  to support and  preserve  the  Company as a going  concern.
          Management  is currently  initiating  their  business  plan and in the
          process of raising additional capital.

          The consolidated  financial statements do not include any adjustments,
          relating to the recoverability and  reclassification of recorded asset
          amounts and  classifications  of  liabilities  that might be necessary
          should the Company be unable to continue its existence.

     THE BUSINESS:

          The Company is currently  preparing its operations to produce electric
          and thermal energy from Solar  Generators  that are  manufactured by a
          related party service provider (see Note 2). The Company will sell the
          energy   produced  to  host  customers   that  sign  energy   purchase
          agreements.  The Company will  collect  free  sunlight and earn income
          from host  customers who will receive a 20% to 35% discount off retail
          utility  rates  for  electricity  and  thermal  energy.   The  Company
          additionally  plans to obtain funding sources to fulfill host customer
          orders for solar  generators  and will lease  and/or  sell these solar
          generators.

                                        9
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

         NOTES TO UNADITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     DEVELOPMENT STAGE ENTERPRISE:

          The Company is a development  stage enterprise as defined by Statement
          of Financial  Accounting  Standards  ("SFAS") No. 7,  "Accounting  and
          Reporting by Development  Stage  Enterprises." The Company is devoting
          substantially  all of its present efforts to research and development,
          and its  principal  operations  have  not yet  commenced.  All  losses
          accumulated  since  inception  have  been  considered  as  part of the
          Company's development stage activities.

     USE OF ESTIMATES:

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America 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 revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

     FAIR VALUE:

          Unless otherwise indicated, the fair values of all reported assets and
          liabilities,  which represent financial instruments, none of which are
          held  for  trading  purposes,  approximate  carrying  values  of  such
          amounts.

     STOCK-BASED COMPENSATION:

          The   Company   accounts   for   stock-based   employee   compensation
          arrangements   in  accordance   with  the   provisions  of  Accounting
          Principles  Board  Opinion  No. 25,  "Accounting  for Stock  Issued to
          Employees"  and complies with the  disclosure  provisions of SFAS 123,
          "Accounting for Stock-Based Compensation".  Under APB 25, compensation
          cost is  recognized  over the vesting  period based on the excess,  if
          any,  on the date of grant of the fair value of the  Company's  shares
          over the  employee's  exercise  price.  When the exercise price of the
          employee  share  options  is less  than  the fair  value  price of the
          underlying  shares on the grant date,  deferred stock  compensation is
          recognized   and  amortized  to  expense  in   accordance   with  FASB
          Interpretation  No.  28 over  the  vesting  period  of the  individual
          options.  Accordingly, if the exercise price of the Company's employee
          options equals or exceeds the market price of the underlying shares on
          the date of grant, no compensation  expense is recognized.  Options or
          shares awards issued to  non-employees  or non-employee  directors are
          valued  using the fair  value  method  and  expensed  over the  period
          services are  provided.  As of January 31,  2003,  the Company did not
          have any stock option plans and did not have any options outstanding.

                                       10
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

         NOTES TO UNADITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     OTHER COMPREHENSIVE LOSS:

          The Statement of Financial Accounting Standards Board No. 130 requires
          companies to report all components of  comprehensive  income (loss) in
          their financial statements,  including all non-owner  transactions and
          events  which  impact a company's  equity,  even if those items do not
          directly affect net loss. Comprehensive loss is comprised of net loss,
          and accordingly, no statement of Comprehensive Loss is presented.

     NET LOSS PER SHARE:

          Basic net loss per share is determined by dividing the net loss by the
          weighted average shares of Common Stock outstanding during the period.
          Diluted net loss per share is  determined  by dividing the net loss by
          the  weighted  average  shares of Common  Stock  outstanding  plus the
          dilutive  effects of stock options and warrants.  There were no common
          equivalent shares for the period since inception on September 24, 2001
          to January 31, 2003.

(2)  RELATED PARTY TRANSACTIONS:

     The Company has related party  transactions  with  officers,  directors and
     other related parties as follows:

     RELATED PARTY ACTIVITIES

     Pursuant to the Acquisition  (see Note 1), the majority  shareholder of the
     Company  contributed   inventory  parts  at  cost  basis  to  the  majority
     shareholder.  Management  believes  that the fair value of these  inventory
     parts far exceeds the carrying cost basis.

     The Company has entered into related  party sale and purchase  transactions
     with MegaWatt Energy Corporation ("MegaWatt"). Sales consisted of inventory
     items, including fresnel acrylic concentration lenses, electro-thermal high
     concentration receivers and computer tracking systems to MegaWatt. Purchase
     consisted of a 1 Kilowatt solar generator. The solar generator is comprised
     of  similar  parts as those  sold to  MegaWatt,  as  described  above.  The
     transactions,  noted above,  have been  eliminated  for these  consolidated
     financial   statement   purposes  as  the   arms-length   nature  of  these
     transactions  could not be substantiated.  An "Advances from related party"
     liability  has  been  recorded  for  $31,000  on  the  Company's  financial
     statements  representing  the net effect of the cash  payments and receipts
     made by each company.

                                       11
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

         NOTES TO UNADITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(2)  RELATED PARTY TRANSACTIONS, CONTINUED:

     JOINT MARKETING AGREEMENT

     The Company entered into a 20-year Joint Marketing  Agreement with MegaWatt
     on  November  18,  2001,  whereby the Company  will  market  certain  solar
     generators for MegaWatt.

     The agreement called for participation in the revenue as follows:

          a)   MegaWatt is to receive  60% of gross  revenues  derived  from the
               sale of any and all solar generators; and

          b)   The Company is to receive 40% of gross revenues  derived from the
               sale of any and all solar generators.

     The Joint Marketing  Agreement was terminated by mutual  agreement  between
     the   Company  and   MegaWatt   on  March  20,  2002  and   replaced  by  a
     Technology-License  Agreement,  noted  below.  As of January 31,  2003,  no
     revenue has been derived from the Marketing agreement.

     ASSIGNMENT AGREEMENT

     On December 20, 2001, the Company entered into an Assignment Agreement with
     MegaWatt, whereby MegaWatt has assigned Sales Purchase Orders dated June 9,
     2001 from Distributive Power Services,  LLC ("DPS") for a group of MegaWatt
     High Concentration Photovoltaic Electro-Thermal Solar Generators comprising
     a total  of four  Megawatts  for  residential,  commercial  and  industrial
     Customers  of DPS. The Company did not give up any  consideration  for this
     assignment.  Further  details  of this  agreement  can be  obtained  on the
     Company's Form 8-K/A, filed with the Securities and Exchange  Commission on
     May 15, 2002.

     CANCELLATION OF DISTRIBUTED POWER SYSTEMS AGREEMENT

     By mutual agreement,  the purchase orders between Distributed Power Systems
     and NECO Energy, by way of a technology  licensing  agreement with MegaWatt
     Energy, for the purchase of $36,000,000 of solar energy generators has been
     cancelled.  The Parties  felt this was prudent due to a proposed  change in
     how  solar  generators  are to be  financed.  With the  current  government
     legislation  supporting solar  generators,  including federal and state tax
     incentives and state solar rebates, third party financing has become a more
     cost  effective  alternative.  It  is  anticipated  that  NECO  energy  and
     Distributive  Power Systems will  negotiate new purchase  orders for future
     third party financing of solar generators on a project-by-project basis.

     TECHNOLOGY LICENSE AGREEMENT

     On March 20,  2002,  the Company and  MegaWatt  entered  into a  Technology
     License  Agreement,  which will remain in effect through December 31, 2025,
     with two  successive and equal  renewable  terms.  The  Technology  License
     Agreement provides for the following:

          a.)  MegaWatt  agrees to provide  the Company  with a 30%  discount on
               MegaWatt's standard retail sales price.  MegaWatt shall provide a
               retail price schedule on all solar generators to the Company.

          b.)  In the event that MegaWatt  utilizes any of the  component  parts
               from the Company's  inventory,  MegaWatt  agrees to reimburse the
               Company based on the appraised fair value of the inventory.

          c.)  The Company  agrees to pay  MegaWatt 60% of  MegaWatt's  standard
               retail  sales price less a 30%  discount,  upon  placement  of an
               order for a solar generator.

                                       12
<PAGE>
                     NECO ENERGY CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

         NOTES TO UNADITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD FROM INCEPTION ON
                     SEPTEMBER 24, 2001 TO JANUARY 31, 2003


(2)  RELATED PARTY TRANSACTIONS, CONTINUED:

     TECHNOLOGY LICENSE AGREEMENT, CONTINUED

          d.)  MegaWatt agrees to extend  financing terms for the balance of 40%
               of  MegaWatt's  standard  retail sales price less a 30% discount.
               The financing is to be in the form of a long-term note payable by
               the Company to MegaWatt.

     As of January  31,  2003,  there has been no sales  activity,  which  would
     require  performance by either party,  pursuant to this Technology  License
     Agreement.  The Company  paid  $176,000  to MegaWatt as a down  payment for
     additional solar generators.

     ENERGY PURCHASE AGREEMENT

     In 2002, the Company entered into a Energy  Purchase  Agreement with Andrew
     M. Martin Co., Inc. ("AMC"),  whereby AMC wishes to avoid high energy costs
     and  agrees  to   purchase   energy   produced  by  the   Company's   solar
     electro-thermal  generating  equipment,  sub-systems,  recording meters and
     interconnect  (the "Solar  Generator") at 20% below prevailing energy rates
     charged by the local public utility company for a term of 60 months with an
     option for a second 60 month  term at a 30%  discount.  As of  January  31,
     2003,  the  Company has not  recognized  any  revenue  from the  agreement.
     Further  details of this  agreement can be obtained on the  Company's  Form
     8-K/A, filed with the Securities and Exchange Commission on May 15, 2002.

     THE  CANCELLATION  OF THE ANDREW  MARTIN  ENERGY  PURCHASE  AND  SUBSEQUENT
     SIGNING OF A SHARED ENERGY SAVINGS AGREEMENT

     By mutual agreement  between NECO and Andrew Martin Company,  the companies
     have cancelled the Energy Purchase Agreement previously entered into on the
     5th of March,  2002 and have entered into a Shared Energy Savings Agreement
     (hereby  attached as Exhibit 10.7) In essence,  the terms of the previously
     entered  Energy  Purchase  Agreement  have been  incorporated  into the new
     Shared  Energy  Savings  Agreement.  The  Companies  believe  modifying the
     Agreement into a Shared Energy Savings  Agreement is more  consistent  with
     current regulations

(3)  STOCKHOLDERS' EQUITY:

     SALE OF COMPANY COMMON STOCK

     On August 14, 2002,  the Company  entered into a Stock  Purchase  Agreement
     ("Agreement")  with Pride of Aspen  Associates,  LLC.  ("Buyer"),  an Idaho
     limited liability company,  for the purchase of up to 500,000 shares of the
     Company's  restricted  common  stock at $2 per share  for a total  purchase
     price of  $1,000,000.  The buyer may  purchase the Stock in  increments  of
     50,000 shares.

     Pursuant to the stock purchase agreement,  the Buyer has purchased $200,000
     of common stock or 100,000  shares as of January 31,  2003.  The balance of
     $800,000 is due over an additional eight-month period, with installments of
     $100,000  per  month.  The  Company  plans to use the  proceeds  from  this
     agreement  to cover the  purchase  price and  installment  costs of placing
     revenue generating solar generators into service.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

--------------------------------------------------------------------------------
This form 10QSB contains  forward-looking  statements  within the meaning of the
federal securities laws. These forward-looking  statements are necessarily based
on certain  assumptions and are subject to significant risks and  uncertainties.
These  forward-looking  statements are based on management's  expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these  statements in the future.  Actual future  performance  and results
could  differ  from that  contained  in or  suggested  by these  forward-looking
statements as a result of factors set forth in this Form 10QSB  (including those
sections hereof incorporated by reference from other filings with the Securities
and Exchange  Commission) The following discussion should be read in conjunction
with the financial  statements  of the  Registrant  and notes thereto  contained
elsewhere in this report.
--------------------------------------------------------------------------------

BUSINESS STRATEGY

     On November 18, 2001,  UBETIGOLF Inc. executed an agreement to acquire 100%
of the issued stock of New Energy  Corporation.  New Energy Corporation became a
wholly owned  subsidiary  as of the date of closing.  The existing  officers and
directors of the Company  appointed John McDonald,  Matt Rogers and Tor Ewald as
Directors of the Company and resigned  effective the closing of the transaction.
The Company has been transacting business under the name, New Energy Corporation
("NECO"). The Company had since changed its name to NECO Energy Corporation.

     The  Company  plans to sell the energy  produced to energy  consumers  that
enter into Shared Energy  Savings  Agreements  (SESA) for multiple five (5) year
terms.  The Company plans to collect free sunlight and hopes to earn income from
host  customers  who will receive a 20%-35%  discount of delivered  energy rates
when compared to retail utility prices for electricity  and thermal energy.  The
Company  additionally  develops  funding sources to fulfill host customer orders
for Solar Generators.  The Company may sell Solar Electro-Thermal  Generators in
lieu of selling energy.

     HIGH CONCENTRATION PHOTOVOLTAIC ("HCPV") SOLAR GENERATOR PRODUCT LINE: HCPV
Solar Generators utilize miniature  concentrator  gallium-arsenide  solar chips.

                                       14
<PAGE>
There are two types of solar electric/thermal  generators offered by the Company
- one that reflects  sunlight and one that  refracts  sunlight.  The  reflection
system houses the solar chips in a mirrored  parabola that reflects the sunlight
onto a string of solar chips mounted on a cooling channel - which is how thermal
energy is also  collected.  The  refraction  system  utilizes a Fresnel  lens to
concentrate  the Sun's  rays - up to 500  times - onto a string  of solar  chips
mounted on the cooling  channel.  A Dual Axis Tracking  system  enables the HCPV
Solar Generator to receive  perpendicular  solar radiation  producing energy 30%
more  hours  per day and at a higher  rate of  energy  production  per hour than
stationary (fixed) or non-tracking systems.

     The NECO  product  line  consists of 14 systems.  3  Residential  Systems -
ranging from 2.5kW to 5.5kW, 3 Commercial  Systems - ranging from 25kW to 100kW,
4 Industrial  Systems - ranging from 250kW to 5MW and 4 Utility  Scale Systems -
ranging from 50MW to 1,000MW (1 GigaWatt).

     NECO purchases its  proprietary  HCPV Solar  Generators from its Technology
Licensor,  MegaWatt Energy Corporation.  NECO has a Technology License Agreement
with MegaWatt Energy for a proprietary NECO HCPV Solar Generator product line.

     Under terms of the License  Agreement,  NECO fulfills  customer orders on a
partial up front payment from funding  sources,  which may be reimbursed  via in
place government and utility rebates.

     The balance of the payment is deferred based on equipment  sales,  lease or
Shared Energy Savings Agreement  revenues that are derived from Consumers.  NECO
sells/leases  solar  generators or both electric and thermal (where  applicable)
energy to the Customer and  disburses a portion of the realized  revenues to the
funding sources and to pay its Technology Licensor/Manufacturer, MegaWatt Energy
Corporation for factory financing.

     Currently, the Company's HCPV Solar Generator provider is in the process of
manufacturing   solar  generator   systems  to  fulfill   initial   installation
requirements.  The Company  owns an  inventory  consisting  of  component  parts
inventory to produce enough HCPV Solar  Generators to generate over 2 MegaWatts.
The Company has interest  from a number of consumers to enter into Shared Energy
Savings  Agreements  contingent upon the installation of HCPV Solar  Generators.
The  Company is in the process of  developing  funding  sources to complete  the
installation of Solar  Generators at the sites under contract.  These funds will
be raised through various financial arrangements including federal and state tax
incentives, state rebates and revenue participation programs.

EMPLOYEES

     The Company has three  employees,  John McDonald,  President;  Matt Rogers,
Vice-President  and Tor Ewald,  Secretary/Treasurer.  The Company  utilizes  the
services of MegaWatt Energy Corporation  engineers as per the Technology License
Agreement.

                                       15
<PAGE>
RESULTS OF OPERATIONS

     Since the date of the  acquisition of New Energy  Corporation,  the Company
began  engaging  in start-up  operations  including  organizational  activities,
capital  acquisition,  promotional  and  sales  efforts  and  initial  equipment
deployment. Existing contracts include: (A) 300 kW for Andrew Martin Corporation
pursuant to a Shared Energy Savings Agreement.  To date, MEC's generators are in
the  final  stages  of  development.  Upon  completion,  NECO  hopes to  install
generators by November 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Operating  expenses  average $15,000 per month and have been paid from cash
reserves and by loans from its officers. The Company hopes to arrange additional
financing through a private placement offering in the upcoming year.  Management
is also  communicating  with several funding sources,  utilizing  government tax
incentive and subsidy  programs,  for the placement of HCPV Solar  Generators at
host  customer  sites.  In the event  this  offering  is not sold or  completed,
capital  resources for  operations  and production is expected to be provided by
short-term  financing  derived from the State and  municipal  buy-down  (rebate)
programs.  The interim  short-term  financing is available from several sources,
including  leasing  companies,  subject  to  financial  statements  provided  by
Customers.

     In the event the Company is not able to achieve requisite equity funding it
seeks, in part or whole,  management is of the view that Company-owned inventory
will be utilized to fulfill Customer orders, and will generate adequate retained
earnings to finance NECO for market penetration and expansion. However, there is
no assurance that the Company will be able to sell this  inventory,  or that the
revenues  generated  from  the  sale of such  inventory  will be  sufficient  to
maintain the Company as a going concern.

     On August 14th of 2002,  NECO entered into a share purchase  agreement with
Pride of Aspen  Associates,  LLC., an Idaho limited liability  company,  for the
purchase of 500,000  shares of  restricted  stock at two dollars per share for a
total purchase price of one million dollars. ($1,000,000.00). (See Exhibit 10.5)
The agreement is spread out over a 9 month period, with installments of $100,000
per month for delivery of 50,000  shares of  restricted  stock.  Pursuant to the
agreement,  $100,000 was paid upon closing to NECO. The shares have not yet been
issued or delivered, but the Company plans to complete this shortly. The Company
is currently  waiting for the next payment under this  agreement.  There is some
doubt as to whether this  transaction  will be completed  based on the fact that
additional  installments  under the  agreement  have not been  received.  If the
agreement is  completed,  the Company  plans to use the proceeds of this sale to
cover the purchase price and installment  costs of placing the  generators.  The
Company is not expecting an installment in the first quarter of 2003.

     Tor Ewald, the Company's Secretary and Treasurer,  has been making loans to
the  Company  in the form of  promissory  notes  in  order  to keep the  Company

                                       16
<PAGE>
operational.  The Board of Directors,  with Mr. Ewald  abstaining from the vote,
approved  all  issuances  of the  notes.  Each note is a three year note with an
annual interest rate of 4%. The dates of issuances and amounts are as follows:

November 16th, 2002   --   $ 1,200.00
November 20th, 2002   --   $   200.00
December 3rd, 2002    --   $   500.00
December 5th, 2002    --   $   200.00
December 11th, 2002   --   $ 2,500.00
January 7th, 2003     --   $ 5,000.00
January 17th, 2003    --   $ 5,000.00
January 21st, 2003    --   $ 1,000.00
                           ----------
Total                      $15,600.00
                           ==========

Though Mr. Ewald has been making these loans in the past,  there is no assurance
that this will continue into the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to financing of operations,  contingencies and litigation.  Management bases its
estimates and judgments on  historical  experience  and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  value of assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.  The most
significant  accounting  estimates  inherent in the preparation of the Company's
financial  statements include estimates as to the appropriate  carrying value of
certain  assets  and  liabilities  which are not  readily  apparent  from  other
sources,  primarily accruals for operating costs and related party transactions.
These accounting  policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated  financial statements included
in our Annual Report on Form 10-KSB for the fiscal year ended April 30, 2002.

ADDITIONAL RISK FACTORS

In the  event  the  Company:  (a)  fails  to make  delivery  of its  HCPV  Solar
Generators in a timely manner;  (b) is unable to access adequate funding sources
to fulfill  partial up front payments for Customer  orders;  or, (c) realizes an

                                       17
<PAGE>
unforeseen  market or  technological  advent;  the  Company may find itself in a
liquidity and capital  resource crises from which it cannot recover and, (d) The
Parts  Inventory  is not  insured.  The  Solar  Parts  Inventory  is stored in a
warehouse in Mexico.  The facility has personnel  working  during the day and is
guarded 24 hours a day.  The  warehouse  is made of cement and metal and the raw
materials  used to create the Parts  Inventory  are  silicon,  steel,  ceramics,
various types of metal wire and metal casings. Although the warehouse is located
on an  escarpment  above the majority of Tijuana,  high rain may cause damage to
some of the Inventory.  Fire may also cause damage to the Inventory. The effects
of one or both of these occurrences,  or any other unforeseen event, would cause
the Company to purchase  additional  parts  inventory and components in order to
have  manufactured  and delivered Solar  Generators for sale or for installation
and subsequent sale of energy to Customers.

ITEM 3. CONTROLS AND PROCEDURES

Based on the evaluation of the Company's  disclosure  controls and procedures by
Tor Ewald, the Company's Chief Financial Officer and person most  knowledgeable,
and John McDonald, the Company's Chief Executive Officer, as of a date within 90
days of the filing date of this quarterly  report,  such officers have concluded
that the Company's  disclosure controls and procedures are effective in ensuring
that information  required to be disclosed by the Company in the reports that it
files or submits under the Securities  and Exchange Act of 1934, as amended,  is
recorded,  processed,  summarized and reported, within the time period specified
by the Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  including any corrective  actions with regard to significant
deficiencies and material weaknesses.

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SEC LITIGATION

     On January 18th,  2002, the Securities and Exchange  Commission (the "SEC")
temporarily  suspended  trading of the Company's  stock for a 10 day period.  On
February 1st, 2002, the Commission  filed a complaint  against the Company,  the
Company's  Secretary and Treasurer,  Tor Ewald,  Burke  Maxfield,  the Company's
former  officer and  director,  as well as other  parties that  facilitated  the
acquisition  of New Energy and various other relief  defendants  and  promoters.
(Securities and Exchange Commission v. New Energy Corp., et al. Civil Action No.
CV-02-989-MMM  (C.D.  Cal)  Copies of  complaint  can be seen at SEC's  website:
www.sec.gov.

     The Company,  and Tor Ewald,  have  entered into a final  judgment in which
they consented, without admitting or denying the allegations of the complaint to

                                       18
<PAGE>
the entry of an injunction against it from violating the federal securities laws
in the future.  Neither the Company nor Mr. Ewald, were required to pay any type
of penalty.

     The   Securities   and  Exchange   Commission  has  continued  to  schedule
depositions following the entry of final judgment. Tor Ewald, John McDonald, and
Matt Rogers have all been deposed  following  the entry of final  judgment.  The
Securities and Exchange Commission have not taken any action since the notice of
entry of final order.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

N/A

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

N/A

ITEM 5. OTHER INFORMATION

NEW OFFICE

On February  4th of 2003,  the Company  entered into a new lease and has changed
offices.  The  Company's  new address is 5560 La Jolla Blvd.,  Suite A, La Jolla
California,  92037.  The lease is for one year at a monthly  rate of $750.00 per
month.

CANCELLATION OF DISTRIBUTED POWER SYSTEMS AGREEMENT

By mutual agreement,  the purchase orders between  Distributed Power Systems and
NECO Energy,  by way of a technology  licensing  agreement with MegaWatt Energy,
for the purchase of $36,000,000 of solar energy  generators has been  cancelled.
The  Parties  felt  this was  prudent  due to a  proposed  change  in how  solar
generators  are  to  be  financed.   With  the  current  government  legislation
supporting  solar  generators,  including  federal and state tax  incentives and
state solar  rebates,  third party  financing  has become a more cost  effective
alternative.  It is anticipated that NECO energy and Distributive  Power Systems
will  negotiate  new purchase  orders for future third party  financing of solar
generators on a project-by-project basis.

                                       19
<PAGE>
THE CANCELLATION OF THE ANDREW MARTIN ENERGY PURCHASE AND SUBSEQUENT  SIGNING OF
A SHARED ENERGY SAVINGS AGREEMENT

By mutual agreement  between NECO and Andrew Martin Company,  the companies have
cancelled the Energy Purchase  Agreement  previously  entered into on the 5th of
March,  2002 and have entered into a Shared  Energy  Savings  Agreement  (hereby
attached as Exhibit 10.7) In essence, the terms of the previously entered Energy
Purchase  Agreement  have been  incorporated  into the new Shared Energy Savings
Agreement.  The Companies  believe  modifying the Agreement into a Shared Energy
Savings Agreement is more consistent with current regulations

UPDATED BUSINESS PLAN

BUSINESS PLAN

     NECO  Solar  Generators   convert  free  energy  from  the  Sun  into  both
electricity  and thermal  energy for  subsequent  sale to clients who enter into
Shared Energy Savings Agreements with NECO Energy.  Fossil fuel fired or nuclear
powered  plants must purchase and burn fossil fuels or bury spent nuclear fuels.
NECO Solar  Generators  do not.  Absolutely  nothing is created  from NECO Solar
Generators except clean, inexhaustible, energy. NECO operations are socially and
environmentally  correct besides being economic.  If comparing the  technologies
used within NECO Solar Generators with normal  flat-plate  one-Sun solar arrays;
(1) NECO  systems  require  one half the space,  (2)  generate  electricity  and
thermal energy 30% longer during the day due to it's dual-axis  tracking and (3)
Due to the 500 to 1 high  concentration  is able to  convert  more of the  Sun's
available energy per square foot into  electricity  than any other  manufacturer
known to NECO Management (4) In  Management's  view, the NECO Solar Generator is
the only Solar  Generator in the world that also captures  thermal energy at the
same time as it is generating electricity.

     The Company's office in La Jolla,  California represents the base to expand
the market for NECO Solar  Generators into California,  Illinois,  New York, New
Jersey,  Pennsylvania,  Florida and other states that have subsidies.  The State
and Federal solar subsidies are in the form of rebates and tax credits. With the
help of the various solar incentive  programs,  NECO will be able to develop the
economies of scale to  penetrate  and compete in these  energy  markets.  NECO's
planned  marketing program involves direct consumer  contracts.  One approach is
NECO  offering  each Customer a Shared  Energy  Savings  Agreements  (SESA) at a
discount  from  local  utility  retail  rates  for a  five-year  term.  A second
five-year term offers energy at an even greater discount. The Customer will also
be offered a Purchase  Option for the Solar  Generator  at the end of the second
term.

     NECO has a Technology  License  Agreement with MegaWatt Energy  Corporation
("MEC").  (See exhibit 10.4) Tor Ewald recently resigned as Vice President and a
Director of MEC yet  currently  owns 8% of MEC. Mr. Ewald is also  Secretary and
Treasurer of NECO and owns 81.3% of NECO. MEC and NECO are separate  arms-length
operating  companies.  The relationship  between MEC and NECO is outlined in the
Technology License Agreement.  MEC manufacturers  advanced  proprietary  designs
specifically  for  the use by  NECO  (herein  after  referred  to as NECO  Solar
Generators). Further, NECO has effectuated sales of solar inventory parts to MEC
for the production of these generators.  These High  Concentration  Photovoltaic
("HCPV") dual-axis tracking  Electro-Thermal Solar Generators operate more hours
during the day and produce  more  electricity  per square  foot than  stationary
flat-plate solar modules.  The MEC technology also enables NECO Solar Generators

                                       20
<PAGE>
to  produce  thermal  energy at the same  time.  Thermal  energy may be used for
processing  heat or to generate  additional  electricity on demand for locations
without utility grids.

     NECO will  install  and service  NECO Solar  Generators  at each  location.
Although  MEC Solar  Generators  designed  specifically  for  NECO,  come with a
preliminary  five-year  unlimited  warranty,  NECO  will  offer  extended  Solar
Generator  warranties  from  date of  installation  to  entities  that  elect to
purchase.

     MEC provides NECO with 40% factory  financing.  This,  along with potential
government  incentives,  enables NECO to finance a  substantial  number of Solar
Generator installations.

     NECO's  operating  overhead is at a minimum when  compared to other typical
energy producers because NECO Solar Generators  convert free energy derived from
the Sun into electric and thermal  energy.  Other forms of  conventional  energy
production, including fossil fuel and nuclear power plants, must purchase fossil
and nuclear fuels. And, in the case of nuclear power plants, the cost of nuclear
waste disposal must also be included in the operating  overhead.  In the case of
fossil fuels,  the cost of pollution  reduction and abatement must be calculated
in the final cost of the electricity.

     To date,  MEC's  generators  are in the final stages of  development.  Upon
completion, NECO hopes to install generators by November 3rd, 2003.

EXECUTIVE SUMMARY

     New Energy Corporation  ("NECO") draws on more than twenty years of work in
renewable energy, along with prevailing  conditions and opportunities now facing
the energy  marketplace.  The global energy crisis,  and more  specifically  the
energy market dysfunction within the United States, is caused by the fluctuating
prices  of oil and gas.  Energy  has  become  a  commodity.  High  Concentration
technology  for  solar  energy  has  been  developed  to a point  that it is now
commercially  viable and  competitive  with other  sources of energy.  NECO will
market and sell High Concentration  Photovoltaic  ("HCPV") Solar Electro-Thermal
Generators,  as well as sell electricity and thermal energy at prices discounted
from utility  rates.  NECO systems have the ability to produce  electricity  and
thermal energy in the form of hot water. NECO systems have a dual-axis  tracking
system  allowing  them to receive more direct  sunlight in the course of the day
than any other existing  photovoltaic system. NECO Solar Generators also utilize
highly efficient high concentration solar chips which are only a fraction of the
size of one-Sun  (stationary)  flat plate solar cells and produce  substantially
more energy.

     Due to new emission standards for greenhouse gases,  together with electric
blackouts in several parts of the U.S.A.,  government subsidy programs have been
instituted to help develop the market for renewable energies. NECO has created a
strategy to augment the consumer's ability to take advantage of these government
subsidies and lower the cost of the solar generators to very affordable  prices.
This will  ultimately  bring the world energy  independence  while saving needed
capital and resources.

                                       21
<PAGE>
OVERVIEW

     Recent OPEC policies reduce oil supplies in order to maintain the price per
barrel to around $25.00.  Since  conventional  large scale  electric  production
facilities  require and consume  fossil fuels,  electricity  prices are directly
affected  by the  price  of oil and  gas.  Attention  has  been  focused  on the
dependency  of foreign oil for our energy needs.  Federal and State  governments
are implementing  programs for at least five years to reduce that dependency via
the  implementation  of  renewable  energy  projects.  (See  Energy  Foundation,
National  Energy  Policy  Fact  Sheet:   Utility  Energy   Efficiency   Programs
-www.ef.org/national/FactSheetUtility.cfm).  The  California  Consumer Power and
Conservation  Financing Authority ("CFA") has scheduled 3,500 MegaWatts of power
generation    infrastructure    during    the    next    five    years.    (See:
www.capowerauthority.ca.gov/EnergyResourceInvestmentPlan/main.asp).  The City of
San Francisco  just passed their  initial $100 Million  bonding for solar energy
infrastructure.  Rebates are now available from the States of California ($4,500
per kW),  Illinois,  New  Jersey  and New York  ($6,000  per  kW).  The  Federal
government allows a qualified Solar Tax Energy Credit of 10% as a credit against
amounts  due  the  IRS.  California  also  has  a 15%  Solar  Tax  Credit  (See:
http://www.californiasolarcenter.org/incentives.html).     These    and    other
incentives make long term renewable energy production  feasible and commercially
viable. NECO systems, in some cases are already viable without incentives, since
they produce two kinds of energy.  The return on investment  for NECO systems is
much faster than any other  photovoltaic  system.  NECO Solar Generators produce
more  electricity  than similar  priced or higher priced  flat-plate  stationary
solar  arrays.  They also  generate  thermal  energy used for process heat or to
generate  additional  electricity  on demand from the  company's  Rankine  Cycle
turbine. By having additional energy generated, the savings increase. Therefore,
more money is available for debt servicing of financed  capital  equipment.  The
ability to generate  electric  and thermal  energy  provides  the  Customer  the
advantage  of  reducing  the  cost of  energy  as well as  offsetting  potential
blackouts.

     NECO's Shared Energy Savings  Agreements  provide  Customers  (residential,
commercial,  industrial,  institutional,  etc.) a  contract  to  save  on  their
existing electric and hot water costs during the first five-year term. A greater
savings  over the second  five-year  term along with an Option to  Purchase  the
Solar  Generator at a residual value at the end of the second  five-year term is
available.

     On March 5th 2003,  NECO entered into a Shared  Energy  Savings  Agreements
(SESA) with Andrew M. Martin Company, Inc., of Gardena,  California,  to provide
the company with High  Concentration  Photovoltaic  ("HCPV")  Solar Energy for a
10-year term. (See exhibit 10.7)

COMPETITION

     The market for solar  electric power is intensely  competitive.  We believe
this market will continue to be intensely competitive.

     There are only two other  companies which produce  dual-axis  tracking high
concentration  solar generators that are known competitors:  (1) ENTECH of Texas
and (2) AMONIX of California. Both of these companies provide high concentration
photovoltaic  systems  that  track  the  Sun.  (See:   www.entechsolar.com   and
www.amonix.com). These two companies manufacture HCPV solar collectors, however,

                                       22
<PAGE>
the dual-axis NECO Solar Generator differs substantially, (see the Company's web
page www.necoenergy.com), from these two as well as from other solar arrays. The
reason  Entech and Amonix are the only two  companies  besides the Company which
have HCPV dual axis tracking is that high concentration dual axis tracking is an
emerging sector of the photovoltaic solar industry.

     The Dual-Axis  Tracking  system allows the HCPV generators to track the sun
as it moves  across the sky whereby the Sun's rays are  continuously  facing the
generators at a 90 degree angle of incidence.

     One-Sun flat plate solar cells normally found with non-tracking  arrays are
made of Silicon and achieve a maximum  efficiency  of 15%. A maximum of only 15%
of the available electricity can be converted from the Sun's available energy by
use of one-Sun  flat plate  solar  panels.  Flat  plates are  mounted in a fixed
position and can only obtain  their  maximum  efficiency  when the Sun is almost
directly  perpendicular  to them.  This  reduces  their  time  period of maximum
production  efficiency.  One-Sun flat plate solar panels do not produce  thermal
energy. NECO Solar Generators  concentrate sunlight by focusing very high energy
content light onto a small area.

     NECO Solar  Generators  have the advantages of (1) dual-axis  tracking that
enables the Solar  Generator to track the Sun  year-round  from sunup to sundown
and  (2) at the  same  time  produce  both  electric  and  thermal  energy.  The
significant  advantage of the NECO HCPV Dual Axis Tracking Solar  Generator over
the one-Sun  flat plate solar panels is that NECO Solar  Generators  co-generate
electric  and thermal  energy  simultaneously  and provide  over 50% more system
efficiency.  There are two reasons for this: (1) NECO Solar  Generators are able
to capture 30% more daily Sun hours which directly  relates to 30% more delivery
of electricity  and (2) by capturing and  delivering  thermal  energy.  The NECO
Solar Generator  produces this additional thermal energy and in so doing obtains
almost twice the amount of income (or savings) from the same piece of equipment.
The net  economic  result is that a NECO Solar  Generator  fully pays for itself
within  less  than one half the  periods  as  other  forms of  renewable  energy
systems.  Fossil fuel generators  require  substantially  more time to achieve a
break-even  point.  The  on-going  requirement  to purchase  fuels to feed these
fossil fuel  generators is not a requirement of NECO Solar  Generators.  The low
profile,  low weight NECO HCPV Dual Axis Tracking systems are efficient and cost
effective.

     In order to  produce  electricity,  utilities  require  and  consume  large
quantities  of fossil  fuels.  Energy  prices to utility  customers are directly
related to oil and gas  prices  and these  prices  constantly  fluctuate.  Other
factors include plant maintenance,  energy loss over long distance  distribution
grids and overhead.  Each NECO system is fuel free,  because it receives  energy
from an eternal source,  the Sun. NECO systems  require minimum  maintenance and
because they are installed on the customers' property, energy losses are reduced
to a negligible  factor,  thus not  affecting  the final energy  price.  "Energy
losses"   described  herein  refer  to  losses  attributed  to  line-loss  while
distributing  electricity  from the central  electric  production  plant (like a
hydroelectric damn; oil, gas, coal fired or nuclear facility) to the end user.

     Other losses include step-down transformers. It is easier and more economic
to send high voltage through the grid and to thereafter convert  (transform) the

                                       23
<PAGE>
energy  from 12 kV or higher to the normal  110 volts,  220v or 480v used by the
majority of utility  customers.  This process  also  contributes  to  additional
losses.  Energy is  converted  from  sunlight  into direct  current  (DC) and is
processed through an Inverter into alternating current (AC) for local use. These
inverter losses are insignificant when compared to losses from the grid.

MATERIALS AND PRINCIPLE SUPPLIERS

     NECO,  through  its  Technology  License  Agreement  with  MegaWatt  Energy
Corporation  ("MEC"),  benefits from MEC's  manufacturing of High  Concentration
Photovoltaic Dual Axis Tracking Solar  Electro-Thermal  Generators.  NECO Energy
has Solar Generator models uniquely designed specifically for NECO.

MANAGEMENT

     NECO  management  has a breadth and depth of experience and is committed to
the long-term  objective of developing a world-wide  platform and market for the
NECO  Solar  Generator  product  line.  The  executives  have in their  business
history,  manifested  the skills and abilities that are incumbent for a business
plan with the scope and dimension of NECO to succeed.

     THE NECO MANAGEMENT TEAM INCLUDES:

     1.   John McDonald, President/Director: Since 1986, Mr. McDonald has served
          as Sales and Marketing Director of several sector-leading corporations
          with emerging products and services. BS, Marketing,  University Nevada
          Reno.

     2.   Matt Rogers, Vice-President/ Director: For the period 1995 to present,
          Mr. Rogers has served in positions for Business Development of several
          financial institutions including City National Bank, Imperial Bank and
          Silicon  Valley Bank.  BA -  International  Relations;  MBA - Finance,
          Brigham Young University 1992.

     3.   Tor Ewald,  Secretary/  Director:  Since 1990, Mr. Ewald has served in
          consulting   positions   for  several   alternative-renewable   energy
          companies including MegaWatt Energy Corporation. BA Economics UCSD.

MAJOR CUSTOMERS

     NECO's  marketing  strategy  is  to  focus  upon  residential,  commercial,
industrial  and  institutional  customers,  thus not  depending  on a few  major
customers.

     The Company's marketing plan is headed in two directions:

A. HCPV Electro-Thermal Solar Generator Product Line: The proprietary model NECO
Solar Generator product line is provided by MegaWatt Energy Corporation  through
a  Technology  License  Agreement.  (These  product  types  consist of three (3)

                                       24
<PAGE>
Residential  Solar  Generators-  ranging  from  2.5  kW to  5.5  kW;  three  (3)
Commercial Solar Generators ranging from 35 kW to 100; four (4) Industrial Solar
Generators  ranging  from  250 kW to 5MW;  and  four  (4)  Utility  Scale  Solar
Generators ranging from 50MW to 1 GigaWatt.  The Company is poised to expand its
Agreement with MEC for the proprietary  model NECO HCPV Solar Generator  product
line which is  designed  to achieve  high-dollar-volume  distribution.  The U.S.
marketing blueprint is designed to utilize existing government subsidies.

B. NECO plans to focus primarily on installing Solar Generators in the states of
California,  llinois,  New Jersey and New York to take advantage of the existing
government  subsidies,  which subsidies  should finance the installation of such
units.  Sales of NECO  HCPV  Solar  Generators  in  regions  without  government
subsidies  may be  completed  using  lease  financing.  It is  planned  that the
Customer  will be  provided  a  five-year  lease with NECO and will enter into a
Shared Savings Agreement with NECO. The NECO marketing  blueprint is designed to
shift the focus  during  2005  toward  utility-scale  installations.  Management
foresees the cessation of government subsidies for alternative  renewable energy
occurring within  approximately  five years, at which time HCPV Solar Generators
will have matured within the scale of economics for the marketplace.

C.  Electric and thermal  energy:  Through  implementation  of the Shared Energy
Savings Agreements (SESA), NECO will provide electricity and thermal energy (hot
water)  to its  Customers.  The  Agreement  provides  the  customer  energy at a
discount from the local  utility  prices over a  preliminary  five-year  term. A
greater  discount  over a second  five-year  term and the Option to Purchase the
HCPV Solar  Electro-Thermal Solar Generator for the residual value of the system
at the end of that second term.

CURRENT CONTRACTS

     On March 5th 2003,  NECO entered into a Shared  Energy  Savings  Agreements
(SESA) with Andrew M. Martin Company, Inc., of Gardena,  California,  to provide
the company with High  Concentration  Photovoltaic  ("HCPV")  Solar Energy for a
10-year term. (See exhibit 10.7)

     To date,  MEC's  generators  are in the final stages of  development.  Upon
completion, NECO hopes to install generators by November 2nd, 2003.

                                  RISK FACTORS

FUTURE TECHNOLOGY MAY DECREASE NECO'S COMPETITIVE ADVANTAGE

     New and  different  technology(s)  may be  invented  by others  to  cheaply
generate  electric and thermal  energy and which may have  infrastructure  costs
lower  than the  Company.  This may cause  demand for NECO  Solar  Generator  to
decrease or cease altogether.

RELATIONS BETWEEN THE UNITED STATES OF AMERICA AND MEXICO MAY BECOME TENSE

     The  governments of the U.S.A.  and Mexico could become  estranged  causing
NAFTA  regulations  to be  invalidated.  Therefore  low  cost  labor  from  Baja

                                       25
<PAGE>
California for portions of the NECO Solar Generators could be increased. If this
were to occur,  the price of the Company's  Solar  Generators  would rise,  thus
reducing potential profit margins.

STATES MAY NOT ALLOW THE COMPANY TO OBTAIN CERTAIN REBATES OR TAX INCENTIVES AND
THE SOLAR GENERATORS MAY NOT BE APPROVED FOR INSTALLATION

     Certain state regulations  mandate that solar equipment must be approved by
nationally  accredited  testing  organizations.  These  organizations  do not at
present  have  protocols  in  place  which  enable  them to test  the MEC or MEC
produced NECO Solar  Generators due to the technology being so new. If the Solar
Generators  are not approved by these  organizations,  some states may not allow
the company to obtain certain rebates or tax incentives and the Solar Generators
may not be approved for installation.  Although the Solar Generators used by the
Company have received  approval from the Los Angeles  Department of Building and
Safety and comply with Rule 21 of the California  Public  Utilities  Commission,
there  may  be  certain  locations  where  these  Solar  Generators  may  not be
installed.

LACK OF ENOUGH SOLAR CHIPS TO PRODUCE SOLAR GENERATORS

     At this time, the Company does not manufacture  its own solar chips.  There
are only two companies in the world known to management capable of manufacturing
these chips.  If, for some reason,  due to extreme  natural  causes or corporate
restructure  or if either of these chip  manufacturing  companies  are unable to
fulfill solar chip orders,  NECO Solar  Generators would only be able to produce
thermal energy,  thus  substantially  limiting the potential  revenues,  until a
suitable new source became available.

NO ASSURANCE OF OPERATING PROFITS

     While  NECO's  executive   management   provides  it  with  experience  and
recognition in the alternative-renewable  energy business, NECO has no operating
history as it is currently  structured.  Because of the nature of NECO business,
and its lack of  operating  history  under  its  current  structure,  historical
results  of  operations  may not be  indicative  of future  financial  operating
results and future financial  performance is unknown.  There is no assurance the
company will show operating profits.

NECO IS DEPENDENT UPON THE EXPERIENCE AND KNOWLEDGE OF ITS KEY PERSONNEL

     The  operations  of NECO will  depend to a great  extent on the efforts and
expertise of the company's  executive  officers and  directors.  A change in key
personnel could impact company viability.

                                       26
<PAGE>
NECO IS DEPENDENT UPON ITS RELATIONSHIP WITH MEGAWATT ENERGY CORPORATION

     NECO is dependent  upon MegaWatt  Energy for supplying the Company with its
solar  generators.  If, for any reason,  this  relationship  should  cease,  the
Company would be placed in a very adverse position.

     The  majority of the top  executives  of the Solar  Generator  manufacturer
MegaWatt  Energy  Corporation  are  pilots  and  if  one  or  more  were  to  be
unfortunately  involved in an aircraft collision or accident, it would cause the
Company's ability to manufacture Solar Generators to be severely compromised.

NO EMPLOYMENT CONTRACTS

     NECO has no employment contracts with any individuals who can be classified
as  management.  The  Company  carries  no key  man  insurance  on any of  these
individuals,  although  Tor  Ewald  is the  majority  shareholder  of  NECO.  In
addition, it is not anticipated that the Company will maintain key man insurance
with any of its senior management or other employees,  although the Company,  in
its  discretion,  may enter into  employment  contracts with such  management or
employees in the future, as it deems appropriate.

MANAGEMENT OWNS ENOUGH SHARES TO CONTROL SHAREHOLDER VOTES

     Tor Ewald,  an Executive  Officer and Director of NECO,  beneficially  owns
approximately  81% of the  outstanding  common stock.  Mr. Ewald will be able to
exercise his controlling interest over matters requiring  stockholder  approval,
including  the  election of  directors  and the  approval of material  corporate
matters.  The  effects  of such stock  ownership  could be to delay or prevent a
change of control of NECO unless the terms are approved by such shareholder.

ISSUANCE OF ADDITIONAL COMMON STOCK WILL REDUCE INVESTOR'S PERCENTAGE OWNERSHIP

     The future issuance of all or part of the remaining authorized common stock
could result in a substantial reduction in the percentage of NECO's common stock
held by its  then  shareholders,  including  purchasers  of the  shares  offered
herein.  No vote of the  shareholders is required for the issuance of additional
common  stock or the issuance of preferred  stock.  NECO may  determine to issue
common stock for future acquisitions,  or other items, or may sell shares of its
common stock at a price lower than the price paid by any purchaser hereof.  Such
issuance  may have the effect of  diluting  the value of the shares  held by its
then  shareholders  and might  have a  material  adverse  effect on any  trading
market,  providing  a  trading  market  remains  in  effect  for  the  company's
securities.

ABSENCE OF CASH DIVIDENDS

     The Board of Directors  does not  anticipate  paying cash  dividends on the
Shares for the  foreseeable  future and intends to retain any future earnings to
finance the growth of the company's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements,  and the general
operating  and  financial  condition  of  NECO,  and  will be  subject  to legal
limitations on the payment of dividends out of paid-in capital.

                                       27
<PAGE>
THERE IS A LIMITED MARKET FOR NECO'S SECURITIES

     NECO's stock is currently  traded on the Other OTC,  otherwise known as the
"Grey Market". NECO securities are not listed on any stock exchange or quoted on
the Pink  Sheets or the  OTCBB.  Other OTC trades  are  reported  to the NASD so
investors can track price and volume,  however bids and offers are not collected
in a central spot so best execution of orders is difficult.

THE  COST OF  TRADITIONAL  ENERGY  SOURCES,  SUCH AS OIL AND  NATURAL  GAS,  MAY
DECREASE MAKING SOLAR ENERGY LESS BENEFICIAL

     The cost of oil and gas may go down considerably.  A low cost form of these
traditional sources of energy may reduce the economic advantage of solar energy.

EXISTING TAX INCENTIVES MAY BE REDUCED OR CEASE TO EXIST

     The existing tax incentives  offered by the Federal and State  governments;
along with state  government  rebate programs may be lobbied out of existence or
expire  without being  renewed;  therefore  causing the Company the inability to
easily finance its Solar Generators.

NET METERING MAY CEASE TO EXIST

     Net Metering  regulations  in various States may cease to exist thereby not
enabling the Company's Solar Generators to be connected to the grid.

Net                            Metering                             regulations:
http://www.nationalwind.org/resources/windrel/netstate.htm  Electricity produced
from renewable sources may exceed the amount of electricity used by the location
where the Solar Generator is installed.  If this occurs, the excess energy is in
essence  "banked"  into the local  utility grid for later use and the meter runs
backwards.  When the sun goes down and  electricity is no longer produced by the
Solar Generator, electricity is delivered by the grid and the meter runs normal.
At the end of the billing period, if the amount of electricity  delivered by the
grid exceeds that delivered by the Solar Generator,  the utility is paid for the
number of kiloWatt hours it has delivered. If more electricity is delivered into
the grid than used by the  Customer,  the utility does not pay, and nor does the
Customer.

FRESNEL LENS MANUFACTURERS MAY CEASE TO BE MANUFACTURED

     Fresnel  Optics  and/or 3M  Corporation  who supply  Fresnel  lenses to the
Company for its Solar Generators may cease manufacture; thus causing the Company
to only rely upon its parabolic reflector type Solar Generators as its sole type
Solar Generator.  This would  substantially  impact the effectiveness of the MEC
generators.

NECO'S SOLAR PARTS INVENTORY IS NOT INSURED

     NECO's solar parts  inventory,  once  assembled,  is capable of producing 2
MegaWatts  of energy per hour.  Should such parts be  destroyed  or ruined by an
unforeseen  event,  the majority of NECO's  assets will be depleted  since these
parts are not insured.

                                       28
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

2.1       Acquisition  Agreement with New Energy  Corporation  (Incorporated  by
          Reference on Company's Form 8-K filing of 12/03/2001).

3.1       Articles of  Incorporation.  (Incorporated  by  reference on Company's
          Form SB-2 filing of 6/9/2000).

3.2       Amended  Articles  of  Incorporation  (Incorporated  by  reference  on
          Company's Form 8-K filing of 12/03/2001).

3.3       Bylaws  (Incorporated  by reference  on Company's  Form SB-2 filing of
          6/09/2000).

3.4       Amended  Articles  of  Incorporation  (Incorporated  by  reference  on
          Company's Form 8-K filing of 5/30/2002).

10.2      Energy Purchase  Agreement with Andrew M. Martin Co.  (Incorporated by
          reference on Company's Form 8K/A filing of 5/15/2002)

10.3      Assignment  Agreement  between  MegaWatt  Energy  Corporation  and New
          Energy Corporation.  (Incorporated by reference on Company's Form 8K/A
          filing of 5/15/2002).

10.4      Technology   License   Agreement  with  MegaWatt  Energy   Corporation
          (Incorporated by reference on Company's Form 8K/A filing of 5/15/2002)

10.5      Stock  Purchase  Agreement  with the Pride of Aspen dated August 14th,
          2002  (Incorporated  by reference  on  Company's  Form 10KSB filing of
          11/19/02)

10.6      Invoice for  Generators  with MegaWatt  Energy dated August 1st, 2002.
          (Incorporated by reference on Company's Form 10KSB filing of 11/19/02)

10.7      Energy  Consumer  Shared  Energy  Savings  Agreement  dated the 9th of
          March, 2003.

99.1      Sarbanes-Oxley Certification

                                       29
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        NECO ENERGY CORPORATION.

                                        /s/ Tor Ewald
                                        ----------------------------------------
                                        By: Tor Ewald, Secretary/Treasurer
                                        Date: 3/24/03

                                        /s/ Matt Rogers
                                        ----------------------------------------
                                        By: Matt Rogers, Vice President
                                        Date: 3/24/03

                                        /s/ John McDonald
                                        ----------------------------------------
                                        By: John McDonald, President
                                        Date: 3/24/03


                                       30
<PAGE>
                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tor Ewald certify that:

1)   I have  reviewed  this  quarterly  report  on Form  10-QSB  of NECO  Energy
     Corporation;

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 ("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  fulfilling  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;

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: March 24, 2003
                                           /s/ Tor Ewald
                                           -------------------------------------
                                           Tor Ewald
                                           Secretary/CFO

                                       31
<PAGE>
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John McDonald, certify that:

1)   I have  reviewed  this  quarterly  report  on Form  10-QSB  of NECO  Energy
     Corporation;

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 ("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  fulfilling  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;

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: March 24, 2003
                                           /s/ John McDonald
                                           -------------------------------------
                                           John McDonald
                                           President/CEO

                                       32