`UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  Form 10-QSB

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


               For the quarterly period ended: March 31, 2003


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


          For the transition period from ____________ to _____________


                        Commission file number: 0-29587


                       OPTICAL CONCEPTS OF AMERICA, INC. 
       (Exact name of small business issuer as specified in its charter)


                        Florida                          65-0705328
            (State or other jurisdiction                (IRS Employer
            of incorporation or organization)         Identification No.)

             2700 North 29th Avenue, Suite 305, Hollywood, FL 33020
              (Address of principal executive offices) (Zip Code)

                                 (954) 923-4438
                          (Issuer's telephone number)


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

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, $.001 par value
40,633,007 shares outstanding as of March 31, 2003.

Transitional Small Business Disclosure Format: Yes __ No X


                                       1
INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).......................................3

Item 2. Management's Plan of Operations........................................6

Item 4. Controls and Procedures................................................9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings......................................................9

Item 2. Changes in Security...................................................10

Item 3. Default Upon Senior Securities........................................10

Item 4. Submission of Matters to a Vote of Security Holders...................10

Item 5. Other Information.....................................................10

Item 6. Exhibits and Reports on Form 8-K......................................10



                                       2
PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)


Financial Statements

   Balance Sheets............................................................F-1

   Statements of Operations and Accumulated Deficit..........................F-2

   Statements of Cash Flows..................................................F-3

   Notes to the Financial Statements.........................................F-4


                                       3
OPTICAL CONCEPTS OF AMERICA, INC.
                                 Balance Sheets



                                                March 31, 2003        December 31,2002
                                                ---------------       ---------------
                                                  (Unaudited)

ASSETS

 Total assets                                   $            -        $            -

                                                ===============       ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Due to officer                                 $         8,619       $        6,819
                                                ---------------       ---------------

 Total liabilities                                        8,619                6,819
                                                ---------------       ---------------

Stockholders' equity
(deficit):
Common stock, $.001 par value, 50,000,000
shares authorized, 40,633,007 shares issued
and outstanding                                          40,633               40,633
Additional paid in capital                              381,275              381,275
Accumulated deficit                                    (430,527)            (428,727)
                                                ---------------       ---------------

Total stockholders' equity (deficit)                     (8,619)              (6,819)
                                                ---------------       ---------------

Total liabilities and
stockholders' equity (deficit)                  $            -        $            -
                                                ===============       ===============

                See accompanying notes to financial statements.


                                      F-1

OPTICAL CONCEPTS OF AMERICA, INC.
                            Statements of Operations


                                           For the                  For the
                                         Three Months            Three Months
                                             Ended                   Ended
                                         Mar. 31, 2003           Mar. 31, 2002
                                        --------------           --------------
                                         (Unaudited)              (Unaudited)

Sales                                   $           -                        -

Cost of sales                                       -                        -
                                        --------------           --------------

Gross profit (loss)                                 -                        -
                                        --------------           --------------

Administrative expense                           1,800                    3,774
                                        --------------           --------------

Income (loss) from operations                   (1,800)                  (3,774)

Other income                                        -                        -
                                        --------------           --------------

Net income (loss)                       $       (1,800)          $       (3,774)
                                        ==============           ==============

Basic net income (loss) per share       $         (.00)          $         (.00)
                                        ==============           ==============

Basic weighted average shares
outstanding                                 40,633,007               40,633,007
                                        ==============           ==============

Diluted net income (loss)
per share                               $         (.00)          $         (.00)
                                        ==============           ==============

Diluted weighted average shares
 outstanding                                 40,633,007              40,633,007
                                        ==============           ==============

                See accompanying notes to financial statements.

                                      F-2

OPTICAL CONCEPTS OF AMERICA, INC.
                            Statement of Cash Flows



                                           For the                  For the
                                         Three Months            Three Months
                                             Ended                   Ended
                                         Mar. 31, 2003           Mar. 31, 2002
                                        --------------           --------------

Cash flows from operating activities:

Net income (loss)                       $       (1,800)          $       (3,774)
Increase in accounts payable                     1,800                      925
                                        --------------           --------------

Net cash provided by  (used in)
operating activities                                -                    (2,849)
                                        --------------           --------------

Cash flows from investing activities:

Net cash provided by (used in)
investing activities                                -                        -
                                        --------------           --------------

Cash flows from financing activities:
Advances from officer                               -                     2,849
                                        --------------           --------------

Net cash provided by (used in)
financing activities                                -                     2,849
                                        --------------           --------------

Increase (decrease) in cash                         -                        -

Cash at beginning of period                         -                        -
                                        --------------          ---------------

Cash at end of period                   $           -           $            -
                                        ==============          ===============


                Supplemental Disclosure of Cash Flows Information


Cash paid during the period
for interest                            $           -           $            -
                                        ==============          ===============

                See accompanying notes to financial statements.


                                      F-3

OPTICAL CONCEPTS OF AMERICA, INC.
                          NOTES TO FINANCIAL STATEMENT
                                   (UNAUDITED)



1.     Basis of Presentation

    The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with Notes
to Financial Statements contained in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2002. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended March 31, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003.

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


                                      F-4

Item 2. Management's Plan of Operation

The following discussion of the Company's plan of operation contains
forward-looking statements. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. They
use of words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. From time to
time, we also may provide forward-looking statements in other materials we
release to the public.

Business Overview

Optical Concepts of America, Inc. was originally incorporated on June 18, 1996,
under the laws of the State of Florida under the name Celebrity Steakhouses,
Inc. The Company changed its corporate name to Deerfield Financial Services,
Inc. effective October 28, 1996. On January 31, 1998, Deerfield acquired all of
the outstanding stock of Optical Concepts of America, Inc., a Delaware
corporation, which was formed on April 30, 1996, under a Stock Purchase
Agreement in exchange for 750,000 shares of common stock of Deerfield. Prior to
the acquisition, the Company had not commenced any active business operations.
The Company adopted its current corporate name of Optical Concepts of America,
Inc. on July 6, 1998. The description of business development under this
subheading relates to the former business operations of Optical Concepts from
January 1998 until it ceased such business operations at the end of 2000.
Optical Concepts is sometimes referred to as the Company or "CO", and its
current business activities is to seek new business opportunities, which is
described under subheading "New Business of the Company".

The Company had been operated as a holding company until December 2000, through
its former wholly-owned subsidiary, Optical Concepts of America, Inc., which was
engaged in the development, design and marketing of a collection of fashionable
prescription eyeglass frames as well as a line of upscale, ready-to-wear,
non-prescription reading eyewear.

The Company's business strategy from the beginning of 1998 until the end of 2000
had been to take advantage of several niche market opportunities in the optical
industry which it believed it could successfully pursue involving the design and
distribution of quality prescription eyewear frames and ready-to-wear reading
eyewear. The Company's business operations were focused on selling its products
in the growing budget fashion optical market and the ready-to-wear reading
eyewear market, in which markets it intended to capture significant market share
through its "Bravo Eyewear" division and its "ADEA Readers" division. The
Company had intended to offer a diverse line of products targeted primarily to
managed vision care groups, optometrists, opticians and discount retailers. In
addition to the Company's initial intent to strengthen and maintaining its then
existing business derived through the Bravo Eyewear and ADEA Readers product
lines, the Company also planned to broaden its focus to include the development
and/or acquisition of one or more related and/or non-related product or service
businesses in order to enhance the Company's overall business potential.


                                       4



The Company was not successful in pursuing its business of designing and
distributing eyewear. Further, there can be no assurances that, should Marc
Baker, who became the Company's sole officer and director in December 2000 and
is its principal shareholders, successfully identify an appropriate acquisition
or business opportunity unrelated in scope to the Company's prior business
operations, that it will be able to fund such acquisition or business
opportunity.

New Business of the Company

The Company incurred significant losses during 1999 and 2000, and the former
management believed that these losses would continue and would even possibly
increase. As a result, it was determined by former management that it was in the
Company's best interests to divest its formerly wholly-owned subsidiary, Optical
Concepts of America, Inc.. The former management did not believe that it could
continue to sustain operating losses and secure enough funding to finance the
Company's operations. The former management believed that the divestiture of the
Company's wholly-owned subsidiary would permit it to reallocate its resources to
seeking new business opportunities by entering into a business combination with
potentially profitable operations, which efforts the management believed to be
in the best interest of the shareholders.

Following the divestiture of its wholly-owned subsidiary, the Company had no
source of funding to pay for its limited operating expenses until Mr. Baker was
elected as a director and sole officer in December 2000. Since January 2002
throughout the date of this Quarterly Report, Mr. Baker has paid a total of
$5,969 of our expenses which principally consisted of accounting fees. In
December 2000, we issued to Mr. Baker a total of 35,000,000 restricted shares,
or 86.13% or our issued and outstanding shares, at par value, for the purpose of
his gaining voting control.

The Company had no source of funding of any expenses until Mr. Baker was elected
as a director and sole officer, and since his election Mr. Baker has paid a
total of $5,969 of our expenses which principally consisted of accounting fees.

Plan of Operation

As the result of our divestiture of our operating subsidiary, we have no present
operations and as a result we have redirected our efforts and limited resources
to seeking potential new business opportunities or business transactions with
other companies. Following our divestiture of our wholly-owned subsidiary, our
new management consisting of our sole officer Mr. Baker, considers to pursue new
business opportunities, including the possibility of entering into a business
combination. We did not intend to limit ourselves to a particular industry and
have not established any particular criteria upon which we shall base our
determination to consider and proceed with a business opportunity.

Our common stock became subject for quotation on the OTC:BB under the symbol
"OICU" on July 26, 2002. Ever since, there has only been limited trading
activity in our common stock, notwithstanding the fact that our common stock is
quoted.

At the present time, Mr. Baker is our sole officer and director. If we decide to
seek to acquire another business or otherwise pursue a business opportunity, we
would have substantial flexibility in identifying and selecting a prospective
business. As a result, we would be entirely dependent on the judgment of Mr.
Baker in connection with the selection process. In evaluating a prospective
business opportunity, we would consider, among other factors, the following: (i)
costs associated with effecting a transaction; (ii) equity interest in and
opportunity to control the prospective candidate, if any; (iii) growth potential
of the candidate; (iv) experience and skill of management and availability of
additional personnel; (v) capital requirements necessary; (vi) the prospective
candidate's competitive position; (vii) stage of development of the the business
opportunity; (viii) degree of current or potential market acceptance of the
business, products or services; (ix) proprietary features and degree of
intellectual property; (x) the availability of audited financial statements of
the any potential business opportunity; and (xi) the regulatory environment that
may be applicable to any prospective business.


                                       5



The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of any business opportunity was or would be based, to the
extent relevant, on the above factors as well as other considerations deemed
relevant by Mr. Baker in connection with effecting prospective new business
opportunities. In connection with an evaluation of a prospective or potential
business opportunities, Mr. Baker, with the possible assistance of an
independent investment banking firm, or third party consultants, may consider to
conduct a due diligence review.

The time and costs required to pursue new business opportunities or to seek to
acquire other businesses, which includes negotiating and documenting relevant
agreements and preparing requisite documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation laws, was ascertained with
any degree of certainty.

Our current executive officer and director intends to does not intend to devote
full time the the Company but does intend to devote an appropriate portion of
his time to our affairs and, accordingly, the length of time required for the
pursuit and negotiations related to any new business opportunities is uncertain.
However, Mr. Baker will devote such time as he deems reasonably necessary to
carry out our business affairs including our pursuit of business opportunities
necessary to commence operations, although no assurance can be made that we will
be successful in our efforts. We cannot project the percentage of his time that
he will actually devote to the Company's business and affairs.

As a general rule, if we decide to enter into a business combination, Federal
and state tax laws and regulations have a significant impact upon the
structuring of a business combination. We will evaluate the possible tax
consequences of any prospective business combination and will endeavor to
structure a business combination so as to achieve the most favorable tax
treatment to us and our shareholders. There can be no assurance that the
Internal Revenue Service or state tax authorities will ultimately agree with our
tax treatment of a potential business combination. To the extent the Internal
Revenue Service or any relevant state tax authorities ultimately disagree with
our proposed tax treatment and in fact prevail in recharacterizing the tax
treatment of a business combination, there may be adverse tax consequences to us
and our shareholders. Tax considerations as well as other relevant factors will
be evaluated in determining the precise structure of a potential business
combination, which could be effected through various forms of a merger,
consolidation or stock or asset acquisition.

Following the filing of our  registration  statement on Form 10-SB/12g under the
Exchange Act, we became a reporting  company under the Exchange Act. Pursuant to
Section 13 and 15(d) of the Exchange Act, in the event significant  acquisitions
take place,  we will also be required  to file  reports  with the SEC which will
include certified financial statements for the acquired company typically
covering the last two fiscal two years. Consequently, acquisition prospects that
do not have or are unable to obtain the required certified financial statements
will not be appropriate for acquisition so long as the reporting requirements of
the Exchange Act are applicable. We may acquire a company or business by
purchasing, trading or selling the securities of such company or business.
However, we do not intend to engage primarily in such activities. Specifically,
we intend to conduct our activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act of 1940 and the regulations promulgated
thereunder.


                                       6



Various impediments to an acquisition of a business or company or a merger may
arise such as appraisal rights afforded to the shareholders of a prospective
acquisition under the laws of the state under which the prospective business is
organized. This may prove to be deterrent to a particular business combination.
In addition, under the laws of the State of Florida, and Florida Statute Section
607.1103, a business combination, including a merger or share exchange,
generally requires the approval by a majority of all votes entitled to vote.
However, Section 607.1103 (7) provides that "unless required by its articles of
incorporation, action by shareholders of the surviving corporation on a plan of
merger is not required if: (a) the articles of incorporation of the surviving
corporation will not differ from its articles before the merger; and (b)
each shareholder of the surviving corporation whose shares were outstanding
immediately prior to the effective date of the merger will hold the same number
of shares with identical designations, preferences, limitations and relative
rights, immediately after the merger". Our articles of incorporation do not
require a shareholder vote for a business combination". See Exhibit 99.3
attached hereto.

Liquidity, Capital Resources and Capital Requirements

During the nine-month period ended September 30, 2002, we raised no funds
through the sale of securities. Mr. Baker has paid expenses of $5,969 on behalf
of the Company, principally for accounting fees. The Company recorded these
obligation under due to officers. While we are dependent upon limited payments
of our expenses made by Mr. Baker, we have no written finance agreement with Mr.
Baker to provide any continued funding. We expect our capital requirements to be
limited to funds necessary to remain a reporting company under the Exchange Act,
including accounting fees. Mr. Baker is presently negotiating on our behalf with
CR Capital Services, Inc., a corporate securities compliance firm, providing
legal and related services to the Company, for compensation. We expect that we
shall agree to compensate CR Capital Services in the form of shares, in an
amount not yet been determined, for its services that began in December 2001,
including preparation of all our Exchange Act filings.

We may determine to seek to raise funds from the sale of equity or debt
securities, or other borrowings as part of our intent to seek new business
opportunities and/or in effecting a business combination. We issued to Mr. Baker
35,000,000 restricted shares in December 2000, which has been accounted for as
non-cash compensation of $35,000. However, we have no other agreements as of the
date hereof to issue any additional shares other than our plan to issue shares
to CR Capital Services or its principals, in a number of shares not yet
determined. Further, we cannot at this time predict whether equity or debt
financing will become available at terms acceptable to us, if at all. We
anticipate that in connection with our intent to seek new business opportunities
and/or a business combination, we may issue a substantial number of additional
shares. If such additional shares are issued, our shareholders will experience a
dilution in their ownership interest. Additionally, if a substantial number of
shares are issued in connection with the consummation of a business combination,
a change in control may be expected to occur.

Our limited resources and lack of operating history may make it difficult to
borrow funds. The amount and nature of any borrowing by us will depend on
numerous factors, including our capital requirements, potential lenders'
evaluation of our ability to meet debt service on borrowing and the then
prevailing conditions in the financial markets, as well as general economic
conditions. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in our best interests. Our inability to
borrow funds required to effect or facilitate new business opportunities, or to
provide funds for an additional infusion of capital into a target business, may
have a material adverse effect on our financial condition and future prospects,
including the ability to effect a business combination. To the extent that debt
financing ultimately proves to be available, any borrowing will subject us to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a target business may have already incurred debt
financing and, therefore, subject us to all the risks inherent thereto.


                                       7
Item 4. Controls and Procedures

     a.
         Within the 90 days prior to the date of this report, we carried out an
         evaluation, under the supervision and with the participation of the
         Company's management, including the Company's President and Chief
         Executive Officer along with Chief Financial Officer, of the
         effectiveness of the design and operation of our disclosure controls
         and procedures pursuant to Exchange Act Rule 13a-14. Based upon that
         evaluation, the Company's President and Chief Executive Officer along
         with the Chief Financial Officer concluded that our disclosure controls
         and procedures are effective in timely alerting them to material
         information relating to the Company (including its consolidated
         subsidiaries) required to be included in our periodic SEC filings.

     b.
         There have been no significant changes in our internal controls or in
         other factors that could significantly affect internal controls
         subsequent to the date we carried out this evaluation.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Security

During the three-month period ended March 31, 2003, we did not issue any
restricted shares.

Item 3. Default Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:
        Exhibit No.       Document Description

            3(i)          Articles of Incorporation (filed as Exhibits to the
                          Company's Registration Statement on Form 10-SB/12g and
                          incorporated herein by reference)

           3(ii)          Bylaws (filed as Exhibit to the Company's Registration
                          Statement on Form 10-SB/12g and incorporated herein by
                          reference)

(b) Form 8-K.

The Company did not file a Current Report during the three-month period ending
March, 2003.


                                       8
SIGNATURES

In accordance with Section 12 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Optical Concepts of America, Inc.


By: /s/ Marc Baker
        Marc Baker,
        Chief Executive Officer and CFO and Director

Dated: May 5, 2003

Hollywood, Florida


                                       9







                                 CERTIFICATIONS

I, Marc Baker, certify that:

1.   I have reviewed this annual report on Form 10-KSB of OPTICAL CONCEPTS OF
     AMERICA, INC.;

2.   Based on my knowledge, this annual 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 annually report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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
     annually  report;

4.   The registrant's other certifying officer 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 we have:

        (a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us by others, particularly during the period in which this
              annually  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 annually  report (the Evaluation Date); and
        (c)   presented in this annually  report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors;

        (a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
        (b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual  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: May 5, 2003

/s/ Marc Baker
    Marc Baker
    Chief Executive Officer



                                       10





                                 CERTIFICATIONS


I, Marc Baker, certify that:

1.   I have reviewed this annual report on Form 10-KSB of OPTICAL CONCEPTS OF
     AMERICA, INC.;

2.   Based on my knowledge, this annual 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 annually  report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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
     annually  report;

4.   The registrant's other certifying officer 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 we have:

        (a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us by others, particularly during the period in which this
              annually  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 annually  report (the Evaluation Date); and
        (c)   presented in this annually  report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors;

        (a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
        (b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual  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: May 5, 2003

/s/ Marc Baker
    Marc Baker
    Chief Financial Officer`