SECURITIES AND EXCHANGE COMMISSION
           WASHINGTON, DC  20549


                FORM 10-QSB

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

For the quarterly period ended January 31, 2003

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

For the transition period from            to


       Commission file number 0-26454


               OTHNET,  INC.
(Exact name of Small Business Issuer as Specified in its
Charter)


Delaware                                     98-0142664
(State or other jurisdiction           (I.R.S. Employer
of incorporation or                      Identification
organization)                                   Number)

          1187 Coast Village Road
                 Suite 319
      Santa Barbara, California 93108
  (Address of Principal Executive Offices)

               (805) 969-7482
(Issuer's Telephone Number, including Area Code)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     Yes    X              No

State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

Common, $.001 par value per share: 17,349,279 outstanding as of
January 31, 2003

<PAGE>

Item 1.     Financial Statements


OTHNET, INC.

Index to Financial Information

Period Ended January 31, 2003



Item                                           Page

Item 1 - Financial Statements

       Unaudited Consolidated Balance Sheet      3

       Unaudited Consolidated Statements
        of Operations
        and Comprehensive Income (Loss)          4

       Unaudited Statements of Cash Flows        5

        Unaudited Notes to Financial Statements  6


Item 2 -  Management's Discussion and Analysis
          or Plan of Operation                   7



Item 3 -  Controls and Procedures                10


<PAGE>

                          OTHNET, INC.
                   CONSOLIDATED BALANCE SHEET
                     As of January 31, 2003



     ASSETS

Current Assets
 Cash                                               $        733

Property and equipment
 Office furniture and equipment, net of accumulated
    depreciation of $18,934                               12,170
                                                    ------------
      Total Assets                                  $     12,903
                                                    ============


     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                   $    128,033
 Accounts payable to related parties                     113,651
 Note payable                                             30,500
                                                    ------------
      Total Current Liabilities                          272,184
                                                    ------------
Stockholders' Deficit
 Preferred stock, $.001 par, 2,000,000 shares authorized,
    None issued and outstanding
 Common stock, $.001 par value, 40,000,000 shares
    authorized, 13,264,279 issued and outstanding         13,264
 Additional paid in capital                           11,841,591
 Accumulated other comprehensive income                   63,248
 Retained deficit                                    (12,177,384)
                                                    ------------
      Total Stockholders' Deficit                    (   259,281)
                                                    ------------
      Total Liabilities and Stockholders' Deficit   $     12,903
                                                    ============

<PAGE>

                          OTHNET, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 For The Three Months and Nine Months Ended January 31, 2003 and 2002


                            Three Months              Nine Months
                         Ended January 31,         Ended January 31,
                           2003      2002           2003       2002
                       ----------- ----------- -----------   -----------

Net Sales                       $        66                  $     5,750

Operating Expenses
  Depreciation and
     amortization   $     2,791     166,634     $  8,373         774,921
  General and
     administrative           9     273,788        7,595         990,537
  Impairment expense                783,755                      783,755
Debt forgiveness        (98,153)                 (98,153)
                    -----------  ----------- -----------      -----------
Income (Loss) From
  Operations             95,353  (1,224,111)      82,185      (2,543,463)

Other income                             56                        3,151
                    -----------  ----------- -----------      -----------
Net Income (Loss)        95,353  (1,224,055)      82,185      (2,540,312)

Other Comprehensive Loss
  Foreign currency
     translation
     adjustment             (36)                     (36)
                    -----------  ----------- -----------      -----------
Net Comprehensive
  Income (Loss)     $    95,317 $(1,224,055)  $   82,149      $(2,540,312)
                    =========== ===========  ===========      ===========

Basic and diluted
   net income
  (loss) per
   common share            $.01      $(0.07)        $.01           $(0.15)

Weighted average common
  shares outstanding 13,064,279  16,949,279   13,064,279       16,915,946

<PAGE>


                          OTHNET, INC.
                    STATEMENTS OF CASH FLOWS
       For The Nine Months Ended January 31, 2003 and 2002

                                               2003             2002
                                          -----------       -----------
Cash Flows From Operating Activities
 Net income (loss)                        $    82,185       $(2,540,312)
 Adjustments to reconcile net income (loss)
    to net cash used by operating activities:
   Depreciation and amortization                8,373           774,921
   Impairment expense                                           783,755
   Debt forgiveness                          ( 98,153)
   Changes in:
    Prepaid expenses                                                875
    Accounts payable                         ( 25,199)          232,591
    Accrued expenses                                            140,633
                                          -----------        ----------
Net Cash Used By Operating Activities        ( 32,794)         (607,537)
                                          -----------        -----------
Cash Flows From Investing Activities
 Purchase of office furniture and equipment                  (   16,713)
                                                             -----------
Cash Flows From Financing Activities
 Proceeds from bank loan                                         25,000
 Repayment of note payable to related party                    ( 72,000)
 Proceeds from loans from related parties                        40,001
                                          -----------        -----------
Net Cash Provided By
(Used In) Financing Activities               ( 72,000)           65,001
                                          -----------        -----------
Foreign Currency Adjustment                  (     36)
                                          -----------
NET CHANGE IN CASH                           (104,830)       (  559,249)

 Cash balance, beginning                      105,563           559,365
                                          -----------        -----------
 Cash balance, ending                     $       733       $       116
                                          ===========        ===========


<PAGE>

                          OTHNET, INC.
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of
Othnet, Inc. ("Othnet") have been prepared in accordance with
accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Othnet's
latest Annual Report filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year.  Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for the
most recent fiscal year 2001, as reported in the 10-KSB, have
been omitted.


NOTE 2 - FORGIVENESS OF DEBT

On January 31, 2003, Othnet agreed to settle $138,653 of accounts
payable owed to a creditor for 200,000 shares of Othnet common
stock and an unsecured $30,000 note payable, bearing 10 percent
interest, maturing on March 31, 2003. The total value of the
common stock and the note payable plus interest is $40,500,
resulting in a gain on forgiveness of debt of $98,153.


<PAGE>


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

     The following discussion of the Company's financial
condition and results of operations is based on the Company's
Financial Statements and the related notes thereto.

Forward-Looking Statements

     This Form 10-QSB contains certain forward-looking
statements and information that reflect the Company's expectations
about its future operating results, performance and opportunities
that involve substantial risks and uncertainties. When used in
this Form 10-QSB, the words "anticipate", "believe", "estimate",
"plan," "intend" and "expect" and similar expressions, as they
relate to Othnet, Inc. for its management, are intended to
identify such forward-looking statements. These forward looking
statements are based on information currently available to the
Company and are subject to a number of risks, uncertainties, and
other factors that could cause the Company's actual results,
performance, prospects, and opportunities to differ materially
from those expressed in, or implied by, these forward-looking
statements.  Factors that could cause or contribute to such
differences include, but are not limited to, the factors discussed
under the caption "Other Factors Affecting Our Operating Results"
in Part II, Item 6, "Management's Discussion and Analysis or Plan
of Operation" of the Company's Annual Report on Form 10-KSB for
the year ended April 30, 2002.  Except as required by the Federal
Securities law, the Company does not undertake any obligation to
release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this Form
10-QSB or for any other reason.

Results of Operations

     In December 2001 and as a result of the Company's then
impaired cash position and failure to generate significant
revenues from its new business strategy, the Board of Directors
of  the Company approved a plan to shut down all nonessential
functions of the Company and to reduce all expenses that were not
absolutely essential to maintaining the Company as a reporting
entity until the Company is able to obtain some type of cash
infusion. Additionally, the Company began pursuing the sale or
license of its technology.  In carrying out this plan, the Company
received $300,000 in equity financing in April 2002 from a private
investor by selling 600,000 shares of its common stock at a
purchase price of $0.50 per share and the Company entered into
certain agreements and effected certain transactions in May 2002
described below.

     The Company had no revenues for the three and nine months
ended January 31, 2003 compared to revenues of approximately $100
and $6,000, respectively,  for the three and nine months ended
January 31, 2002.

     Operating expenses were approximately $3,000 and $16,000,
respectively, for the three and nine months ended January 31, 2003
and were comprised of depreciation and amortization, and general
and administrative. This compares to operating expenses of
approximately $1,224,000 and $2,538,000, respectively, for the
three and nine months ended January 31, 2002 which were comprised
primarily of depreciation and amortization, general and
administrative and an impairment expense.  This significant
decrease was primarily attributable to the plan approved by the
Board of Directors in December 2001 to shut down all nonessential
functions of the Company and to reduce all expenses that were not
absolutely essential to maintaining the Company as a reporting
entity.   For the three months ended January  31, 2003, the
Company recognized an expense of  $3,000 for depreciation and
amortization compared to $167,000 for the three months  ended
January 31, 2002.  General and administrative expenses for the
three months ended January 31, 2003 decreased to under $10 from
$274,000 for the three months ended January  31, 2002.  For

<PAGE>


the nine months ended January 31, 2003, the Company recognized an
expense of  $8,000 for depreciation and amortization compared to
$775,000 for the nine months ended January 31, 2002.  General and
administrative expenses for the nine months ended January 31, 2003
decreased to $8,000 from $991,000 for the nine months ended
January 31, 2002. Such decreases were primarily a result of the
aforesaid plan approved by the Board in December 2001 which
reduced expenses.  An impairment expense of $784,000 was also
recognized in the three and nine months ended January 31, 2002 for
which there was not a comparable expense in the three and nine
months ended January 31, 2003.

     The Company had a net comprehensive income of
approximately $95,000 and $82,000 for the three and nine months
ended January 31, 2003 compared to a net comprehensive loss of
approximately $1,224,000 and $2,540,000 for the three and nine
months ended January 31, 2002.  The net income achieved in the
three and nine months ended January 31, 2003 is primarily due to
the recognition in the quarter ended January 31, 2003 of a debt
forgiveness of approximately $98,000 along with the substantial
decrease in operating expenses discussed above.  On January 31,
2003, the Company agreed to settle $138,653 of accounts payable
owed to a creditor for 200,000 shares of common stock and an
unsecured $30,000 promissory note payable, bearing 10% interest,
maturing on March 31, 2003.  The total value of the common stock
and the note payable plus interest is $40,500, resulting in a gain
on forgiveness of debt of $98,153.

Liquidity and Capital Resources

     During the quarter ended January 31, 2002, the Company
decided to shut down all nonessential functions of the Company and
to reduce all expenses that were not absolutely essential to
maintaining the Company as a reporting entity until the Company
is able to obtain some type of cash infusion.  Additionally, the
Company began pursuing the sale or license of its technology.

     In carrying out this plan, the Company received $300,000
in equity financing in April 2002 from a private investor by
selling 600,000 shares of its common stock at a purchase price of
$0.50 per share and the Company entered into certain agreements
and effected the transactions described below in May 2002.  See
"Redemption of Shares and Assignment of the Othnet Technology"
below. Although the aforesaid transactions were effected as of May
9, 2002, said transactions were recorded as of the balance sheet
date of April 30, 2002 as the type of subsequent event that
requires adjustment to the balance sheet carrying values because
they affect the estimates used in preparing financial statements.

     As a result of the foregoing, the Company has no current
business operations and its principal business purpose at this
time is to seek to extinguish much of its outstanding debt and to
locate and consummate a merger or acquisition with a private
entity.  It should be noted that in June 2002 the Company entered
into a letter of intent with Kingdom Entertainment Group, LLC
("Kingdom") whereby the members of Kingdom would receive, either
through the sale of all of the assets of Kingdom to the Company
or through a merger of Kingdom into the Company, shares in the
Company.   No assurance can be given, however, that a definitive
agreement relating thereto will be signed, or that this or any
other transaction will in fact be consummated.

     On January 31, 2003, the Company had cash of approximately
$1,000 and a working capital deficit of approximately $271,000.

     Cash used in operating activities was $33,000 for the nine
months ended January 31, 2003 which was primarily the result of
net income of approximately $82,000 and increased by $8,000 for
depreciation and

<PAGE>

amortization offset by debt forgiveness of
$98,000 and accounts payable of $25,000.  For the nine  months
ended January 31, 2003, the Company used no cash in investing
activities.

     Cash used in operating activities was $608,000 for the
nine months ended January 31, 2002 which was primarily the result
of a loss of approximately $2,540,000 partially offset by non-cash
charges totaling approximately $775,000 for depreciation and
amortization, an impairment charge of $784,000, accounts payable
of $233,000 and accrued expenses of $141,000.  For the nine
months ended January  31, 2002, the Company also used
approximately $17,000 in investing activities for the purchase of
property and equipment.

     For the nine months ended January 31, 2003, the Company
also repaid $72,000 of a note payable to a related party, for
which there was no comparable item in the nine months ended
January 31, 2002.

     Our independent auditors have issued a "going concern"
opinion in their report to our financial statements for the year
ended April 30, 2002, citing the deficiency in working capital at
April 30, 2002 and the recurring operating losses.  Accordingly,
those conditions raise substantial doubt about our ability to
continue as a going concern.  With the assignment of the Othnet
Technology in May 2002, the Company's only operating division, the
Company has no current operations.  As a result,  the Company's
principal business purpose at this time is to seek to extinguish
much of its outstanding debt and to locate and consummate a merger
or acquisition with a private entity.  There can be no assurance,
however, that the Company will be able to acquire any business or
business opportunity or that any business or business opportunity
the Company acquires will prove successful or  will be able to
operate profitably.

     Redemption of Shares and Assignment of the Othnet Technology

     As mentioned above, in December 2001, the Board of
Directors of the Company approved a plan to shut down all
nonessential functions of the Company and to reduce all expenses
that were not absolutely essential to maintaining the Company as
a reporting entity until the Company is able to obtain some type
of cash infusion. Additionally, the Company began pursuing the
sale or license of its technology.  In carrying out this plan, the
Company entered into agreements and effected the transactions
described below.

     Pursuant to a  Redemption Agreement dated May 9, 2002 (the
"PPP Redemption Agreement") by and between the Company and People
to People Publishing, Inc., a Delaware corporation ("PPP")  and
an Assignment and Assumption Agreement dated May 9, 2002 between
the Company and PPP, the Company has agreed to redeem 4,085,000
shares of its common stock held of record by PPP in consideration
(i) for the assignment (the "Othnet Technology Assignment") by the
Company to PPP of the Company's current principal technology
consisting primarily of the Company's peer to peer file sharing
software, including without limitation, the technology with
respect to digital rights management technology which is subject
of the Company's patent application (the "Othnet Technology"), and
(ii) a payment of $32,500.  Such amount was paid on May 9, 2002
(the "Initial Closing").  In connection with the Othnet Technology
Assignment, PPP has agreed to assume all liabilities or
obligations in connection with the Othnet Technology whether such
liabilities were incurred prior to or after the date of the
assignment, except with respect to legal fees or other trade
creditor debt associated with the development of the Othnet
Technology.

     PPP is a corporation formed in January 2002 by Christopher
J. Pearson and certain other former stockholders of the Company
(the "PPP Founders") to effect the transactions contemplated by
the PPP Redemption Agreement and the Othnet Technology Assignment.
Subsequent to the formation of PPP and prior to May 9, 2002, each
of the PPP Founders transferred the shares each of them then owned
in the

<PAGE>

Company to PPP.  As a result, PPP became the owner of
4,085,000 shares of common stock of the Company.  Prior to May 9,
2002, Christopher J. Pearson was the Vice President and a director
of the Company.

     The Othnet Technology Assignment is subject to the Company
obtaining shareholder approval (the "Shareholder Approval").  In
the event Shareholder Approval is not obtained, the Othnet
Technology Agreement and the obligations thereunder shall
terminate.  In addition, pending such approval, all of the
foregoing 4,085,000 shares being redeemed are to be held in escrow
and will maintain voting rights although PPP has agreed to vote
all of the shares in favor of the Othnet Technology Assignment.

     In addition to the foregoing, the Company has  transferred
ownership of its web sites www.oth.net and www.othnet.com to Joel
Pearson, one of the PPP Founders and the father of Christopher J.
Pearson, in consideration for the assumption of all liabilities
associated with such sites.

     Change in Management

     In conjunction with the Initial Closing,  the Company
obtained the resignation of each of the then current officers
(Richard A. Barbari, Christopher J. Pearson, Robert Brown and
David M. Kaye) and each of its then current directors (Messrs.
Barbari, Pearson and Brown), and Jeffrey Wattenberg was elected
sole director of the Company.  Mr. Wattenberg has also been
elected President and Secretary of the Company.  The Company
currently has no other officers.

     In December 2001, Richard A. Barbari (the Company's then
Chief Executive Officer and Chairman of the Board) had entered
into an Agreement for Separation and Release (the "Barbari
Separation Agreement") with the Company whereby Mr. Barbari agreed
that upon the occurrence of certain events he would resign as an
officer and director of the Company and have 400,000 shares of
common stock of the Company owned by him redeemed by the Company
in consideration for the payment by the Company of certain funds
Mr. Barbari had advanced on behalf of the Company or debt Mr.
Barbari had guaranteed, as well as the transfer to Mr. Barbari of
an automobile registered in the Company's name.
Contemporaneously with the Initial Closing, Mr. Barbari resigned
as an officer and director, Mr. Barbari and the Company executed
a Redemption Agreement with respect to such 400,000 shares and the
other transactions described above as contemplated by Barbari
Separation Agreement were completed.

     In connection with the Initial Closing, Christopher J.
Pearson and the Company also entered into an Agreement for
Separation and Release whereby among other things the parties
agreed to terminate the employment agreement between them and  Mr.
Pearson agreed to resign as an officer and director.


Item 3.   Controls and Procedures.

     The Company's Chief Executive Officer and Principal
Financial Officer has evaluated the effectiveness of the Company's
disclosure controls and procedures (as such term is defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) as of a date within 90
days prior to the filing date of this quarterly report. Based on
such evaluation, such officer has concluded that the Company's
disclosure controls and procedures are effective in alerting him
on a timely basis to material information relating to the Company
(including its consolidated subsidiaries) required to be included
in the Company's periodic filings under the Exchange Act. There
have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect such
controls subsequent to the date of this evaluation.

<PAGE>

       PART II  -  OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities.

          On January 31, 2003, the Company agreed to settle
          $138,653 of accounts payable owed to a creditor
          for 200,000 shares of common stock and an
          unsecured $30,000 promissory note payable, bearing
          10% interest, maturing on March 31, 2003.  All of
          such shares issued by the Company were issued in
          reliance upon the exemption from registration
          pursuant to Section 4(2) of the Securities Act of
          1933, as amended, for "transactions by the issuer
          not involving any public offering".

Item 3.   Defaults 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.

          99.1 Certification pursuant to U.S.C. Section
               1350, as adopted pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002

          (b)  Reports on Form 8-K.

          Listed below are reports on Form 8-K filed during
          the quarter for which this report is filed:

          None.

<PAGE>

                 SIGNATURES


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



                           OTHNET, INC.
                           (Registrant)



Dated:    March 14, 2003   By: /s/ Jeffrey Wattenberg
                              Jeffrey Wattenberg,
                              President, Chief Executive
                              Officer and Secretary (Principal
                              Executive Officer and Principal
                              Accounting and Financial Officer)

<PAGE>

               CERTIFICATIONS

I, Jeffrey Wattenberg, certify that:

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

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

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

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

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

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

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

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

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

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

6.   The registrant's other certifying officers and I have
     indicted 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 14, 2003      By:  /s/ Jeffrey Wattenberg
                                   Jeffrey Wattenberg,
                                   President and Chief
                                   Executive Officer

<PAGE>

I, Jeffrey Wattenberg, certify that:

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

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

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

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

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

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

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

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

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

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

6.   The registrant's other certifying officers and I have
     indicted 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 14, 2003      By:  /s/ Jeffrey Wattenberg
                                  Jeffrey Wattenberg,
                                  Principal Financial Officer