UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON DC 20549

                                    FORM 10-QSB

                QUARTERLY REPORT PUSRUANT TO SECTION 13 OR 15 (d) THE
                             SECURITIES EXCHANGE ACT OF 1934

  For the Quarter Ending June 30, 2003  Commission File Number 21-16563-B

                                REII INCORPORATED
                        (Formerly Bap Acquisition Corp.)
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                       51-0373876
    -----------------------------                     ---------------------
   (State or other Jurisdiction of                    (IRS Employee Number)
   (Incorporation Or Organization)

           1051 FIFTH AVENUE NORTH, NAPLES, FLORIDA         34102
           ----------------------------------------       ----------
           (Address of Principal Executive Offices)       (Zip Code)

                                 (941) 261-3396
                         ------------------------------
                         (Regiatrant's Telephone Number
                              Including Area Code)


   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceeding 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
                 -----

   As of June 30, 2003 4,655,310 shares of common stock, $.001 par were
   outstanding.





<PAGE>


                        REII INCORPORATED AND SUBSIDIARY
                            (A DELAWARE CORPORATION)
                                 NAPLES, FLORIDA

                     --------------------------------------
                                FINANCIAL REPORTS
                                       AT
                                  JUNE 30, 2003
                     --------------------------------------



<PAGE>

REII INCORPORATED AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA




TABLE OF CONTENTS
---------------------------------------------------------------------------

Independent Accountants' Report                                         F-1

Consolidated Balance Sheets at June 30, 2003 (Unaudited)
  and December 31, 2002                                                 F-2

Consolidated Statements of Operations for the Three and Six Months
  Ended June 30, 2003 and 2002 (Unaudited)                              F-3

Consolidated Statements of Cash Flows for the Six Months
  Ended June 30, 2003 and 2002 (Unaudited)                              F-4

Notes to Consolidated Financial Statements                              F-5




<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
   and Stockholders
REII Incorporated and Subsidiary
(A Delaware Corporation)
Naples, Florida


         We have reviewed the accompanying consolidated balance sheet of REII
Incorporated and Subsidiary as of June 30, 2003, the related consolidated
statements of operations for the three and six months ended June 30, 2003 and
2002, and the consolidated statements of cash flows for the six months ended
June 30, 2003 and 2002. These consolidated financial statements are the
responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
the financial data and of making inquiries of persons responsible for financial
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

         Based on our review, we are not aware of any material modifications
that should be made to such consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of REII Incorporated and Subsidiary as of December 31, 2002 (presented
herein), and the related consolidated statements of changes in stockholders'
equity, operations, and cash flows for the year then ended (not presented
herein), and in our report dated February 21, 2003, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 2002
is fairly stated, in all material respects. No auditing procedures have been
performed subsequent to the date of our report.



/s/ Rotenberg & Co., LLP
------------------------
Rotenberg & Co., LLP
Rochester, New York
July 21, 2003





                                       F-1

<PAGE>

REII INCORPORATED AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------
                                                              (UNAUDITED)
                                                               JUNE 30,            DECEMBER 31,
                                                                 2003                 2002
------------------------------------------------------------------------------------------------
ASSETS
<S>                                                            <C>                   <C>
Revenue Producing Assets -
  Net of Accumulated Depreciation                              $ 541,258             $ 689,155
Cash and Cash Equivalents                                         31,696                22,058
Other Current Assets                                              13,858                10,028
Tenant Escrow Account                                             18,953                16,830
Office Property and Equipment -
  Net of Accumulated Depreciation                                  2,545                 2,826
------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                   $ 608,310             $ 740,897
------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Mortgages Payable - Banks                                      $ 279,909             $ 428,286
Mortgages Payable - Stockholder                                  127,282               176,959
Accounts Payable and Accrued Expenses                             18,679                11,975
Tenant Escrow Liability                                           18,953                16,830
Due to Stockholder                                                28,066                42,041
------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                472,889               676,091
------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common Stock: $.001 Par; 20,000,000 Shares
              Authorized, 4,655,310 Shares
              Issued and Outstanding                               4,655                 4,655

Additional Paid-In Capital                                       336,381               336,381
Deficit                                                         (205,615)             (276,230)
------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                       135,421                64,806
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 608,310             $ 740,897
------------------------------------------------------------------------------------------------
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       F-2

<PAGE>

REII INCORPORATED AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------
                                                                    Three Months                        Six Months
                                                                    Ended June 30,                     Ended June 30,
                                                                 2003            2002               2003            2002
-------------------------------------------------------------------------------------------------------------------------
REVENUES
<S>                                                         <C>             <C>                <C>             <C>
Rental Income                                               $  26,187       $  33,916          $  54,652       $  70,264
Management Services                                               170           8,225                693          10,912
Commissions                                                     6,450          13,650              6,450          13,650
-------------------------------------------------------------------------------------------------------------------------

TOTAL REVENUES                                                 32,807          55,791             61,795          94,826
-------------------------------------------------------------------------------------------------------------------------

EXPENSES
DIRECT EXPENSES
Depreciation                                                    7,938           7,968             17,654          16,501
Interest                                                        5,255           9,801             11,692          21,184
Real Estate Taxes and Insurance                                 8,621           7,286             16,418          14,824
Repairs and Maintenance                                         5,798           3,748              8,183           5,426
Other Direct Expenses                                           1,865           1,276              3,102           3,214
-------------------------------------------------------------------------------------------------------------------------

TOTAL DIRECT EXPENSES                                          29,477          30,079             57,049          61,149

GENERAL AND ADMINISTRATIVE EXPENSES                             9,423           8,493             19,590          17,800

BAD DEBTS EXPENSE                                               1,800           3,600              2,775           3,600
-------------------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                                 40,700          42,172             79,414          82,549
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE OTHER INCOME                              (7,893)         13,619            (17,619)         12,277

OTHER INCOME
Interest and Other Income                                          57              44                113              61
Gain on Sale of Revenue Producing Assets                           --           9,104             88,121           9,104
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR TAXES                       (7,836)         22,767             70,615          21,442

Provision for Taxes                                                --              --                 --              --
-------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS) FOR THE PERIOD                            $  (7,836)      $  22,767          $  70,615       $  21,442
-------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                        4,655,310       4,655,310          4,655,310       4,655,310

INCOME (LOSS) PER COMMON SHARE -
  BASIC AND DILUTED                                         $   (0.00)       $   0.00           $   0.02        $   0.00
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       F-3

<PAGE>


REII INCORPORATED AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------------------------------------

Six Months Ended June 30,                                                   2003                2002
------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME FOR THE PERIOD                                               $ 70,615            $ 21,442

ADJUSTMENTS TO RECONCILE NET INCOME FOR THE
  PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Bad Debts Expense                                                          2,775               3,600
Depreciation                                                              18,241              16,972
Gain on Sale of Revenue Producing Assets                                 (88,121)             (9,104)

CHANGES IN ASSETS AND LIABILITIES:
Other Current Assets                                                      (6,605)             (6,382)
Accounts Payable and Accrued Expenses                                      6,704               4,434
------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                   3,609              30,962
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Office Equipment                                             (306)                 --
Improvements to Income Producing Properties                               (4,913)             (1,133)
Proceeds from Sale of Revenue Producing Assets                           123,822                  --
------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                                 118,603              (1,133)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Mortgages                                                   (98,599)             (2,906)
Change in Due to Stockholder                                             (13,975)             (1,086)
------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                (112,574)             (3,992)
------------------------------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                                    9,638              25,837

Cash and Cash Equivalents - Beginning of Period                           22,058              10,742
------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                               $ 31,696            $ 36,579
------------------------------------------------------------------------------------------------------

SUPPLEMENTARY DISCLOSURES
------------------------------------------------------------------------------------------------------

Interest Paid                                                           $ 11,695            $ 21,033
Income Taxes Paid                                                          $  --                $ --
------------------------------------------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING ACTIVITIES
------------------------------------------------------------------------------------------------------

DISPOSAL OF REVENUE PRODUCING ASSETS:
Reduction of Bank Mortgage Financing                                    $ 99,455                $ --
Net Book Value of Disposed Revenue Producing Assets                    $ 135,156                $ --
------------------------------------------------------------------------------------------------------
</TABLE>





                                       F-4
<PAGE>


REII INCORPORATED AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE A -   BASIS OF PRESENTATION

          The condensed consolidated financial statements of REII Incorporated
          and Subsidiary (the "Company") included herein have been prepared by
          the Company, without audit, pursuant to the rules and regulations of
          the Securities and Exchange Commission (the "SEC"). Certain
          information and footnote disclosures normally included in financial
          statements prepared in conjunction with generally accepted accounting
          principles have been condensed or omitted pursuant to such rules and
          regulations, although the Company believes that the disclosures are
          adequate to make the information presented not misleading. These
          condensed financial statements should be read in conjunction with the
          annual audited financial statements and the notes thereto included in
          the Company's annual report on Form 10-KSB.

          The accompanying unaudited interim financial statements reflect all
          adjustments of a normal and recurring nature which are, in the opinion
          of management, necessary to present fairly the financial position,
          results of operations and cash flows of the Company for the interim
          periods presented. The results of operations for these periods are not
          necessarily comparable to, or indicative of, results of any other
          interim period or for the fiscal year as a whole. Factors that affect
          the comparability of financial data from year to year and for
          comparable interim periods include the acquisition or disposal of
          income producing properties, mortgage refinancing, and general and
          administrative costs required to meet SEC reporting obligations.
          Certain financial information that is not required for interim
          financial reporting purposes has been omitted.

          RECLASSIFICATIONS

          Certain amounts in the prior year financial statements have been
          reclassified to conform with the current year presentation.

NOTE B -   PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the accounts of the
          Company and its wholly owned subsidiary, Ricketts Enterprises
          International, Inc. ("REI"). All significant intercompany balances and
          transactions have been eliminated in consolidation.

NOTE C -  OTHER MATTERS
          DISPOSAL OF REVENUE PRODUCING ASSETS

          In January 2003, the Company sold one residential property to an
          independent third party. The gain on sale of revenue producing assets
          of $88,121 is reported in the other income component of continuing
          operations in the consolidated statement of operations.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

REVENUE SOURCES

The Company generates revenue primarily from the rental of residential property,
representing approximately 95% of total revenues, and real estate management
services, representing approximately 5% of total revenues.

FINANCIAL CONDITION AND LIQUIDITY

The Company's source of working capital is from rental operating activities and
prior capital contributions from stockholders. The Company has not borrowed any
moneys from financial institutions for working capital needs. All debts of the
Company are first mortgages on income producing properties.

Net cash provided by operating activities for the six month periods ended June
30, 2003 and 2002 was $3,609 and $30,962, respectively. The decrease in 2003 is
primarily due to the decrease in rental payments received from the sale of a
profitable rental property, the decrease in commissions received, and the timing
of payments of current liabilities and expenses.

MARKET RISK AND CONTINGENT LIABILITIES

The Company is exposed to financial market risk due to changes in interest
rates. The Company does not engage in speculative or leveraging transactions,
nor does it hold or issue financial instruments for trading purposes.

The nature and amount of the Company's debt may vary as a result of future
business requirements, market conditions and other factors. Currently, all of
the Company's debts are first mortgages, collateralized by the respective income
producing properties. Fluctuations in interest rates may affect the fair value
of the Company's debt. At June 30, 2003, the carrying value of long-term debt,
including the current portion, approximated fair value based upon current market
rates for the same or similar debt issues.

Management of the Company believes that there are no commitments, uncertainties,
or contingent liabilities that will have a materially adverse effect on the
consolidated financial position or operations of the Company and is of the
opinion that inflation has not and will not have a material effect on
operations.



<PAGE>

CAPITAL EXPENDITURES, DISPOSITIONS AND FINANCING REQUIREMENTS

There were no real property acquisitions during the six month periods ended June
30, 2003 and 2002.

In January 2003, the Company sold one revenue producing property to an
independent third party. The Company recorded a gain on the disposal of the
asset in the six month period ended June 30, 2003 of $88,121.

Capital expenditures for improvements to income producing properties during the
six month periods ended June 30, 2003 and 2002 totaled $4,913 and $1,133,
respectively.

Capital expenditures for office equipment additions during the six month periods
ended June 30, 2003 and 2002 totaled $306 and $-0-, respectively.

Net cash provided by investing activities for the six month periods ended June
30, 2003 and 2002 was positive $118,603 and negative $1,133, respectively. The
fluctuation is primarily due to the proceeds from the sale of revenue producing
assets in 2003.

Net cash used in financing activities for the six month periods ended June 30,
2003 and 2002 was $112,574 and $3,992, respectively. The increase in 2003 is
primarily due to the sale of revenue producing assets.



<PAGE>

THREE MONTHS ENDED JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2002

NET INCOME (LOSS)
The Company reported a net loss of $7,836 for the three months ended June 30,
2003, compared to net income of $22,767 for the three months ended June 30,
2002. The fluctuation is due to the sale of revenue producing assets in 2002.

REVENUES
Total revenues for the three months ended June 30, 2003 decreased by $22,984
(41.2%) to $32,807 from $55,791 for the three months ended June 30, 2002. The
decrease was due primarily to a reduction in rental income due to the disposal
of revenue producing assets.

DIRECT EXPENSES
Direct expenses for the three months ended June 30, 2003 decreased by $602
(2.0%) to $29,477 from $30,079 for the three months ended June 30, 2002. There
was a decrease in interest expense due to the mortgage payoff from the sale of
the rental property and due to the overall decrease in the bank mortgages'
variable interest rates. There was an increase in repairs and maintenance
expense, primarily in preparation for the sale of the rental property.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the three months ended June 30, 2003
increased by $930 (10.9%) to $9,423 from $8,493 for the three months ended June
30, 2002. The increase was due primarily to the increase in professional fees to
meet SEC reporting requirements.

BAD DEBT EXPENSE
The Company recorded $1,800 in bad debt expense for the three months ended June
30, 2003, compared to $3,600 in bad debt expense for the three months ended June
30, 2002. The expense in both years was due to the write-off of uncollectible
rental income receivables.

OTHER INCOME
Other income decreased by $9,091 (99.4%) from $9,148 for the three months ended
June 30, 2002 to $57 for the three months ended June 30, 2003. The Company
reported a gain on sale of revenue producing assets in the amount of $9,104 in
2003. The remaining other income for both years consisted of interest income.

INCOME TAXES
There was no provision for income taxes for the three months ended June 30, 2003
and 2002 because the Company had sufficient net operating loss carryforwards to
offset its net income. The Company has set-up a valuation allowance to reserve
against its deferred tax assets arising from net operating loss carryforwards.
The Company has fully reserved for its deferred tax assets for the periods
presented, therefore, there are no material deferred tax asset balances.


<PAGE>



SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2002

NET INCOME (LOSS)
The Company reported net income of $70,615 for the six months ended June 30,
2003, compared to net income of $21,442 for the six months ended June 30, 2002.
The fluctuation is due to the sale of revenue producing assets in 2003.

REVENUES
Total revenues for the six months ended June 30, 2003 decreased by $33,031
(34.8%) to $61,795 from $94,826 for the six months ended June 30, 2002. The
decrease was due primarily to a reduction in rental income due to the disposal
of revenue producing assets.

DIRECT EXPENSES
Direct expenses for the six months ended June 30, 2003 decreased by $4,100
(6.7%) to $57,049 from $61,149 for the six months ended June 30, 2002. The
decrease was due primarily to the decrease in interest expense due to the
overall decrease in the bank mortgages' variable interest rates and mortgages
that were paid in full from the sale of revenue producing assets.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the six months ended June 30, 2003
increased by $1,790 (10.1%) to $19,590 from $17,800 for the six months ended
June 30, 2002. The increase was due primarily to the increase in professional
fees to meet SEC reporting requirements.

BAD DEBT EXPENSE
The Company recorded $2,775 in bad debt expense for the six months ended June
30, 2003, compared to $3,600 in bad debt expense for the six months ended June
30, 2002. The expense in both years was due to the write-off of uncollectible
rental income receivables.

OTHER INCOME
The Company reported $113 in interest income and $88,121 gain on sale of revenue
producing assets for the six months ended June 30, 2003, compared to $61 in
interest income and $9,104 gain on the sale of revenue producing assets for the
six months ended June 30, 2002.

INCOME TAXES
There was no provision for income taxes for the six months ended June 30, 2003
and 2002 because the Company had sufficient net operating loss carryforwards to
offset its net income. The Company has set-up a valuation allowance to reserve
against its deferred tax assets arising from net operating loss carryforwards.
The Company has fully reserved for its deferred tax assets for the periods
presented, therefore, there are no material deferred tax asset balances.


<PAGE>
                                     PART 11
ITEM 1

        Legal Proceedings

The Company is not presently a party to any litigation of any kind or nature
whatsoever, nor to the company's best knowledge and belief is any litigation
threatened or contemplated.

ITEM 2
        Change in Securities.
There has not been any material changes of the rights of holders of registered
securities, and working capital restrictions and other limitations on the
payment of dividends.

ITEM 3
        Defaults Upon Senior Securities.
There has not been any defaults on any senior Securities.

ITEM 4
        Submission of Matters to a vote of Security Holders. On December 30,
2002 the annual meeting of the Company was held at the Company's principal
office, at 1051-5th Avenue North in Naples Florida. Of the 4,655,310 shares
outstanding, 3,633,235 were represented in person and by proxy. The sole purpose
of the meeting was to re-elect the Officers and Directors.
The following officers and Directors were unanimously elected.

                                      F-8
<PAGE>

        Garfield Ricketts     Director/ Chairman/CEO
        Una M. Ricketts       Director/Secretary/Treasurer
        Karen Ricketts        Director

  There were no setlements or matters or solicitations under Rule 14a-11

  ITEM 5
         Other Matters

         None

  ITEM 6

        Exhibits and reports

            None






<PAGE>







                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized


                               REII INCORPORATED.

                      By  /s/ Garfield Ricketts. Chief Executive Officer
                             -------------------------------------------
                              Garfield Ricketts. Chief Executive Officer

                      By  /s/ Una Ricketts. Secretary / Treasurer
                             -------------------------------------------
                              Una Ricketts. Secretary / Treasurer


<PAGE>

                                  CERTIFICATION

         In connection with the Quarterly Report of REII Incorporated. (the
"Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Garfield Ricketts, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects the financial condition and results of the Company.


Date:  August 12, 2003 /s/ Garfield Ricketts President. Chief Executive Officer
                       --------------------------------------------------------
                       Garfield Ricketts, President. Chief Executive Officer


<PAGE>


                CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT

I, Garfield Ricketts, the Chief Executive Officer of REII Incorporated, certify
that:

1. I have reviewed this quarterly report on Form 10-QSB of REII Incorporated;

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. I am 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 me 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 my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;

5. I have disclosed, based on my 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. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  August 12, 2003          /s/ Garfield Ricketts- Chief Executive Officer
                                ----------------------------------------------
                                Garfield Ricketts Chief Executive Officer



<PAGE>