SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 March 31, 2003

                                       OR

    ____ 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 0-32513


                                   ICOA, INC.
             (Exact name of Registrant as Specified in Its Charter)

         Nevada                                        87-0403239
(State or Other Jurisdiction of             (IRS Employer Identification No.)
  Incorporation or Organization)

                  111 Airport Road, Warwick, Rhode Island 02889
                  ---------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

        Registrant's Telephone Number, Including Area Code: 401-739-9205
                                                            ------------

   -------------------------------------------------------------------------
   Former Name, Former Address and Former Fiscal Year, if Changed Since Last
   Report.

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

       Indicate by check mark whether the registrant has filed all documents and
       reports required to be filed by Section 12, 13 or 15(d) of the Securities
       Exchange Act of 1934 subsequent to the distribution of securities under a
       plan confirmed by a court.
       Yes      X    No __
             -------



The  number  of  shares  of  common  stock  outstanding  as of May 19,  2003 was
98,965,445


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.       Unaudited Consolidated Balance Sheet at March 31, 2003

              Unaudited Consolidated Statements of Operations for the three
              months ended March 31, 2003 and 2002

              Unaudited Consolidated Statements of Cash Flows for the three
              months ended March 31, 2003 and 2002

              Notes to the Unaudited Consolidated Financial Statements

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

Item 3.       Controls and Procedures

PART II - OTHER INFORMATION

Item 6.        Exhibit 99.1
               Exhibit 99.2

SIGNATURES


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2003
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                                      $           3,107
                                                                ----------------
       TOTAL CURRENT ASSETS                                               3,107

EQUIPMENT, net                                                          843,147

OTHER ASSETS:
    Deferred finance costs                                               24,986
    Deposits                                                                505
                                                                ----------------
       TOTAL OTHER ASSETS                                                25,491
                                                                ----------------

                                                              $         871,745
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                     $       1,290,921
    Convertible debentures, in default                                1,244,445
    Notes payable                                                       730,384
    Due to equipment vendor, in default                               1,358,870
                                                                ----------------
       TOTAL CURRENT LIABILITIES                                      4,624,620


STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value;
     authorized shares - 150,000,000 shares;
     97,465,445 shares issued and outstanding                             9,747
    Additional paid-in capital                                        5,850,494
    Accumulated deficit                                              (9,613,116)
                                                                ----------------
       TOTAL STOCKHOLDERS' DEFICIT                                   (3,752,875)
                                                                ----------------

                                                              $         871,745
                                                                ================





                 See notes to consolidated financial statements


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                    Three Months Ended March 31,
                                          -----------------------------------------------
                                                    2003                     2002
                                          -----------------------    --------------------

<S>                                      <C>                        <C>
REVENUES                                 $             38,723       $          43,914

COST OF SERVICES                                      101,049                 113,321
                                          -----------------------    --------------------

GROSS MARGIN                                          (62,326)                (69,407)

OPERATING EXPENSES:
 Selling, general and administrative                  152,088                 139,119
 Depreciation                                           1,667                   1,667
                                         -----------------------    --------------------
         TOTAL OPERATING EXPENSES                     153,755                 140,786
                                         -----------------------    --------------------

OPERATING LOSS                                       (216,081)               (210,193)

INTEREST EXPENSE                                     (114,160)               (100,700)
                                         -----------------------    --------------------

NET LOSS                                $            (330,241)      $        (310,893)
                                         =======================    ====================

BASIC AND DILUTED NET LOSS PER SHARE    $             (0.003)       $         (0.005)
                                         =======================    ====================

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING

 Basic and Diluted                                 96,965,445              66,285,969
                                          =======================    ====================

</TABLE>



                 See notes to consolidated financial statements


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                 For the Three Months Ended March 31,
                                                                               ---------------------------------------
                                                                                      2003                   2002
                                                                               --------------------   ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>                        <C>
 Net loss                                                                $            (330,241)     $       (310,893)
                                                                               --------------------   ----------------
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation                                                                         62,873                62,872
   Depreciation of equipment                                                             1,667                 1,667
   Amortization of deferred financing cost                                              24,986                24,986
   Non-cash interest due equipment vendor                                               33,678                     -
  Changes in assets and liabilities:
   Increase in accounts receivable                                                          -               (10,000)
   Other assets                                                                          3,947                 2,900
   Increase in accrued expenses                                                         95,977               146,158
                                                                               --------------------   ----------------
     Net cash used in operating activities                                            (107,113)              (82,310)
                                                                               --------------------   ----------------

CASH USED IN INVESTING ACTIVITIES                                                            -                     -
                                                                               --------------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from convertible debentures                                                        -                 5,239
 Proceeds from notes                                                                   105,429                60,028
                                                                               --------------------   ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                              105,429                65,267
                                                                               --------------------   ----------------

DECREASE IN CASH                                                                        (1,684)              (17,043)

CASH - BEGINNING OF PERIOD                                                               4,791                20,467
                                                                               --------------------   ----------------

CASH - END OF PERIOD                                                         $           3,107  $              3,424
                                                                               ====================   ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  No cash payments were made for income taxes
  or interest during each of the above periods

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Conversion of debentures and interest into stock                           $           1,645  $             11,505
                                                                               ====================   ===================

</TABLE>

              See notes to consolidated financial statements

<PAGE>


                            ICOA, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Interim Financial Statement Presentation

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim information. Accordingly, they do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements. The results of operations
         for the interim periods shown in this report are not necessarily
         indicative of expected results for any future interim period or for the
         entire fiscal year. ICOA, Inc. and Subsidiary (the "Company"), believe
         that the quarterly information presented includes all adjustments
         (consisting only of normal, recurring adjustments) necessary for a fair
         presentation in accordance with generally accepted accounting
         principles. The accompanying consolidated financial statements should
         be read in conjunction with the Company's Form 10-KSB as filed with the
         Securities and Exchange Commission for the year ended December 31,
         2002.

Note 2--Convertible Debentures

         During the quarter ended March 31, 2003, the Company converted $1,425
         principal amount and $225 of accrued interest into 1,500,000 shares of
         the Company's common stock.

Note 3 --Notes Payable

         In January 2003, the company borrowed $45,000 on short term notes from
         several individuals. The notes carry between 12% and 24% interest and
         are repayable on demand after 90 days.

         In February 2003, the company borrowed $50,000 on a short term note
         from an individual. The note carries 25% interest and is repayable in
         90 days, and includes a warrant to purchase 1,000,000 shares of common
         stock at a price or $0.002 per share.

         In March 2003, the company borrowed $16,429 on a short term note from
         an officer. The note carries 18% interest and is payable on demand.

Note 4 --Subsequent Events

         As previously disclosed in the Company's Quarterly Report on Form10QSB
         for the nine months ended September 30, 2002, in October 2002 the
         company received a letter from SchlumbergerSema demanding settlement of
         the outstanding equipment loan at a discounted price. The company has
         made a settlement offer to Schlumberger, and negotiations are
         continuing as to the timing and structure of this settlement. If the
         company is unable to meet the terms demanded or renegotiate the
         settlement, it is likely the balance will become the subject of
         collection activity with a negative impact on current business and
         revenue.

<PAGE>

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

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO OF THE COMPANY, CONTAINED ELSEWHERE IN
THE FORM 10-QSB.

ICOA, Inc. has deployed an Internet pay phone terminal network. The first
terminals were deployed during the second quarter of 2001 in San Francisco
International Airport. An additional 50 terminals are expected to be installed
in Los Angeles International Airport during 2003. This installation, originally
planned for the third or fourth quarter of 2001, was delayed due to the loss of
the lease financing.

Ongoing since late in the third quarter of 2002, the company has modified its
business plan to become a provider of wired and wireless Internet (Wi-Fi)
connections to people on the go in airports and hotels. The addition of Wi-Fi is
significantly improving the company's plans to secure new locations, and add
services with new revenue streams. To this end, the Company during the first
quarter secured a five (5) year contract with a five (5) year renewal option
subject to performance, to provide high speed Internet access connectivity with
kiosks and Wi-Fi in the Baton Rouge, LA Airport. Installation should begin in
the late second quarter or early third quarter of 2003.

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 3 to
the audited consolidated financial statements included in the Company's Annual
Report on Form10-KSB for the year ended December 31, 2002. Management believes
that the application of these policies on a consistent basis enables the Company
to provide useful and reliable financial information about the company's
operating results and financial condition.

Results of operations

Three months ended March 31, 2003 as compared to the three months ended March
31, 2002

Revenue

The Company's principal source of revenue is derived from the ownership and
operation of Internet pay phone terminals. The first of these terminals were
activated in San Francisco International Airport in the Second Quarter of 2001.
The Company generated $38,723 in revenue for the three months ended March 31,
2003 versus $43,914 in revenue for the three months ended March 31, 2002. The
revenue generated was from Telecommunications services such as Phone, Internet,
E-mail, advertising, and license fees.

Revenue (for the three months ended March 31, 2003)
            Service Revenue from Terminals                    $     38,723
                                                                   ========

Cost  of Services (for the three months ended March 31, 2003) Cost of Services
      consists primarily of:
            Telecommunications Costs                     $   19,356
            Depreciation                                     62,872
            Co-Location and Hosting Services                 13,575
            Maintenance Fees                                  5,246
                                                           ----------
                                    Total                $  101,049
                                                           ==========

The Gross Profit for the three months ended March 31, 2003 was negative due to
the continued delay in installing terminals in Los Angeles International
Airport. We continue to incur the cost of carrying the excess capacity built
into our Network Operations Center which is capable of managing a larger
network. We expect that as additional terminals are deployed that the gross
profit will become positive. The gross profit for the first quarter ended March
31, 2003 improved by about 10% over last years first quarter. This improvement
is the result of a reduction of fixed telecommunications costs associated with
the delayed installation in Los Angeles International Airport. Subtracting
depreciation costs from the Cost of Services, the Gross Margin for the three
months ended March 31, 2003 was $546 versus a loss of $6,535 for the three
months ended March 31, 2002.


<PAGE>

Selling, general and administrative expenses

General and administrative expenses consist primarily of:
Employee compensation and related expenses; including payroll taxes and benefits
for executive, administrative and operations personnel, professional fees
associated with deployment of our Internet Pay Phone Terminals, professional
fees associated with the development and creation of marketing materials in
pursuit of advertising contracts, commissions associated with initial
procurement of airport locations, travel and entertainment, and facility and
office-related costs such as rent, insurance, maintenance and telephone.

These costs increased 9.3% from $139,119 for the three months ended March 31,
2002 to $152,088 for the three months ended March 31, 2003. This increase is due
to increased advertising and consulting fees associated with the Company's
re-positioning of its business model to pursue high speed wireless Internet
(Wi-Fi) opportunities. Management expects general and administrative expenses in
future periods to run at increased levels over the current year in support of
the growth of the business.

Depreciation Expense

Depreciation expense of $62,872 for the three months ended March 31, 2002
remained the same as the three months ended March 31, 2003.

Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable, and the beneficial conversion feature on the convertible notes.
Interest expense increased from $100,700 for the three months ended March 31,
2002 to $114,160 for the three months ended March 31, 2003. The increase is
attributable to higher interest rates on "bridge loans" used to cover the short
term cash needs of the Company.

Net Loss

For the three months ended March 31, 2003, the Company had a loss of $330,241 as
compared to a loss of $310,893 for the three months ended March 31, 2002. The
increased loss is mainly due to the increase of interest expense associated with
bridge loans, and increased selling, general and administrative expenses.

Income Taxes

No provision for federal and state income taxes has been recorded as the Company
incurred net operating losses since January 1, 1998 (Inception). The net
operating losses will be available to offset any future taxable income. Given
the Company's limited operating history, losses incurred to date and the
difficulty in accurately forecasting future results, management does not believe
that the realization of the potential future benefits of these carry forwards
meets the criteria for recognition of a deferred tax asset required by generally
accepted accounting principles. Accordingly, a full 100% valuation allowance has
been provided.

<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $3,107 at March 31, 2003. Net cash used in
operating activities of $107,113, was derived from the net loss offset by
depreciation of equipment, furniture and fixtures, amortization of deferred
finance costs, non-cash interest due the equipment vendor, and an increase in
accrued expenses.

For the three months ended March 31, 2003 the Company had a working capital
deficit of $4,621,513. There were no capital expenditures during the quarter.

During January 2003, the Company raised an aggregate of $45,000 (net of
expenses) from the private placement of a short term note.

During February 2002, the Company raised an aggregate of $50,000 (net of
expenses) from the private placement of a short term note and from an officer.

During March 2002, the Company raised an aggregate of $16,429 (net of expenses)
from an officer.

On July 25, 2001, the Company received notice from World Capital, Inc. (Lessor),
that they had decided not to fund the previously announced $1,600,000 equipment
lease to finance 125 WebCenter3000(TM) terminal installations at San Francisco
and Los Angeles International Airports. The Company has notified World Capital
they are in violation of the equipment lease, and is aggressively pursuing legal
action against both World Capital and the bank, which they represented as
providing their credit facility. In December 2002, the suit was amended to
include criminal fraud charges against the principals of World Capital, Inc. We
cannot accurately predict the outcome of any potential legal action or other
attempt to resolve the dispute; however, we are seeking other potential sources
of funding for the installation of our equipment.

During the first quarter, the investors in the convertible debentures converted
approximately $1,650 of notes and accrued interest, and received approximately
1.5 million shares.

The investors have provided a Waiver of Default, extending the filing deadline
to May 30, 2003 for the SB-2 required under the July 26, 2001 Convertible
Debenture.

The Company has satisfied its cash requirements to date primarily through
private placements of common stock, warrants, debentures convertible into shares
of common stock and the issuance of common stock in lieu of payment for
services. Also, officers have at times loaned the Company funds to provide
working capital.

We need to raise a minimum of $1,200,000 through public or private debt or sale
of equity to produce additional working terminals, to continue expanding our
communications services, voice, facsimile, data and electronic publishing
network and the service operation center, and to develop and implement
additional contracts at airports, hotels and retail locations in order to
continue placing our terminals in strategic positions. Such financing may not be
available when needed. Even if such financing is available, it may be on terms
that are materially adverse to your interests with respect to dilution of book
value, dividend preferences, liquidation preferences, or other terms. If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain product and service development programs. In
addition, such inability to obtain financing on reasonable terms could have a
material adverse effect on our business, operating results, or financial
condition.

The report of our independent auditors on our financial statements for the years
ended December 31, 2002 and 2001 contains an explanatory paragraph, which
indicates that we have incurred losses and have a working capital deficiency.
This report raises substantial doubt about our ability to continue as a going
concern. This report is not viewed favorably by analysts or investors and may
make it more difficult for us to raise additional debt or equity financing
needed to run our business.

<PAGE>

Subsequent Events

In October 2002, the company received a letter from SchlumbergerSema demanding
settlement of the outstanding equipment loan at a discounted price. The company
is in negotiations with SchlumbergerSema as to the timing and amount of this
settlement. If the company is unable to meet the terms demanded or renegotiate
the settlement, it is likely the balance will become the subject of collection
activity with a negative impact on current business opportunities.

Late in the first quarter of 2003, the SARS (Severe Acute Respiratory Syndrome)
virus impacted travel to the United States from Asia and the Pacific Rim. The
subsequent reduction in travel through San Francisco International Airport has
had a negative impact on the Company's revenue. Gross receipts were initially
off by approximately 20% and appear to be rebounding as the crisis passes and
more normal travel schedules resume.

Item 3. - Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chairman and Chief Executive Officer and
Treasurer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c). Based upon that evaluation, the Company's Chairman and Chief
Executive Officer and Treasurer, concluded that the Company's disclosure
controls and procedures are effective in enabling the Company to record,
process, summarize and report information required to be included in the
Company's periodic SEC filings within the required time period.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Forward-looking statements in this report may prove to be materially inaccurate.
In addition to historical information, this report contains forward-looking
information that involves risks and uncertainties. The words "may", "will",
"expect", "anticipate", "continue", "estimate", "project", "intend" and similar
expressions are intended to identify forward-looking statements. Actual results
may differ materially from those included within the forward-looking statements
as a result of factors, including the risks described above and factors
described elsewhere in this report.


<PAGE>


                           PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits

                           Exhibit  99.1
                           Exhibit  99.2

                  b) Reports on Form 8-K

                           None


<PAGE>



                                   SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of
       1934, the registrant has duly caused this report to be signed on its
       behalf by the undersigned duly authorized.

       Date:  May 20, 2003
                                                     ICOA, INC.

                                                /s/  Erwin Vahlsing, Jr.
                                                     -----------------------
                                                     Erwin Vahlsing, Jr.
                                                     Chief Financial Officer


<PAGE>


                                  CERTIFICATION
              Pursuant to Section 302 of Sarbanes Oxley Act of 2002

I, George Strouthopoulos, certify that:

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

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

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

4.   The registrant's other certifying officer and I (herein the "Certifying
     Officers") are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange rules 13a-14 and 15d-14)
     for the registrant and we have:

          a) designed such internal controls to ensure that material information
          relating to the registrant,  including its  consolidated  subsidiaries
          (collectively the "company),  is made known to the Certifying Officers
          by others within the Company,  particularly during the period in which
          this quarterly report is being prepared;

          b) evaluated the  effectiveness of the registrant's  internal controls
          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 the conclusion of the Certifying
          Officers  about  the  effectiveness  of the  disclosure  controls  and
          procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's Certifying Officers have disclosed, based on our most
     recent evaluation, to the registrant's auditors and the audit committee of
     the registrant's board of directors:

          a) all significant deficiencies (if any) 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
          controls; and

6.   The registrant's Certifying Officers have indicated in this quarterly
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: May 20, 2003

/s/    George Strouthopoulos
       ----------------------
       George Strouthopoulos
       Chairman and Chief Executive Officer

<PAGE>

                                  CERTIFICATION
              Pursuant to Section 302 of Sarbanes Oxley Act of 2002

I, Erwin Vahlsing, Jr., certify that:

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

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

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

4.   The registrant's other certifying officer and I (herein the "Certifying
     Officers") are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange rules 13a-14 and 15d-14)
     for the registrant and we have:

          a) designed such internal controls to ensure that material information
          relating to the registrant,  including its  consolidated  subsidiaries
          (collectively the "company),  is made known to the Certifying Officers
          by others within the Company,  particularly during the period in which
          this quarterly report is being prepared;

          b) evaluated the  effectiveness of the registrant's  internal controls
          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 the conclusion of the Certifying
          Officers  about  the  effectiveness  of the  disclosure  controls  and
          procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's Certifying Officers have disclosed, based on our most
     recent evaluation, to the registrant's auditors and the audit committee of
     the registrant's board of directors:

          d) all significant deficiencies (if any) 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

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

6.   The registrant's Certifying Officers have indicated in this quarterly
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: May 20, 2003

/s/    Erwin Vahlsing, Jr.
       ----------------------
       Erwin Vahlsing, Jr.
       Treasurer