UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the quarter 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:                              001-12885

                        AVENUE ENTERTAINMENT GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Delaware                                         95-4622429
---------------------------                          ----------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization                          Identification No.)


11111 Santa Monica Blvd., Suite 525
Los Angeles, California                                   90025
--------------------------------------------         ----------------------
(Address of principal executive offices)                  (Zip Code)

                                 (310) 996-6815
              (Registrant's telephone number, including area code)

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 and 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 ______
         ---------

Number of shares outstanding of each of issuer's classes of common stock as of
May 14, 2003:



     Common Stock                     5,371,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


PART I.  FINANCIAL INFORMATION                                         Page No.
                                                                       --------

         Unaudited Consolidated Condensed Balance Sheet -
         March 31, 2003                                                   1

         Unaudited Consolidated Condensed Statements of Operations -
         Three Months Ended March 31, 2003 and 2002                       2

         Unaudited Consolidated Condensed Statements of Cash Flows -
         Three Months Ended March 31, 2003 and 2002                       3

         Unaudited Notes to Consolidated Condensed Financial Statements   5

         Management's Discussion and Analysis or Plan of Operation        8

         Controls and Procedures                                         11

PART II. OTHER INFORMATION

          Signatures                                                     12

          Statement By Principal Executive Officer Regarding Facts and
          Circumstances Relating to Exchange Act Filings                 13

          Statement By Principal Financial Officer Regarding Facts and
          Circumstances Relating to Exchange Act Filings                 15



<PAGE>







                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                 UNAUDITED Consolidated Condensed Balance Sheet


                                                                      March 31,
                                                                        2003
                                                                    (unaudited)
Assets

Cash                                                             $      98,207
Accounts receivable, net of allowance of $10,000                        79,824
Film costs, net                                                        330,209
Property and equipment, net                                             16,732
Goodwill, net of accumulated amortization of $2,049,200                221,172
Other assets                                                            17,257
                                                                    ----------
Total assets                                                     $     763,401
                                                                    ==========


Liabilities and Stockholders' Deficit

Accounts payable and accrued expenses                            $     487,060
Deferred income                                                        357,744
Deferred compensation                                                  948,579
Due to related party                                                   146,597
                                                                    ----------
Total liabilities                                                    1,939,980

Stockholders' deficit

Common stock, par value $.01 per share, $15,000,000 shares
        authorized, 5,371,030 shares issued and outstanding             53,710
Additional paid-in capital                                           7,172,839
Accumulated deficit                                                 (8,249,441)
Treasury stock, at cost                                                 (3,687)
Note receivable for common stock                                      (150,000)
                                                                    -----------
Total stockholders' deficit                                         (1,176,579)
                                                                    -----------
Total liabilities and stockholders' deficit                      $     763,401
                                                                    ==========


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        avenue entertainment group, Inc.

            UNAUDITED Consolidated CONDENSED StatementS of Operations


<TABLE>

<CAPTION>

                                                         Three months      Three months
                                                            ended              ended
                                                        March 31, 2003    March 31, 2002
                                                        --------------    --------------
                                                         (unaudited)        (unaudited)

<S>                                                     <C>                 <C>
Operating revenues                                      $   157,364         $  516,245
                                                        -----------         ----------


Cost and expenses:
  Film production costs                                      14,997             22,991
  Selling, general & administrative expenses                309,197            322,405
                                                      -------------        -----------
  Total costs and expenses                                  324,194            345,396
                                                      -------------        -----------

Income (loss) before income tax                            (166,830)           170,849

Income tax expense                                           20,729                460
                                                      -------------        -----------

Net income (loss)                                       $  (187,559)       $   170,389
                                                      ==============       ===========

Basic income (loss) per common stock                    $      (.03)       $     .03
                                                      ==============       ===========

Diluted income (loss) per common stock                  $      (.03)              .03
                                                      ==============       ===========


Weighted average common shares outstanding-basic           5,371,003          5,371,030

Weighted average common shares outstanding-diluted         5,371,003          5,371,030
                                                      ==============       ============



</TABLE>


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS




<TABLE>

<CAPTION>

                                                                          Three months        Three months
                                                                             ended               ended
                                                                           March 31,            March 31,
                                                                             2003                 2002
                                                                          -----------         ----------

(unaudited) (unaudited)

Cash flows from operating activities:
<S>                                                                       <C>                <C>
   Net profit (loss)                                                      $ (187,559)        $ 170,389
Adjustments to reconcile net loss to net cash (used for) provided by
    operating activities:
   Depreciation                                                                2,190             3,608
   Amortization - film production costs                                       13,556            16,986
   Amortization - goodwill                                                         0                 0
   Deferred compensation                                                      30,300            25,720
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                   (24,889)          175,164
       Film costs                                                            (23,571)           (7,068)
       Other assets                                                               (3)            1,042
       Accounts payable and accrued expenses                                 (25,632)         (161,328)
       Deferred income                                                       (44,401)           16,682
       Due to related party                                                        0                 0

           Net cash provided by (used for) operating activities             (260,009)          241,195

</TABLE>




   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>

<CAPTION>
                                                                                 Three months        Three months
                                                                                    ended               ended
                                                                                  March 31,           March 31,
                                                                                    2003             2002
                                                                                  -------------       ----------
                                                                                 (unaudited)          (unaudited)

Cash flows from financing activities:
     Issuance of common stock                                                 $     -            $          -

<S>                                                                                                     <C>
     Proceeds from (repayment of) loan payable                                      -                   (80,000)
                                                                                 -------          -----------

              Net cash provided by (used for) financing activities                      0              (80,000)

           Net increase (decrease) in cash                                       (260,009)             161,195

Cash at beginning of year                                                         358,216               72,729
                                                                                 --------          -----------

Cash at end of period                                                         $    98,207        $     233,924
                                                                                 =========          ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                                 $    -             $         674
                                                                                 ========          =============

     Income taxes                                                             $    20,729        $         460
                                                                                 ========         =============

</TABLE>





     See accompanying notes to consolidated condensed financial statements.




<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS





1.       Summary of significant accounting policies


The Company

        Avenue  Entertainment Group, Inc. (the "Company") is principally engaged
in the  development,  production and  distribution of feature films,  television
series, movies-for-television, mini-series and film star biographies.



         Generally, theatrical films are first distributed in the theatrical and
home video markets. Subsequently, theatrical films are made available for
worldwide television network exhibition or pay television, television
syndication and cable television. Generally, television films are first licensed
for network exhibition and foreign syndication or home video, and subsequently
for domestic syndication on cable television. The revenue cycle generally
extends 7 to 10 years on film and television product.


Basis of presentation

         The accompanying interim consolidated financial statements of the
Company are unaudited and have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended December 31, 2002. The Independent Auditor's
Report dated March 7, 2003 on the Company's consolidated financial statements
states that the Company has suffered losses from operations, has a working
capital deficiency and has an accumulated deficit that raises substantial doubt
about its ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that may result from the Company's
inability to continue as a going concern. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company at March 31, 2003, and the
results of its operations and its cash flows for the three months ended March
31, 2003 and 2002 have been included. The results of operations for the interim
period are not necessarily indicative of results which may be realized for the
full year.


<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)


Earnings (Loss) per Common Share

           The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings per Share", which established standards for computing
and presenting earnings per share (EPS). The statement simplifies the standards
for computing EPS, replaces the presentation of primary EPS with a presentation
of basic EPS and requires a dual presentation of basic and diluted EPS on the
face of the income statement. Basic EPS are based upon the weighted average
number of common shares outstanding during the period. Diluted EPS are based
upon the weighted average number of common shares if all dilutive potential
common shares had been outstanding.

           The following potential common shares have been excluded from the
computation of diluted net income (loss) per share for the three months ended
March 31, 2003 because the effect would have been anti-dilutive:

                                                                   March 31,
                                                                     2003
Options outstanding under the Company's stock option plan         2,235,000
Warrant issued in conjunction with a private placement              500,000

2.      Film costs

         Film costs consist of the following:
                                                                     March 31,
                                                                      2003

      In process or development                                    $ 145,989
      Released, net of accumulated amortization of $17,022,364       184,220
                                                                     -------
                                                                   $ 330,209
<PAGE>

3.     Property and Equipment

       The major classes of property and equipment consist of the following:

                                                 Useful               March 31,
                                                  life                  2003
       Machinery and equipment                  4 to 5 years          $ 232,599
       Furniture and fixtures                   10 years                 29,495
       Leasehold improvements                   3 to 4 years              3,267
                                                                     -----------
                                                                        265,361
       Less accumulated depreciation                                   (248,629)
                                                                      ---------
                                                                         16,732

       Depreciation expense was $2,190 and $3,608 for the three months ended
March 31, 2003 and 2002, respectively.

4.      Earnings (Loss) Per Share

         Earnings per share for the three months ended March 31, 2002 were as
follows:

         Basic
             Weighted-average of common shares outstanding          5,371,003
             Net income                                            $  170,389
             Net income per share                                  $     0.03

         Diluted
             Weighted-average of common shares outstanding          5,371,003
             Incremental shares assuming dilution                           0
                                                                   -----------

             Weighted-average diluted common shares outstanding      5,371,003
                                                                   ============

             Net income                                             $  170,389
             Net income per share                                   $     0.03

5.      Loan Payable

            On April 15, 2003 the Company entered into an unsecured loan for
           $250,000 at prime plus 1% with City National Bank. As of May 14, 2003
           no funds had been borrowed under the loan.

<PAGE>



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

         The following discussion and analysis should be read in conjunction
with the Company's consolidated condensed financial statements and related notes
thereto.

Critical Accounting Policies
         Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expense and disclosures at the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition, accounts receivables,
inventories and impairment of intangibles. We use authoritative pronouncements,
historical experience and other assumptions as the basis for making estimates.
Actual results could differ from those estimates. We believe that the following
critical accounting policies affect our more significant judgments and estimates
in the preparation of our consolidated financial statements.

        Revenue  Recognition.  The Company recognizes revenue in accordance with
the  provisions  of  Statement  of Financial  Accounting  Standards  No. 139 and
American  Institute of Certified Public  Accountants  Statement of Position 00-2
(collectively referred to as "SOP 00-2").

         Revenues from feature film distribution licensing agreements are
recognized on the date the completed film is delivered or becomes available for
delivery, is available for exploitation in the relevant media window purchased
by that customer or licensee and certain other conditions of sale have been met
pursuant to criteria set by SOP 00-2.

         Revenues from domestic television and video licensing contracts, which
provide for the receipt of non-refundable guaranteed amounts, are recognized
when the film is available for exhibition, provided that the other conditions of
sale required by SOP 00-2 have been met. Until all conditions of sale have been
met, amounts received on such licensing contracts are reflected in the
accompanying financial statements as deferred income. International sales and
other sales in the United States are recognized in the period in which payment
is received.

         The market trend of each film is regularly examined to determine the
estimated future revenues and corresponding lives. Due to the nature of the
industry, management's estimates of future revenues may change within the next
year and the change could be material.

         Revenues from producer-for-hire contracts are recognized on a
percentage-of-completion method, measured by the percentage of costs completed
to date to estimated total cost for each contract. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.


<PAGE>

Film Costs. The Company capitalizes costs incurred to produce a film project,
including the interest expense funded under the production loans. Such costs
also include the actual direct costs of production and production overhead.
These costs are amortized each period on an individual film program basis in the
ratio that the current period's gross revenues from all sources for the program
bear to management's estimate of anticipated total gross revenues for such film
or program from all sources. Revenue estimates are reviewed periodically and
adjusted where appropriate and the impact of such adjustments could be material.

         Film property costs are stated at the lower of unamortized cost or
estimated net realizable value. Losses which may arise because unamortized costs
of individual films exceed anticipated revenues are charged to operations
through additional amortization.

         Advertising costs for theatrical and television product are expensed as
incurred. Revenue associated with the home video market is recognized upon
availability to customers (street date).

Liquidity and Capital Resources

         At March 31, 2003, the Company had approximately $98,000 of cash.
Revenues were insufficient to cover costs of operations for the quarter ended
March 31, 2003. The Company has a working capital deficiency and has an
accumulated deficit of $8,249,441 through March 31, 2003. The Company's
continuation as a going concern is dependent on its ability to ultimately attain
profitable operations and positive cash flows from operations. The Company's
management believes that it can satisfy its working capital needs based on its
estimates of revenues and expenses, together with improved operating cash flows,
as well as additional funding whether from financial markets, other sources or
other collaborative arrangements. The Company believes it will have sufficient
funds available to continue to exist through the next year, although no
assurance can be given in this regard. Insufficient funds will require the
Company to scale back its operations. The Independent Auditor's Report dated
March 7, 2003 on the Company's consolidated financial statements states that the
Company has suffered losses from operations, has a working capital deficiency
and has an accumulated deficit that raises substantial doubt about its ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments that may result from the Company's inability to continue
as a going concern. On April 15, 2003 the Company entered into an unsecured loan
for $250,000 at prime plus 1% with City National Bank. As of May 14, 2003 no
funds had been borrowed under the loan.

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

Revenues

         Revenues for the three months ended March 31, 2003 were approximately
$157,000 ompared to $516,000 for the three months ended March 31, 2002. Revenues

<PAGE>

earned in 2003 were derived primarily from producer fees for the HBO First Look
Deal and Mindhunters and consulting fees.

The revenues earned in 2002 were derived primarily from producing fees for the
HBO projects "Angels in America", "Normal" and "Path to War."

Film Production Costs

         Film production costs for the three months ended March 30, 2003 were
$15,000 compared to $23,000 for the three months ended March 31, 2002.

Selling, General and Administrative

         Selling, general and administrative (S,G&A) expenses for the three
months ended March 31, 2003 were $310,000 compared to $322,000 for the three
months ended March 31, 2002.

Recent Developments

         The shares of the Company's Common Stock are currently listed on the
OTC Bulletin Board ("OTCBB"). Due to the continued decline in the share price of
the Company's Common Stock and continued operating losses, the Company received
a letter from AMEX dated February 2001, stating that they had failed to meet the
criteria of AMEX's continued listing guidelines. The exchange noted that the
Company's operating results had been unsatisfactory and its financial condition
had been impaired, that they have had losses in two of its three most recent
fiscal years and losses in three of its four most recent fiscal years. In
addition, the exchange noted that the Company's public float is below the
exchange's minimum requirements, that they have not complied with the annual
shareholders' meeting requirements and have not paid the exchange's listing
fees. As a result, the Company's failure to meet AMEX's maintenance criteria
resulted in the discontinuance of the inclusion of its shares in the AMEX in
April 2001.

Recent Accounting Pronouncements

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," an amendment of SFAS No.
133. SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. In particular, this Statement (1) clarifies under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when
a derivative contains a financing component, (3) amends the definition of an
underlying to conform it to language used in FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements.. SFAS No. 149 will not have any impact on the Company's
financial statements.


<PAGE>


Forward-Looking Statements

         This report contains certain forward-looking statements reflecting
management's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements, including, but not limited to, the ability of
the Company to reverse its history of operating losses; the ability to obtain
additional financing and improved cash flow in order to meet its obligations and
continue to exist as a going concern; production risks; dependence on contracts
with certain customers; future foreign distribution arrangements; and dependence
on certain key management personnel. All of these above factors are difficult to
predict, and many are beyond the control of the Company.

ITEM 3.  CONTROLS AND PROCEDURES

          Based on the evaluation conducted by the Chief Executive Officer and
Chief Financial Officer, as of a date within 90 days of the filing date of this
quarterly report, of the effectiveness of the Company's disclosure controls and
procedures, the CEO and CFO concluded that, as of the evaluation date (1) there
were no significant deficiencies or material weaknesses in the Company's
disclosure controls and procedures, (2) there were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the evaluation date, and (3) no corrective actions were
required to be taken.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                                 March 31, 2003

                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

99.1     Written Statement of the President and Chief Executive Officer pursuant
         to 18 U.S.C.ss.1350

99.2     Written Statement of the Chairman and Chief Financial Officer Pursuant
         to 18 U.S.C.ss.1350.


(b)      Reports

         No reports were filed under Form 8-K for the quarter ended March 31,
         2003.

                                   SIGNATURES

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

                        AVENUE ENTERTAINMENT GROUP, INC.


DATE:    May 16, 2003                       Gene Feldman
                                            Chairman of the Board


DATE:    May 16, 2003                       Cary Brokaw
                                            President, Chief Executive
                                            Officer and Chief Financial Officer
                                            and Director

<PAGE>



       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                                       By
                           Principal Executive Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Cary Brokaw, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Avenue Entertainment
Group, 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  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         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


<PAGE>

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

Date:  May 16, 2003




                                                     Cary Brokaw
                                                     Chief Executive Officer


<PAGE>



       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                                       By
                           Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Cary Brokaw, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Avenue Entertainment
Group, 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  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, 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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
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:
May 14, 2003




                                                    Cary Brokaw
                                                    Principal Financial Officer


<PAGE>