UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

     For the quarterly period ended: February 28, 2003 -------------------

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

     For the transition period from ________ to ________.


                         Commission file number 0-10093

                             Golf Rounds.com, Inc.
                          ---------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                   59-1224913
-----------------------------               --------------------------
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)              Identification No.)

            111 Village Parkway, Building 2, Marietta, Georgia       30067
         --------------------------------------------------------  ---------
               (Address of principal executive offices)            (Zip Code)

                                  770-951-0984
                              -------------------
                           (Issuer's telephone number)

                                      N/A
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) 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  ______

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity as of the latest  practicable  date:  As of April 11,  2003,  the
issuer  had  3,447,377  shares  of  common  stock,  par  value  $.01 per  share,
outstanding.

     Transitional  Small Business  Disclosure  Format (check one): Yes ____No X



<PAGE>



PART I  FINANCIAL INFORMATION
-------------------------------
Item 1.   Financial Statements

                              GOLF ROUNDS.COM, INC.
                                  BALANCE SHEET
                                   (Unaudited)


                                                                    February 28,
                                                                       2003
                                                                    -----------
ASSETS

    Current assets:
        Cash and cash equivalents                                   $ 2,798,207
        Prepaid expenses and other                                        8,600
                                                                    -----------
           Total current assets                                       2,806,807

                                                                    -----------
           Total assets                                             $ 2,806,807
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
        Accounts payable and accrued liabilities                    $    18,526
                                                                    -----------
    Stockholders' equity:
        Common stock, $.01 par value, 12,000,000
           shares authorized, 3,447,377
           shares issued and outstanding                                 34,473
        Additional capital in excess of par value                     4,773,866
        Accumulated deficit                                          (2,020,058)
                                                                    -----------
               Total stockholders' equity                             2,788,281
                                                                    -----------
               Total liabilities and stockholders' equity           $ 2,806,807
                                                                    ===========







                 See accompanying notes to financial statements.



                                       2

<PAGE>




                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                        For the three months
                                                         ended February 28,
                                                          2003          2002
                                                     -----------    -----------
Revenues:
    Web site advertising                             $      -       $       -
                                                     -----------    -----------
Expenses:
    General, administrative and other                     41,839         49,564
    Amortization and depreciation                           -               -
                                                     -----------    -----------
          Total expenses                                  41,839         49,664
                                                     -----------    -----------
Net operating loss before unusual item                   (41,839)       (49,564)

Refund of Directors and Officers'
  Liability insurance premium                               -          34,500
                                                     -----------    -----------
Net loss from operations                                 (41,839)       (15,064)

Other income:
    Interest and dividends                                 5,480          7,518
                                                     -----------    -----------

Net loss                                             $   (36,359)   $    (7,546)
                                                     ===========    ===========
Basic and diluted net loss per share                 $      (.01)   $      (.00)
                                                     ===========    ===========

Weighted average number of shares outstanding          3,447,377      3,447,377
                                                     ===========    ===========








                 See accompanying notes to financial statements.


                                       3

<PAGE>




                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                        For the six months
                                                        ended February 28,
                                                          2003          2002
                                                     -----------    -----------
Revenues:
    Web site advertising                             $      -       $      -
                                                     -----------    -----------
Expenses:
    General, administrative and other                     90,386        103,255
    Amortization and depreciation                           -               518
                                                     -----------    -----------
          Total expenses                                  90,386        103,773
                                                     -----------    -----------
Net operating loss before unusual item                   (90,386)      (103,773)

Refund of Directors and Officers'
  Liability insurance premium                               -            34,500
                                                     -----------    -----------
Net loss from operations                                 (90,386)       (69,273)
                                                     -----------    -----------

Other income (expenses):
   Interest and dividends                                 13,576         23,019
   (Loss) on sale of marketable securities                  -           (12,422)
                                                     -----------    -----------
        Total other income (expenses)                     13,576         10,597
                                                     -----------    -----------

Net loss                                             $   (76,810)   $   (58,676)
                                                     ===========    ===========
Basic and diluted net (loss) per share               $      (.02)   $      (.02)
                                                     ===========    ===========

Weighted average number of shares outstanding          3,447,377      3,447,377
                                                     ===========    ===========








             See accompanying notes to financial statements.




                                       4

<PAGE>


                              GOLF ROUNDS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        For the six months
                                                        ended February 28,
                                                           2003           2002
                                                     -----------    -----------
Cash flows from operating activities:
Net (loss)                                           $   (76,810)   $   (58,676)
Adjustments to reconcile net loss to net
cash used in operating activities:
  Amortization and depreciation                             -               518
  Loss on sale of marketable securities                     -            12,422
  Increase or decrease in:
    Prepaid expenses and other                            26,614        (14,376)
    Accounts payable and accrued liabilities             (24,424)         1,542
    Litigation settlement payable                        (30,000)          -
                                                     -----------    -----------

Net cash used by operating activities                   (104,620)       (58,570)
                                                     -----------    -----------
Cash flows from investing activities:
  Proceeds from sale of marketable securities               -            89,200
                                                     -----------    -----------
Net increase (decrease) in
  cash and cash equivalents                             (104,620)       (30,630)

Cash and cash equivalents at beginning
    of period                                          2,902,827      2,950,029
                                                     -----------    -----------
Cash and cash equivalents at end of period           $ 2,798,207    $ 2,980,659
                                                     ===========    ===========







                 See accompanying notes to financial statements.


                                       5


<PAGE>



                              GOLF ROUNDS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation

     The  accompanying  unaudited  balance sheet of Golf  Rounds.com,  Inc. (the
"Company")  as of February 28, 2003 and the  unaudited  statements of operations
for the three-month  and six-month  periods ended February 28, 2003 and 2002 and
the unaudited  statements of cash flows for the six-month periods ended February
28, 2003 and 2002  reflect all  material  adjustments  which,  in the opinion of
management,  are  necessary for a fair  presentation  of results for the interim
periods.  Certain information and footnote  disclosures required under generally
accepted  accounting  principles have been condensed or omitted  pursuant to the
rules and  regulations of the Securities and Exchange  Commission,  although the
Company  believes  that the  disclosures  are  adequate to make the  information
presented  not  misleading.   These  financial  statements  should  be  read  in
conjunction with the year-end financial statements and notes thereto included in
the  Company's  Annual Report on Form 10-KSB for the year ended August 31, 2002,
as filed with the Securities and Exchange Commission on November 27, 2002.

     The results of operations for the three-month  and six-month  periods ended
February 28, 2003 and 2002 are not  necessarily  indicative of the results to be
expected  for the  entire  fiscal  year or for any other  period.  Prior  year's
financial  statements  have been  reclassified  to conform to the current year's
presentation.


2.   Loss Per Share

     Net loss per common share is based on the weighted average number of shares
outstanding. Excluded from the net loss per share calculations for the three and
six-month  periods ended  February 28, 2003 and 2002 are  contingently  issuable
shares that, if included, would have an antidilutive effect.


3.   Legal Settlement

     The Company was named as a defendant in a lawsuit  entitled  Saint Barnabus
Medical Center, Inc. v Estate of Karen Van Herwarde et. al. which was brought in
the Superior  Court of New Jersey,  Essex  County  under Docket No.  L-11080-01.
Although, as the Company previously disclosed, management is of the opinion that
the Company was not liable to the plaintiff in this matter,  the Company decided
to join with the other  defendants  in a  settlement  of the lawsuit in order to
bring the matter to a conclusion and save any further legal expense. The Company
contributed  $30,000 to the settlement in return for a complete release from all
the other parties arising from the claims alleged in the lawsuit. The Settlement
Agreement  and Release was executed on August 30, 2002.  The Company paid in its
$30,000 contribution to the settlement on September 9, 2002.


                                       6

<PAGE>



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

     This Form 10-QSB contains forward-looking statements that may involve known
and unknown  risks,  uncertainties  and other  factors that may cause our actual
results and  performance in future  periods to be materially  different from any
prior periods or performance suggested by these statements.

Overview

     Golf Rounds.com, Inc. was incorporated in 1968. Until the fourth quarter of
fiscal 1992, we were engaged in the wholesale  distribution of aluminum  alloys,
steel and other specialty metals under the name American Metals Service, Inc. In
the fourth  quarter of fiscal 1992, we liquidated our assets and did not conduct
any business  operations until May 1999. At that time, we acquired the assets of
PKG Design,  Inc.,  the  developer  of  golfrounds.com  and  skiingusa.com,  two
sports-related  Internet  websites.  In connection with the acquisition of these
websites,  we changed  our name to Golf  Rounds.com,  Inc.  In August  2001,  we
determined to cease operations of our golfrounds.com and skiingusa.com  websites
since  continued  maintenance  of these websites was not a productive use of our
resources.  We still own the rights to these  domain  names and may sell them in
connection with a business combination.


Current Business Plan

     Our  current  business  plan is  primarily  to serve as a  vehicle  for the
acquisition of a target  business that we believe will have  significant  growth
potential.   We  intend  to  use  our  available  working  capital,   (currently
approximately  $2.8 million),  capital stock,  debt or a combination of these to
effect a business  combination with a company that desires to establish a public
trading market for its securities  while avoiding what it may deem to be adverse
consequences  of  undertaking  a public  offering  itself,  such as time delays,
significant  expense,  loss  of  voting  control  and  other  burdens  including
significant   professional  fees.  The  business   combination  may  be  with  a
financially stable,  mature company or a company that is financially unstable or
in its early stages of development or growth.

     In seeking to attain  our  business  objective,  we will not  restrict  our
search to any particular  industry.  Rather,  we may  investigate  businesses of
essentially any kind or nature and participate in any type of business that may,
in our management's  opinion,  meet our business objectives as described in this
report.  We  emphasize  that the  description  in this  report  of our  business
objectives is extremely  general and is not meant to restrict the  discretion of
our management to search for and enter into potential business opportunities. We
have not chosen the  particular  business  in which we will  engage and have not
conducted any market studies with respect to any business or industry for you to
evaluate the possible  merits or risks of the target  business or the particular
industry  in which we may  ultimately  operate.  To the  extent we enter  into a
business  combination  with a financially  unstable  company or an entity in its
early stage of development or growth,  including  entities  without  established
records of sales or earnings,  we will become subject to numerous risks inherent
in the  business  and  operations  of  financially  unstable  and early stage or
potential emerging growth companies. In addition, to the extent that we effect a
business combination with an entity in an industry characterized by a high level
of risk, we will become subject to the currently  unascertainable  risks of that
industry.  An  extremely  high level of risk  frequently  characterizes  certain
industries that experience rapid growth. In addition,  although we will endeavor
to evaluate the risks inherent in a particular  industry or target business,  we
cannot assure you that we will properly ascertain or assess all significant risk
factors.

                                       7

<PAGE>



Results of Operations

Three months ended February 28, 2003 as compared to the three months ended
February 28, 2002:

     We have had no significant revenues (other than interest income) since 1992
and will not achieve any  significant  revenues  (other  than  interest  income)
until, at the earliest, the completion of a business combination.  For the three
months ended  February 28, 2003  interest  and  dividend  income was $5,480,  as
compared to $7,518 for the three months ended February 28, 2002. The decrease in
interest  income was due to the decline in the effective yield of interest rates
(i.e., rates dropped from 1.425% to 0.45% on our invested capital).

     General,  administrative  and other  expenses  were  $41,839  for the three
months  ended  February  28,  2003,  as compared to $49,564 for the three months
ended  February 28,  2002.  The  decrease in general,  administrative  and other
expenses was due primarily to the reduction or elimination of payroll, including
the former  president's salary and legal fees for preparing and filing quarterly
reports.

     General,  administrative  and other  expenses  for the three  months  ended
February 28, 2003 consisted primarily of payroll expenses of $13,609,  audit and
accounting fee expenses of $8,120,  directors' and officers' liability insurance
expenses of $12,900,  legal fees of $2,284,  office sharing  expenses of $2,700,
stockholder services expenses of $1,500, and taxes, licenses & other expenses of
$726.

     During the three months  ended  February  28,  2002,  the Company  received
notification  that it was to receive a  non-recurring  refund of  Directors  and
Officer's liability insurance premium of $34,500.  This amount was recorded as a
receivable and reported separately on the statements of operations.

Six months ended February 28, 2003 as compared to the six months ended February
28, 2002:

     For the six months ended February 28, 2003 interest and dividend income was
$13,576 compared to $23,019 for the comparable  period of the prior fiscal year.
The decrease in interest income was due to the decline in the effective yield of
interest  rates  (i.e.,  rates  dropped  from  1.45% to  0.45%  on our  invested
capital).  During the six months ended February 28, 2002, the Company held, then
subsequently  sold,  a marketable  debt  security and realized a loss on sale of
$12,422. As a result of this loss, the Board Of Directors instructed  management
to  invest  the  Company's   available  funds  in  short-term   interest-bearing
obligations of the U.S.  Federal  government or money market funds that had been
approved by the Board of Directors.

     General,  administrative and other expenses were $90,386 for the six months
ended  February 28, 2003 compared to $103,255 for the six months ended  February
28, 2002.  The decrease in general,  administrative  and other  expenses was due
primarily  to the  elimination  of an  officer's  salary as of January 31, 2003,
decreases in  professional  fees  incurred for  preparing  and filing  quarterly
reports,  and a  reduction  in  amounts  spent  on  taxes  and  licensing  fees.
Amortization and  depreciation  expense was $0 for the six months ended February
28, 2003 as compared to $518 for the six months ended  February 28, 2002, as all
of the  Company's  depreciable  equipment  had been fully  depreciated  prior to
November 30, 2001.

     General,  administrative  and other expenses for the six-month period ended
February 28, 2003 consisted primarily of payroll expenses of $29,756, directors'
and officers' liability insurance expenses of $25,800,  audit and accounting fee
of $15,881, legal fees of $8,848, office sharing expenses of $5,400, stockholder
services expenses of $3,000, and taxes, licenses and other expenses of $1,701.

                                       8
<PAGE>

     The Company was named as a defendant in a lawsuit  entitled  Saint Barnabus
Medical Center, Inc. v Estate of Karen Van Herwarde et. al. which was brought in
the Superior  Court of New Jersey,  Essex  County  under Docket No.  L-11080-01.
Although, as the Company previously disclosed, management is of the opinion that
the Company was not liable to the plaintiff in this matter,  the Company decided
to join with the other  defendants  in a  settlement  of the lawsuit in order to
bring the matter to a conclusion and save any further legal expense. The Company
contributed  $30,000 to the settlement in return for a complete release from all
the other parties arising from the claims alleged in the lawsuit. The Settlement
Agreement  and Release was executed on August 30, 2002.  The Company paid in its
$30,000  contribution  to the  settlement  on  September  9, 2002.  The  $30,000
reduction in  "Litigation  settlement  payable",  reflected on the Statements of
Cash Flows for the six months  ended  February  28,  2003,  represents  the cash
payment of the Company's  agreed-upon  contribution  to the full  settlement and
release of all parties from future claims related to this matter.

Liquidity and Capital Resources

     At February 28, 2003, cash and cash equivalents were $2,798,207,  which was
invested in a money market account with an effective yield of 0.95%, and working
capital was $2,788,281.


                                       9

<PAGE>


Item 3.  Controls and Procedures

     Within the 90-day period prior to the filing of this report,  an evaluation
of the  effectiveness  of our disclosure  controls and procedures was made under
the supervision  and with the  participation  of our  management,  including the
chief  executive  officer  and  the  chief  financial  officer.  Based  on  that
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective to ensure
that  information  required  to be  disclosed  by us in reports  that we file or
submit  under  the  Securities  Exchange  Act of  1934 is  recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange Commission rules and forms. Subsequent to the date of their evaluation,
there were no significant  changes in our internal  controls or in other factors
that could significantly affect these controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Item 2.  Changes in Securities and Use of Proceeds

     (c) On  January  28,  2003,  Larry  Grossman  resigned  from  our  board of
directors.  In connection with his resignation,  we agreed to extend the term of
his options to purchase  20,000  shares of our common  stock from March 12, 2005
until  September 12, 2007.  The other terms of the option,  including the price,
remained the same.

                                       10

<PAGE>


                                    SIGNATURE

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this Form 10-QSB to be signed on its behalf by the undersigned, thereunto
duly authorized.




                                             GOLF ROUNDS.COM, INC.

Dated: April 14, 2003                        By:/s/ Robert H. Donehew
                                                __________________________
                                                Robert H. Donehew
                                                President and Treasurer
                                                (Principal Financial Officer)


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the  Quarterly  Report of Golf  Rounds.com,  Inc. (the
"Company")  on Form 10-QSB for the period ended  November 30, 2002 as filed with
the Securities and Exchange Commission (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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 operation of the Company.


Dated: April 14, 2003                   /s/ John F. McCarthy
                                        _________________________
                                        John F. McCarthy, III
                                        Chairman and Secretary
                                        (Principal Executive Officer)

Dated: April 14, 2003                   /s/ Robert H. Donehew
                                        _________________________
                                        Robert H. Donehew
                                        President and Treasurer
                                        (Principal Financial Officer)


                                       11


<PAGE>


                                  CERTIFICATION
                    PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,   John F.  McCarthy,  III,  certify that:

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

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

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

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

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

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

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

6.   the  registrant's  other  certifying  officers and I have 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 our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


  Date: April 14, 2003                   /s/  John F. McCarthy
                                         -------------------------
                                         Name:    John F. McCarthy, III
                                         Title:   Chairman and Secretary
                                                  (Principal Executive Officer)

                                       12
<PAGE>



                                  CERTIFICATION
                    PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Robert H. Donehew, certify that:

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

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

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

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

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


                                       13
<PAGE>




6.   the  registrant's  other  certifying  officers and 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 our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: April 14, 2003                    /s/  Robert H. Donehew
                                        -----------------------
                                        Name:   Robert H. Donehew
                                        Title: President and Treasurer
                                        (Principal Financial Officer)





                                       14