UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
         (Mark one)
            [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2003

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

          For the transition period from ____________ to _____________


                         Commission file number: 0-16179
                                                 -------
                                   Gexa Corp.
                                   ----------
        (Exact name of small business issuer as specified in its charter)


             Texas                                      76-0670175
             -----                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

   24 Greenway Plaza, Suite 1826, Houston, TX             77046
   ------------------------------------------             -----
    (Address of principal executive offices)            (Zip Code)


                                 (713)-961-9399
                                 --------------
                           (Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report (s), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $.01 par value 7,604,528 shares outstanding as of May 12, 2003
Transitional Small Business Disclosure Format: Yes     No  X
                                                   ---    ---


<PAGE>





TABLE OF CONTENTS

                       PART I. FINANCIAL INFORMATION                    Page

Item 1. Financial Statements                                              3
Item 2. Management's Plan of Operation                                    9
Item 3. Controls and Procedures                                          11

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                12
Item 2. Changes in Security                                              12
Item 3. Default Upon Senior Securities                                   12
Item 4. Submission of Matters to a Vote of Security Holders              12
Item 5. Other Information                                                12
Item 6. Exhibits and Reports on Form 8-K                                 12

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Set forth below are the condensed financial statements for the Company for the
three month periods ended March 31, 2003 and 2002.

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page

  Condensed Balance Sheets March 31, 2003 (Unaudited)
   and December 31, 2002                                                  3

  Condensed Statements of Operations for the Three Months
   ended March 31, 2003  and 2002 (Unaudited)                             4

  Condensed Statements of Cash Flows for the Three Months
   ended March 31, 2003 and 2002 (Unaudited)                              5

  Notes to Condensed Financial Statements                                 6

<PAGE>
<TABLE>
<CAPTION>

                                   GEXA CORP.
                            CONDENSED BALANCE SHEETS

                                                                           March 31,                December 31,
                                            ASSETS                           2003                       2002
                                                                       ------------------       ---------------------
                                                                          (unaudited)

Current assets:
<S>                                                                 <C>                      <C>
     Cash and cash equivalents                                      $          3,047,471     $             3,399,962
     Accounts receivable, net                                                  9,712,729                   6,880,792
     Other receivables                                                            62,752                      67,378
     Deferred tax asset                                                          267,711                     111,034
                                                                       ------------------       ---------------------
         Total current assets                                                 13,090,663                  10,459,166

Property and equipment, net                                                      219,058                     201,413

Deferred tax asset                                                                58,936                      83,820
Other assets                                                                     250,990                     244,563
                                                                       ------------------       ---------------------

       Total assets                                                 $         13,619,647     $            10,988,962
                                                                       ==================       =====================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Credit Facility                                                $                  -  $                  500,000
     Revolving credit line                                                     1,002,140                      28,033
     Notes payable- director                                                     700,000                           -
     Accounts payable and accrued liabilities                                  6,294,325                   4,702,395
     Sales tax payable                                                           853,638                   1,344,423
     Income tax payable                                                          368,839                     368,839
     Accrued interest payable                                                      4,900                           -
     Customer deposits                                                         1,193,761                     585,887
                                                                       ------------------       ---------------------
            Total current liabilities                                         10,417,603                   7,529,577

Long-term liabilities:
     Notes payable- officer                                                      100,000                     100,000
     Accrued interest payable                                                     14,072                      11,961
                                                                       ------------------       ---------------------
            Total long-term liabilities                                          114,072                     111,961
                                                                       ------------------       ---------------------

       Total liabilities                                                      10,531,675                   7,641,538
                                                                       ------------------       ---------------------




Stockholders' equity:
     Preferred stock $.05 par value; 2,500,000 shares authorized;
          508,214 issued and outstanding                                          25,412                      25,412
     Common stock, $.01 par value; 75,000,000 shares authorized;
         7,604,528 shares issued and outstanding                                  76,046                      76,046
     Additional paid-in capital                                                6,194,608                   6,194,608
     Less:  Stock subscriptions receivable                                      (13,848)                    (13,848)
     Treasury Stock, at cost; 26,666 shares                                      (9,999)                     (9,999)

     Accumulated deficit                                                     (3,184,247)                 (2,924,795)
                                                                       ------------------       ---------------------

       Total stockholders' equity                                              3,087,972                   3,347,424
                                                                       ------------------       ---------------------

       Total liabilities and stockholders' equity                   $         13,619,647     $            10,988,962
                                                                       ==================       =====================
</TABLE>

     See accompanying notes to condensed financial statements.





<PAGE>










<TABLE>
<CAPTION>

                                   GEXA CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)

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


<S>                                                                 <C>                       <C>
Sales                                                               $           12,920,302    $              339,126

Cost of sales                                                                   12,184,582                   314,728
                                                                       --------------------      --------------------

Gross profit                                                                       735,720                    24,398

General and administrative expenses                                              1,121,607                   473,015
                                                                       --------------------      --------------------

Loss from operations                                                             (385,887)                 (448,617)

Interest income                                                                      1,960                     4,506

Interest expense                                                                   (7,318)                   (2,111)
                                                                       --------------------      --------------------

Loss before taxes                                                                (391,245)                 (446,222)

Income tax benefit                                                               (131,793)                 (151,715)
                                                                       --------------------      --------------------

Net loss                                                            $            (259,452)    $            (294,507)
                                                                       ====================      ====================

Basic net loss per share                                            $                (.03)    $                (.04)
                                                                       ====================      ====================

Basic weighted average shares outstanding                                        7,604,528                 7,020,950
                                                                       ====================      ====================

Diluted net loss per share                                          $                (.03)    $                (.04)
                                                                       ====================      ====================

Diluted weighted average shares outstanding                                      7,604,528                 7,020,950
                                                                       ====================      ====================

</TABLE>

     See accompanying notes to condensed financial statements.

<PAGE>

<TABLE>
<CAPTION>


                                   GEXA CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)

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


Cash flows from operating activities:
<S>                                                               <C>                      <C>
Net loss                                                          $            (259,452)   $             (294,507)
Adjustments to reconcile net loss to
  net cash used in operating activities:
      Depreciation and amortization                                               21,966                    25,234
      Stock issued to officers, directors
       and consultants for services                                                    -                   279,250
      Deferred tax benefit                                                     (131,793)                 (151,715)
      Changes in operating assets and liabilities:
         Accounts receivable                                                 (2,831,937)                 (324,731)
         Other receivables                                                         4,626                   (4,000)
         Other Assets                                                            (6,427)                   (1,140)
         Accounts payable and accrued liabilities                              1,591,930                    60,046
         Sales tax payable                                                     (490,785)                    27,719
         Customer deposits                                                       607,874                    52,370
         Accrued interest payable                                                  7,011                     2,111
                                                                     --------------------     ---------------------

Net cash used in operating activities                                        (1,486,987)                 (329,363)
                                                                     --------------------     ---------------------

Cash flows from investing activities:
      Purchases of equipment                                                    (39,611)                  (13,302)
                                                                     --------------------     ---------------------

Cash flows from financing activities:
      Payments on credit facility                                              (500,000)                         -
      Borrowings on revolving credit line                                        974,107                         -
      Proceeds from the sale of preferred stock                                        -                   496,499
      Proceeds from notes payable- director                                      700,000                         -
      Proceeds from sale of common stock                                               -                   571,376
      Payments to stock brokers                                                        -                 (169,851)
                                                                     --------------------     ---------------------

Net cash provided by financing activities                                      1,174,107                   898,024
                                                                     --------------------     ---------------------

Net change in cash                                                             (352,491)                   555,359

Cash and cash equivalents at beginning of period                               3,399,962                   585,514
                                                                     --------------------     ---------------------

Cash and cash equivalents at end of period                        $            3,047,471                 1,140,873
                                                                     ====================     =====================
                Supplemental Disclosure of Cash Flows Information
      Cash paid for interest                                      $                  307   $                     -
                                                                     ====================     =====================
</TABLE>


     See accompanying notes to condensed financial statements


<PAGE>





                                   GEXA CORP.
              Notes to the Unaudited Condensed Financial Statements
                                 March 31, 2003

As used in this Quarterly Report, the terms "we", "us", "our", the "Company" and
"Gexa" mean Gexa Corp., a Texas corporation.

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and with the instructions to Form
10-QSB and Regulation S-B of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements and should be read in conjunction with
the audited financial statements contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003.

The preparation of financial statements in accordance with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. Revenue and Cost Recognition

Sales of electric power are recognized as the power is delivered to the
Company's customers. Sales represent the total proceeds from energy sales-
including pass through charges from the Transmission and Distribution Providers
(TDSPs) billed to the customer at cost. Cost of sales includes electric power
purchased, sales commissions, and pass through charges from the TDSPs in the
areas serviced by the Company- Oncor in the greater Dallas area and CenterPoint
in the greater Houston area. TDSP charges are costs for metering services and
maintenance of the electric grid.
<PAGE>

3. Accounts Receivable

The Company's customers are billed monthly at various dates throughout the
month. Unbilled receivables represent the revenues associated with electric
power delivered to customers as of the end of the month, but not yet billed. The
allowance for bad debt is estimated to cover all bad debt relating to account
balances at a particular point in time that will potentially be written off in
subsequent periods. The Company writes off receivables related to accounts for
which payment has not been received for 60 days and for which no suitable
payment plan can be established. Also, on a case-by-case basis if a customer is
discovered to be likely unable to satisfy their current financial obligations,
the account will be reserved and written off if no suitable payment plan can be
established within a reasonable period of time. As of March 31, 2003, Accounts
Receivable contains billed receivables, allowance for doubtful accounts and
unbilled receivables as follows,

Billed Receivables                      $                 4,904,445
Allowance for Doubtful Accounts                           (459,084)
Unbilled Receivables                                      5,267,368
                                             -----------------------

Accounts Receivable, net                                  9,712,729
                                             -----------------------

4. Stock-Based Compensation

The Company accounts for its stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. The pro forma information below is based on provisions of Statement
of Financial Accounting Standard ("FAS") No. 123, Accounting for Stock-Based
Compensation, as amended by FAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, issued in December 2002.

<TABLE>
<CAPTION>

                                                                                                    Three Months Ended
                                                                                                        March 31,
                                                                                         --------------------------------------
                                                                                                 2003                2002
                                                                                         ------------------      --------------
Pro forma impact of fair value method (FAS 148)

<S>                                                                                      <C>                  <C>
Reported net income (loss) attributable to common stockholders                           $       (259,452)    $      (294,307)
Less: fair value impact of employee stock compensation                                           (100,291)                   -
                                                                                         ------------------      --------------
Pro forma net loss attributable to common stockholders                                   $       (359,743)    $      (294,307)
                                                                                         ==================      ==============

Loss per common share
Basic and diluted- as reported                                                          $       (.03)        $       (.04)
Basic and diluted- pro forma                                                            $       (.05)        $       (.04)

Weighted average Black-Scholes fair value assumptions
Risk free interest rate                                                                           5%                  5%
Expected life                                                                                   3 yrs.              3 yrs.
Expected volatility                                                                              124%                124%
Expected dividend yield                                                                          0.0%                0.0%

</TABLE>



<PAGE>



5. Significant Events

During the three months ended March 31, 2003, there was an unexpected volatile
price swing in the natural gas market which is the primary determinant of
electricity prices. This unexpected price increase occurred over a three day
period at the end of February 2003. As a result, open market electricity prices
increased substantially along with average committed electricity volumes related
to our daily customer usage.

The approximate exposure to the Company from this event was $700,000 with
approximately $400,000 attributable to increased volume demand and $300,000
attributable to increased delivery costs. The Company had procedures in place to
protect against such volatility. However those procedures, related to our
wholesale creditor relationship, were not able to provide ideal protection
against exposure. Under the Company's current wholesale creditor agreement,
procedures have been implemented that will specifically limit such risks in the
future.

On March 24, 2003, one of our Board Members, Mr. Don Aron, agreed to purchase
Company receivables for $700,000. In consideration of the purchase, Mr. Aron
shall receive a factoring fee of 3% per month for a minimum term of 60 days.
Additionally, as part of the agreement, Mr. Leibman and Ms. Zlotnik, our two
largest stockholders and members of our management team, were required to pledge
their stock and provide personal guarantees to Mr. Aron.

At the end of March 2003, the Company negotiated a revolving line of credit with
an unrelated party in the amount of $650,000 at an effective interest rate of
13% with interest payments to be made at the end of each month beginning on
April 30, 2003.

6. Subsequent Event

During the three months ended March 31, 2003, the Company began advance signups
of new customers in two new markets- AEP-Central Power and Light in south Texas
including the Corpus Christi area, and AEP-West Texas Utilities in the western
portion of the state. In April of 2003, the Company formally entered those
marketplaces and began to offer electric service to customers in both areas.

<PAGE>


Item 2. Management's Plan of Operation

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Gexa Corp., a Texas corporation.

Results of Operations

Operating results of the first quarter ended March 31, 2003 compared to the
first quarter ended March 31, 2002 are reflective of the fact the Company first
began revenue-generating operations on January 1, 2002. Sales increased from
$339,126 for the quarter ended March 31, 2002 to $12,920,302 for the quarter
ended March 31, 2003. This is indicative of the growth the Company has
experienced in its first fifteen months of operations. Cost of sales has
increased on similarly proportionate terms, from $314,728 to $12,184,582.
General and administrative expenses have increased at a far slower rate, going
from $473,015 to $1,121,607 in the quarters ended March 31, 2002 and 2003
respectively. From its inception, the Company has incurred basic expenses needed
for operations at any size- including salaries for specialized personnel, rent,
computer equipment and a phone system- and these basic expenses did not require
increases proportionate to sales growth in the past year for the Company to meet
its operating needs.

Forward-Looking Statements; Market Data

To the extent that we make any forward-looking statements in the "Management's
Plan of Operation" in this Quarterly Report, we emphasize that forward-looking
statements involve risks and uncertainties and our actual results may differ
materially from those expressed or implied by our forward-looking statements.
All forward-looking statements in this Quarterly Report reflect our current
views about future events and are based on assumptions and are subject to risks
and uncertainties. Generally, forward-looking statements include phrases with
words such as "expect", "anticipate", "intend", "plan", "believe", "seek",
"estimate" and similar expressions to identify forward-looking statements.

This Quarterly Report contains disclosures related to our business operations of
providing electricity which became a deregulated industry in the state of Texas
effective January 1, 2002. In August 2001, the Public Utility Commission of the
State of Texas approved Gexa's license to become a retail provider of
electricity to residential and commercial customers in Texas. Under Texas law,
since January 1, 2002, customers have had the option to purchase electricity
from independent providers, such as Gexa. Our disclosure may involve certain
estimates and plans related to the business of providing electricity, which is a
newly deregulated industry, which assumes certain events, trends and activities
will occur and the projected information based on those assumptions. We do not
know that any assumptions that we may make will be accurate. In particular, we
do not know, nor can we predict with any degree of certainty, the future growth
of the deregulated electricity industry in the State of Texas in which we have
operated since January 1, 2001. If our assumptions about any events, trends and
activities, and specifically about this new business opportunity are incorrect,
it could materially impact our current projections. Our limited resources could
also have a material negative impact on our operations.

<PAGE>

Liquidity and Capital Resources

At March 31, 2003, we had current assets of $13,090,663, consisting primarily of
cash and cash equivalents, and accounts receivable. As of March 31, 2003, we had
other assets of $250,990 which included a ninety day certificate of deposit in
the amount of $100,000 required by the State of Texas Public Utility Commission
in connection with our application to become a reseller of electricity after
commencement of deregulation on January 1, 2002. Other assets also included
prepaid expenses of $6,766, and a data base valued at $85,600. Our total assets
at March 31, 2003 were $13,619,647.

At March 31, 2003, we had current liabilities of $10,417,603, which consisted of
accounts payable, accrued electricity and TDSP charges, sales tax payable,
income tax payable, two revolving credit lines and customer deposits. Current
liabilities also included a payment due within 60 days on a related party note
payable. See Note 5 for further discussion. Our long-term liabilities consisted
of an interest bearing five year promissory note at 6% issued to our Chairman in
the amount of $100,000.

Negative operating cash flow for the three months ended March 31, 2003 is
largely related to an unexpected volatile price swing in the natural gas market
which is the primary determinant of electricity prices. This unexpected price
increase occurred over a three day period at the end of February 2003. As a
result, open market electricity prices increased substantially along with
average committed electricity volumes related to our daily customer usage. The
Company's exposure was approximately $700,000. (See Note 5 for further
discussion)

We believe our rapid growth will continue in the Texas market for 2003. In
April 2003, we entered the AEP- Central Power and Light, and AEP- West Texas
Utilities markets which should also greatly contribute to our growth. (See Note
6 for further discussion.) We have no plans to enter additional markets without
raising additional capital in advance. While we do continue to assess new
deregulated markets in other states, our growth within the Texas market takes
precedence.

In order to sustain our current growth, we will need to secure lines of credit
and engage in fundraising via the sale of stock in 2003. Also, in order for us
to move into deregulated markets in other states, we will have to raise
additional capital.

We may determine to seek to raise additional funds from the sale of equity or
debt securities or other borrowings. We may issue additional shares and, to the
extent that such additional shares are issued, our stockholders will experience
a dilution in their ownership interest.

There currently are no limitations on our ability to borrow funds. However, our
limited resources may make it difficult to borrow additional funds. The amount
and nature of any borrowing by us will depend on numerous factors, including
Gexa's capital requirements, potential lenders' evaluation of Gexa's ability to
meet debt service on borrowing and the then prevailing conditions in the
financial markets, as well as general economic conditions. The inability of Gexa
to borrow additional funds, or to provide funds for an additional infusion of
capital, may have a material adverse affect on Gexa's financial condition and
future prospects. To the extent that debt financing ultimately proves to be
available, any borrowing will subject Gexa to various risks.

<PAGE>

Item 3.  Controls and Procedures

Our principal executive officer and principal financial officer have evaluated
the effectiveness of our "disclosure controls and procedures," as such term is
defined in Rule 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934,
as amended, within 90 days of the filing date of this Quarterly Report on Form
10-Q. Based upon their evaluation, the principal executive officer and principal
financial officer concluded that our company's disclosure controls and
procedures are effective. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls, since the date the controls were evaluated.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Security

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

           99.1   Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

           99.2   Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002


<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the small business
issuer has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Gexa Corp.

By: /s/ Neil Leibman
   -----------------
Neil Leibman, Chairman and CEO
Dated: May 12, 2003
Houston, Texas

SECTION 302 CERTIFICATIONS AND EXHIBITS 99.1 AND 99.2 ARE ON FOLLOWING PAGES


<PAGE>



I, Neil Leibman, Chief Executive Officer of Gexa Corp., certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Gexa Corp.;

     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 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.

---------------------------------
Neil Leibman
Chief Executive Officer
Dated: May 12, 2003


<PAGE>



I, Marcie Zlotnik, President of Gexa Corp., certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Gexa Corp.;

     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 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.

---------------------------------
Marcie Zlotnik
President
Dated: May 12, 2003