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 EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 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 33-18143-D


                         PALLADIUM COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)


         Nevada                                          87-0449399
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                     Identification No.)


          Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire,  UK DE45 1DL
               (Address of principal executive offices)      (Zip Code)

                    Issuer's telephone number 44 1629 814555

         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 reports), and (2)
has been subject to such filing requirements for the past 90 days. [X] Yes [ ]
No

         The number of shares outstanding of the Issuer's common stock at $.001
par value as of April 30, 2003 was 21,190,760.

<PAGE>
                         Palladium Communications, Inc.
                         (Formerly USAOneStar.Net, Inc.)

                        Consolidated Financial Statements

                                 March 31, 2003

<PAGE>
                         Palladium Communications, Inc.
                         (Formerly USAOneStar.Net, Inc.)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                     ASSETS
                                                                                            March 31,             June 30,
                                                                                              2003                  2002
                                                                                         ----------------      ----------------
                                                                                           (Unaudited)
Current Assets
<S>                                                                                             <C>                   <C>
  Cash                                                                                          $ 13,548              $ 10,811
  Accounts Receivable                                                                                  -                47,805
  Accounts Receivable - Other                                                                          -                12,025
  Notes Receivable, net                                                                           40,000                40,000
  Interest Receivable                                                                             16,294                14,398
                                                                                         ----------------      ----------------

Total Current Assets                                                                              69,842               125,039
                                                                                         ----------------      ----------------

Property & Equipment, Net                                                                         12,211                15,211
                                                                                         ----------------      ----------------

    Total Assets                                                                                $ 82,053             $ 140,250
                                                                                         ================      ================


             LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
  Accounts Payable                                                                              $ 32,150              $ 47,802
  Accrued Expenses                                                                                72,498                16,243
  Current Portion of Long-Term Debt                                                              216,382               207,882
                                                                                         ----------------      ----------------

Total Current Liabilities                                                                        321,030               271,927
                                                                                         ----------------      ----------------

Long Term Liabilities
  Convertible Debentures                                                                         208,500               200,000
  Notes Payable - Related Party                                                                    7,882                 7,882
  Less: Current Portion of Long-Term Debt                                                       (216,382)             (207,882)
                                                                                         ----------------      ----------------

Total Long Term Liabilities                                                                            -                     -
                                                                                         ----------------      ----------------

    Total Liabilities                                                                            321,030               271,927
                                                                                         ----------------      ----------------

Stockholders' Equity
  Common Stock, Authorized 900,000,000 Shares of $.001 Par Value,
    Issued and Outstanding 2,119,076 and 2,111,500, Respectively                                   2,119                 2,112
  Additional Paid in Capital                                                                     966,249               961,256
  Retained Earnings (Deficit)                                                                 (1,207,345)           (1,095,045)
                                                                                         ----------------      ----------------

Total Stockholders' Equity                                                                      (238,977)             (131,677)
                                                                                         ----------------      ----------------

    Total Liabilities and Stockholders' Equity                                                  $ 82,053             $ 140,250
                                                                                         ================      ================

</TABLE>

                                       3
<PAGE>
                         Palladium Communications, Inc.
                         (Formerly USAOneStar.Net, Inc.)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                    For the Nine Months Ended
                                                                                            March 31,
                                                                                -----------------------------------

                                                                                     2003                2002
                                                                                ---------------      --------------

Cash Flows from Operating Activities

<S>                                                                                    <C>                  <C>
  Net Income (Loss)                                                                 $ (112,300)          $(673,626)
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
     Depreciation & Amortization                                                         3,000               4,500
     Stock Issued for Services                                                               -              77,500
     Impairment of Goodwill                                                                  -             116,800
  Change in Assets and Liabilities:
     (Increase) Decrease in:
     Accounts Receivable                                                                47,805             166,012
     Other Receivables                                                                  12,025                   -
     Prepaid Expenses                                                                        -             284,274
     Interest Receivable                                                                (1,896)                  -
     Increase (Decrease) in:
     Accounts Payable and Accrued Expenses                                              40,603             (22,788)
     Deferred Revenues                                                                       -            (106,355)
                                                                                ---------------      --------------

  Net Cash Provided(Used) by Operating Activities                                      (10,763)           (153,683)
                                                                                ---------------      --------------

Cash Flows from Investing Activities
  Cash from Acquisition                                                                      -                 310
  Proceeds from Notes Receivable                                                             -                 776
  Purchase of Equipment                                                                      -                (750)
                                                                                ---------------      --------------

  Net Cash Provided (Used) by Investing Activities                                           -                 336
                                                                                ---------------      --------------

Cash Flows from Financing Activities
  Proceeds from Note Payable                                                            13,500             158,000
                                                                                ---------------      --------------

Increase (Decrease) in Cash                                                              2,737               4,653
                                                                                ---------------      --------------

Cash and Cash Equivalents at Beginning of Period                                        10,811              81,809
                                                                                ---------------      --------------

Cash and Cash Equivalents at End of Period                                            $ 13,548            $ 86,462
                                                                                ===============      ==============

Cash Paid For:
  Interest                                                                                 $ -                 $ -
  Income Taxes                                                                             $ -                 $ -

Non-Cash Activity:
  Stock Issued for Convertible Debentures                                              $ 5,000                 $ -
  Stock Issued for Services                                                                $ -            $ 77,500
  Stock Issued for Notes Payable                                                           $ -           $ 107,000
  Stock Issued for Investment                                                              $ -             $ 9,800

</TABLE>

                                       4
<PAGE>
                         Palladium Communications, Inc.
                         (Formerly USAOneStar.Net, Inc.)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

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

<S>                                        <C>                 <C>                  <C>                 <C>
Revenues ...........................   $    58,723         $   117,408         $   206,196         $   426,878

Cost of Sales ......................        13,573              31,873              42,374             106,476
                                       ------------        ------------        ------------        ------------

Gross Profit (Loss) ................        45,150              85,535             163,822             320,402
                                       ------------        ------------        ------------        ------------

Operating Expenses
  General & Administrative .........       123,491             356,823             281,122             882,999
                                       ------------        ------------        ------------        ------------

    Total Expenses .................       123,491             356,823             281,122             882,999
                                       ------------        ------------        ------------        ------------

Net Operating Income (Loss) ........       (78,341)           (271,288)           (117,300)           (562,597)
                                       ------------        ------------        ------------        ------------

Other Income(Expense)
  Impairment of Goodwill ...........          --              (116,800)               --              (116,800)
  Miscellaneous Income .............          --                  --                  --                 4,935
  Interest Income ..................          --                  --                 5,000                 836
                                       ------------        ------------        ------------        ------------

    Total Other Income(Expense) ....          --              (116,800)              5,000            (111,029)
                                       ------------        ------------        ------------        ------------

Income (Loss) Before Income Taxes ..       (78,341)           (388,088)           (112,300)           (673,626)

Provision (Benefit) for Income Taxes          --                  --                  --                  --
                                       ------------        ------------        ------------        ------------

Net Income (Loss) ..................   $   (78,341)        $  (388,088)        $  (112,300)        $  (673,626)
                                       ============        ============        ============        ============

Net Income (Loss) Per Share ........   $     (0.04)        $     (0.19)        $     (0.05)        $     (0.33)
                                       ============        ============        ============        ============

Weighted Average Shares Outstanding      2,119,076           2,072,334           2,118,655           2,017,593
                                       ============        ============        ============        ============

</TABLE>
                                       5
<PAGE>
                         Palladium Communications, Inc.
                         (Formerly USAOneStar.Net, Inc.)
                 Notes to the Consolidated Financial Statements
                                 March 31, 2003


GENERAL

Palladium Communications, Inc. (formerly USAOneStar.Net, Inc.), the Company, has
elected to omit substantially all footnotes to the consolidated financial
statements for the nine months ended March 31, 2003 since there have been no
material changes (other than indicated in other footnotes) to the information
previously reported by the Company in their Annual Report filed on Form 10-KSB
for the fiscal year ended June 30, 2002.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal year.

REVERSE STOCK SPLIT

On March 4, 2003, the Company's Board of Directors authorized and completed a
100 for 1 reverse stock split. The financial statements have been retroactively
restated for the reverse split.

SUBSEQUENT EVENTS

On April 22, 2003, the Company exchanged 19,071,684 shares of common stock for
all of the outstanding shares of Peak Entertainment, Ltd. (Peak). Pursuant to
the acquisition, the Company's management resigned and was replaced by the
management of Peak. The acquisition has been recorded as a reverse acquisition
whereby the Company is the legal survivor and Peak is the accounting survivor.



                                       6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.

         The following management discussion and analysis should be read in
conjunction with the Condensed Consolidated Financial Statements and Notes
thereto presented elsewhere in this Form 10-QSB. The discussion is based upon
such condensed consolidated financial statements that have been prepared in
accordance with U.S. Generally Accepted Accounting Principles.

         The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future.
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements. Additionally, the following discussion and
analysis should be read in conjunction with the Condensed Consolidated Financial
Statements and notes thereto appearing elsewhere in this Report. The discussion
is based upon such condensed consolidated financial statements, which have been
prepared in accordance with U.S. Generally Accepted Accounting Principles.

General

         During the nine month period ended March 31, 2003, we offered
telecommunications services to small- to mid-sized businesses, families and
individuals. However, on April 22, 2003 we completed an acquisition of Peak
Entertainment Ltd., which is a United Kingdom registered company incorporated
and headquartered in Bakewell, England. Peak Entertainment also has offices in
New York, New Jersey and California. As a result we have new management and new
operations. Peak Entertainment intends to be a fully integrated media company
focused on the children's market. Management intends to change Palladium's name
to Peak Entertainment Holdings, Inc.

Results of Operations

         The following discussion and analysis should be read in conjunction
with our unaudited financial statements and the accompanying notes for the three
and nine month periods ended March 31, 2003 and 2002 included with this report.
Our fiscal year ends June 30 and the three month period ended March 31, 2003 is
our third quarter.

         We recognize revenues as required by the SEC Staff Accounting Bulletin
No. 101, which requires sales based on long term agreements for
telecommunication services, web-based applications and web site hosting to be
recognized ratably over the initial term of the contract. Monthly charges for
services are recognized when billed. Revenues have remained down throughout the
2003 fiscal year and revenues for the nine month period ended March 31, 2003,
decreased $220,682, or 51.7 %, compared to the nine month period ended March 31,
2001. Revenues decreased $58,685, or 50.0%, for the three month period ended
March 31, 2003, our third quarter, compared to the third quarter ended March 31,
2001.

                                        7
<PAGE>
         Cost of sales consist of phone service costs, commissions on sales and
the cost of finished products, such as software, purchased from third-party
vendors. Cost of sales decreased $64,102, or 60.2%, for the 2003 nine month
period compared to the 2002 nine month period. These costs also decreased
$18,300, or 57.4 %, for the 2003 third quarter compared the 2002 third quarter.
As a result of reduced revenues, our gross profit decreased $156,580, or 48.9%,
for the 2003 nine month period compared to the same period in fiscal year 2002.
For the 2003 third quarter, gross profit decreased $40,385, or 47.2%, compared
to the 2002 third quarter.

         Total operating expenses include general and administrative expenses,
which represent employees' salaries, office expenses and consulting fees. These
expenses decreased $601,877, or 68.2%, for the 2003 nine month period compared
to the 2002 nine month period. These expenses decreased $233,332, or 65.4%, for
the 2003 third quarter compared to the 2002 third quarter. The 2003 third
quarter decrease was primarily the result of recognition in the 2002 third
quarter of compensation expense related to consultant employment agreements.

         As a result, we recorded a net operating loss of $117,300 for the 2003
nine month period compared to a net operating loss of $562,597 for the 2002 nine
month period. Our net operating loss was $78,341 for the 2003 third quarter
compared to a net operating loss of $271,288 for the 2002 third quarter.

         We recorded total other income of $5,000 for the 2003 nine month period
compared to total other expense of $111,029 for the 2002 nine month period.
Total other expense for the 2002 third quarter was $116,800 compared to $0 for
the 2003 third quarter. The 2002 three and nine month period expense was
primarily the result of recognition of an impairment of goodwill in the amount
of $116,800 related to NetMart 2020, Inc.

         We recorded a net loss of $112,300 for the 2003 nine month period
compared to a net loss of $673,626 in the 2002 nine month period. For the 2003
third quarter our net loss was $78,341 compared to a net loss of $388,088 for
the 2002 comparable period. Due to the number of weighted average shares
outstanding, we did not post net income or loss per share for either period.

Factors Affecting Future Performance

         The recent acquisition of Peak Entertainment and the shift in focus of
our operations may be unsuccessful, result in disruptions to our business
operations or distractions of our management, which may result in strain or
diversion of our resources from more profitable operations. This acquisition
transaction will be expensive, time-consuming, and complicated. Acquisitions
involve a number of special risks, including:
         * failure of management to integrate the acquired business into our
           operations,
         * failure to retain key personnel of the acquired business,
           and
         * risks associated with unanticipated events or liabilities.

Liquidity and Capital Resources

         We have funded our cash requirements primarily through revenues and
loans. We have had negative working capital and net operating losses for the
past two fiscal years. These facts, in the opinion of our auditors, raise
substantial doubt about our ability to continue as a going concern. We have
experienced difficulty in our efforts to acquire sufficient customers to replace
those we lost when we terminated our relationship with Adelphia Business
Solutions. However, with the acquisition of Peak Entertainment new management
intends to focus our operations on the development of an integrated business
model based on the licenses and other rights and properties owned by Peak
Entertainment
                                       8
<PAGE>
        At March 31, 2003, we had $13,548 cash on hand and total current assets
of $69,842 compared to $10,811 cash on hand and total current assets of $125,039
at the fiscal year ended June 30, 2002. Our total current liabilities were
$321,030 at March 31, 2003, compared to $271,927 at June 30, 2002. The current
portion of long-term debt at the 2003 nine month period end represented more
than 67.4% of our total current liabilities. The long term debt was related to
convertible debentures we sold in February 2002, which are discussed in more
detail below. At March 31, 2003, we had negative working capital of $251,188 and
a retained deficit of $1,207,345 compared to negative working capital of
$146,888 and a retained deficit of $1,095,045 at June 30, 2002.

         Net cash used by operations for the 2003 nine month period was $10,763
compared to $153,683 for the 2002 nine month period. We did not record cash
flows from investing activities for the 2003 nine month period, but recorded
$336 net cash provided by investing activities during the 2002 nine month
period. We record net cash provided by financing activities of $13,500 for the
2003 nine month period compared to $158,000 for the comparable 2002 period.

Commitments and Contingent Liabilities

         As of March 31, 2003, our principal commitments consisted of
approximately $2,100 per month for office space and long term debt of $208,500
related primarily to secured convertible debentures we sold in February 2002. We
entered into a securities purchase agreement with four accredited investors in
which we agreed to sell an aggregate of $400,000 in secured convertible
debentures, with 12% interest, and agreed to grant warrants to purchase
1,200,000 common shares. As part of this agreement, we also agreed to register
common shares which may be required for the conversion of the debentures and
exercise of the warrants. The securities purchase agreement provided that we
sell $200,000 of the convertible debentures and warrants to purchase 60,000
shares on February 28, 2002. Then within ten days of the effective date of the
registration statement which registered the underlying shares, the investors
were obligated to make a subsequent investment of $200,000 for additional
convertible debentures and warrants to purchase another 60,000 shares. However,
due to delays in filing the registration statement, the investors elected not to
make the subsequent investment. In March 2003 the investors completed an
additional investment of $15,000.

         The warrants granted in this transaction expire through February 28,
2005, and have exercise prices based on calculations related to the trading
price of our shares on the OTC Bulletin Board. We recognized an expense of
$30,000 for the year ended June 30, 2002 based on the value of these warrants
using the Black-Scholes pricing model. In July 2002 a portion of the secured
convertible debentures were converted to 757,574 common shares.

         We also agreed to provide each investor with the option to purchase pro
rata any securities we may offer in any future offerings, subject to certain
exemptions, during the period beginning on the closing date and ending two years
after the end of the lock-up period, January 5, 2005. In addition, so long as we
have obligations under the secured convertible debentures, we must obtain
written consent from the investors before we may pay any dividends, repurchase
our common shares, borrow money, sell any significant portion of our assets,
lend money or assume contingent liabilities; unless these transactions are in
the ordinary course of our business.

                                       9
<PAGE>
Financing

         On April 22, 2003, we entered into a Securities Purchase Agreement with
four accredited investors for the sale of $785,000 in convertible debentures and
warrants to buy 1,570,000 shares of Palladium common stock. The investors are
obligated to provide Palladium with an aggregate of $785,000
         *        $300,000 on April 22, 2003;
         *        $250,000 ten days after the filing of a registration statement
                  with the SEC which registers the shares to be issued upon
                  conversion of the debentures or exercise of the warrants; and
         *        $235,000 will be disbursed within five day of the
                  effectiveness of the registration statement filed with the SEC
        The debentures bear interest of 12%, mature in one year from the
date of issuance and are convertible into shares of Palladium common stock
at the option of the investor.



Item 3. CONTROLS AND PROCEDURES.

         Within the 90 days prior to the date of filing of this quarterly report
on Form 10-QSB, the Company's management carried out an evaluation, under the
supervision and with the participation of the Company's Disclosure Committee,
including the Company's Chief Executive Officer and its Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14).
Based upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to the
Company's management, including its principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure and are effective to ensure that such information is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect those
controls subsequent to the date of their evaluation.

                                       10
<PAGE>
                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

         From time to time the Company is subject to litigation  incidental
to its  business.  The Company is not currently a party to any material
legal proceedings

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

Item 5. OTHER INFORMATION.

          On April 22, 2003, the Company exchanged 19,071,684 shares of common
stock for all of the outstanding shares of Peak Entertainment, Ltd. (Peak).
Pursuant to the acquisition, the Company's management resigned and was replaced
by the management of Peak. The acquisition has been recorded as a reverse
acquisition whereby the Company is the legal survivor and Peak is the accounting
survivor.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

         The following exhibits are filed with this report:

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


(b) Reports on Form 8-K.

         During the quarterly period ended March 31, 2003, the Company filed no
reports on Form 8-K, except for a Report filed on March 4, 2003, which disclosed
the reverse split of the Company's outstanding common stock on a one-for-100
basis.


                                       11


<PAGE>
                                   SIGNATURES

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


                                     PALLADIUM COMMUNICATIONS, INC.

Date: May 15, 2003                   By: /s/ WILF SHORROCKS
                                     Wilf Shorrocks, Chief Executive
                                     Officer and Chief Financial Officer


                                       12
<PAGE>
      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


         I, Wilf Shorrocks, Chief Executive Officer and Chief Financial
Officer of Palladium Communications, Inc., certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
                  Palladium Communications, 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 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 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
                  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

                                       13
<PAGE>
         6.       The registrant's other certifying officers 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.


Dated:   May 15, 2003                    /s/ WILF SHORROCKS
                                             Wilf Shorrocks, Chief Executive
                                             Officer and Chief Financial Officer

                                       14