<PAGE>


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

                                  Form 10-QSB/A
                                 Amendment No. 1

(Mark One)
            [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 UNDER SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from           to
                                                 --------    ---------

                        Commission File Number 000-26463
                                ----------------

                          MILITARY RESALE GROUP, INC.
    -----------------------------------------------------------------------
          (Name of small business issuer as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                             <C>
                        New York                                                     11-2665282
----------------------------------------------------------      ------------------------------------------------------
    (State or other jurisdiction of incorporation or                    (I.R.S. Employer Identification No.)
                      organization)
</TABLE>

                              2180 Executive Circle
                        Colorado Springs, Colorado 80906
     -----------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (719) 391-4564
        ----------------------------------------------------------------
                           (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 reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of March 31, 2003, there were 11,975,804 shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one):   Yes [ ]  No [X]



<PAGE>



                           MILITARY RESALE GROUP, INC.

                                  FORM 10-QSB/A
                                 Amendment No. 1


                                      INDEX


                                                                      Page No.


PART I.          Financial Information


Item 2.          Management's Discussion and Analysis or Plan of Operation...1

Item 6.          Exhibits and Reports on Form 8-K............................8

Signatures       ............................................................9

Certifications   ............................................................10


                                       i

<PAGE>




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL


              Certain statements in this Report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
words "believe", "expect", "anticipate", "intend" and "plan" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made. Because our common stock is considered a "penny
stock," as defined by the regulations of the Securities and Exchange Commission,
the safe harbor for forward-looking statements does not apply to statements by
our company.

         Our business and results of operations are affected by a wide variety
of factors that could materially and adversely affect us and our actual results,
including, but not limited to: (1) the availability of additional funds to
enable us to successfully pursue our business plan; (2) the uncertainties
related to the addition of new products and suppliers; (3) our ability to
maintain, attract and integrate management personnel; (4) our ability to
complete the development of our proposed product line in a timely manner; (5)
our ability to effectively market and sell our products and services to current
and new customers; (6) our ability to negotiate and maintain suitable strategic
partnerships and corporate relationships with suppliers and manufacturers; (7)
the intensity of competition; and (8) general economic conditions. As a result
of these and other factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect our business, financial condition, operating results and stock
price.

         Any forward-looking statements herein speak only as of the date hereof.
We undertake no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The following discussion should be read in conjunction
with the financial statements and related notes appearing elsewhere in this
Report.

         Prior to November 15, 2001, we did not generate any signification
revenue, and accumulated no significant assets, as we explored various business
opportunities. On November 15, 2001, we acquired 98.2% of the issued and
outstanding capital stock of Military Resale Group, Inc., a Maryland corporation
("MRG-Maryland"), in exchange for a controlling interest in our publicly-held
"shell" corporation. For financial reporting purposes, MRG-Maryland was
considered the acquirer in such transaction. As a result, our historical
financial statements for any period prior to November 15, 2001 are those of
MRG-Maryland.


                                       2

<PAGE>



RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE
                        MONTHS ENDED MARCH 31, 2002

         REVENUES. Total revenue for the three months ended March 31, 2003 of
$1,758,963 reflected an increase of $341,705, or approximately 24.1%, compared
to total revenue of $1,417,258 for the three months ended March 31, 2002. Our
revenues are derived in either one of two ways. In the majority of instances, we
purchase products from manufacturers and suppliers for resale to the
commissaries we service. In such cases, we resell the manufacturer's or
supplier's products to the commissaries at generally the same prices we pay for
such products, which prices generally are negotiated between the manufacturer or
supplier and the Defense Commissary Agency ("DeCA"). Revenue is recognized as
the gross sales amount received by us from such sales ("resale revenues"), which
includes (i) the purchase price paid by the commissary plus (ii) a negotiated
storage and delivery fee paid by the manufacturer or supplier. In the remaining
instances, we act as an agent for the manufacturer or supplier of the products
we sell, and earn a commission paid by the manufacturer or supplier, generally
in an amount equal to a percentage of the manufacturer's or supplier's gross
sales amount ("commission revenues"). In such cases, revenue is recognized as
the commission we receive on the gross sales amount.

         Resale revenue for the three months ended March 31, 2003 of $1,612,597
reflected an increase of $255,013, or approximately 18.8%, compared to resale
revenue of $1,357,584 for the three months ended March 31, 2002. This increase
was attributable primarily to the addition of the new products we began
supplying to commissaries during fiscal 2002, including Hillshire Farm and
Kahn`s product groups by Sara Lee Foods-USA, that we sell on a resale basis. For
the three months ended March 31, 2003, approximately 40.7% of our gross profit
was derived from sales involving resale revenue compared to approximately 66.5%
for the three months ended March 31, 2002. During the year ended December 31,
2002, we began implementing our long-term strategy to increase the ratio of our
sales of products we sell on a resale basis, rather than a commission basis, due
to the payment discounts we often receive from the manufacturers and suppliers
of the goods we purchase for resale. However, due to our short-term cash
shortage during the three months ended March 31, 2003, we were required to lower
this ratio by increasing the amount of our of sales on a commission basis, which
do not require a significant cash expenditure.

         In the second quarter of 2002, Playtex Products, Inc., a supplier for
whom we sell products on a resale basis, suspended the sale of its products to
us pending our payment of an outstanding invoice in the approximate amount of
$12,000 for products previously shipped to us. To date, we have not made such
payment and all sales by Playtex remain suspended. We intend to make the
outstanding payment in the second quarter of 2003, upon which our management
believes Playtex will resume the sale of its products to us pursuant to the
terms of our agreement.

         Commission revenues for the three months ended March 31, 2003 of
$146,366 reflected an increase of $86,692, or approximately 145%, compared to
commission revenues of $59,674 for the three months ended March 31, 2002. For
the three months ended March 31, 2003, approximately 59.3% of our gross profit
was derived from sales involving commission revenues as compared to
approximately 33.5% for the three months ended March 31, 2002. These increases
were attributable primarily to the addition of the new products we began
supplying to

                                       3
<PAGE>

commissaries during the first quarter of fiscal 2003, including products
distributed by Mid Valley Products, that we sell on a commission basis due to
our short-term cash shortage discussed above. We cannot be certain as to whether
this trend will continue; however, in the long term we are seeking to increase
the ratio of our sales of products sold on a resale basis, rather than a
commission basis, because we believe we can increase our profitability on such
sales by taking advantage of payment discounts frequently offered by the
manufacturers and suppliers of such products. Provided we can generate
sufficient cash from operations or financing activities, we intend to do so by
seeking to add new products that we can offer to commissaries on a resale basis
from our existing manufactures and suppliers and from others with whom we do not
currently have a working relationship.

         In October 2002, we added to our supplier network the Hillshire Farm
and Kahn's product groups of Sara Lee Foods-USA and certain consumer products
distributed by Chattem, Inc. Hillshire Farm and Kahn's are product lines of
packaged meats and hams. Chattem is a manufacturer of branded consumer products,
principally over-the-counter healthcare products, including Aspercreme, Gold
Bond, Sportscreme, Pamprin, Dexatrim, Rejuvex and Flexall. We have been advised
by Sara Lee Foods-USA, and verified with DeCA, that sales of Hillshire Farm and
Kahn's products in 2001 to the commissaries we currently service amounted to
approximately $950,000. We have been advised by Chattem, and verified with DeCA,
that sales of Chattem's line of products in 2001 to the commissaries we
currently service amounted to approximately $200,000. However, there can be no
assurance that our annual sales of these products will reach such amounts, and
the amount of our actual sales of Hillshire Farm and Kahn's Products and Chattem
products may differ materially from the amounts sold by Sara Lee Foods-USA and
Chattem, respectively, in 2001. Our agreement with Sara Lee Foods-USA has a
one-year term and automatically renews for successive one-year periods. It is
cancelable by such supplier upon 30 days' written notice. Our agreement with
Chattem, Inc. has no defined term and is cancelable by such supplier upon 30
days' written notice.

         Management believes our long-term success will be dependent in large
part on our ability to add additional product offerings to enable us to increase
our sales and revenues. However, we believe our ability to add additional
product offerings is dependent on our ability to obtain additional capital to
fund new business development and increased sales and marketing efforts. We are
currently in discussions with a number of other manufacturers and suppliers in
an effort to reach an agreement under which we can distribute their products to
the military market. While there can be no assurance that we will do so, we
believe we will be successful in negotiating agreements with a number of such
suppliers and manufacturers.

         To date, all of our sales revenue has been generated from customers
located in the United States.

         Cost of Goods Sold. Cost of goods sold consists of our cost to acquire
products from manufacturers and suppliers for resale to commissaries. In
instances when we sell products on a commission basis, there is no cost of goods
sold because we act as an agent for the manufacturer or supplier and earn only a
commission on such sales. During the three months ended March 31, 2003, cost of
goods sold increased by $273,405, or approximately 22.1%, to $1,512,326 from

                                       4

<PAGE>


$1,238,921 for the three months ended March 31, 2002. This increase was
attributable primarily to the addition of new products that we sold on a resale
basis. We cannot be certain as to whether or not this trend will continue;
however, in the long term we are seeking to increase the ratio of our sales on a
resale basis, as discussed above.

         Gross Profit. Gross profit for the three months ended March 31, 2003
increased by approximately $91,304, or approximately 51.2%, compared to the
three months ended March 31, 2002, from $178,337 for the three months ended
March 31, 2002 to $246,637 for the three months ended March 31, 2003. This
increase was attributable primarily to the increase in our sale of products on a
commission basis that have no associated cost of good sold.

         Operating Expenses. Total operating expenses aggregated $611,947 for
the three months ended March 31, 2003 as compared to $383,172 for the three
months ended March 31, 2002, representing an increase of $228,475, or
approximately 59.6%. The increase in total operating expenses was attributable
primarily to increased professional fees of approximately $64,034 resulting
primarily from the costs of the preparation of a registration statement under
the Securities Act of 1933 relating to a proposed offering of equity securities;
increased stock-based compensation expense of $91,034 resulting primarily from
the issuance of shares of our common stock and options to purchase shares of our
common stock to our consultants; and increased general and administrative
expenses of $38,006 resulting primarily from increased truck rental expense and
increased premiums on health workers' compensation insurance.

         Interest Expense. Interest expense of $135,385 for the three months
ended March 31, 2003 reflected an decrease of $75,785 as compared to interest
expense of $211,170 for the three months ended March 31, 2002. The decrease in
interest expense was attributable primarily to decreased interest expense
resulting from the recognition of the beneficial conversion feature (the right
to convert debt into shares of our common stock at a discount to the fair market
value of our common stock) of $205,000 aggregate principal amount of convertible
promissory notes issued in the three months ended March 31, 2002 as compared to
$15,000 aggregate principal amount of convertible promissory notes issued in the
three months ended March 31, 2003, offset by amortization of option-based
interest expense of approximately $100,000 during the three months ended March
31, 2003.

         Net Loss. Primarily as a result of the increased operating and interest
expenses discussed above, we incurred a net loss of $500,695 for the three
months ended March 31, 2003 as compared to a net loss of $416,005 for the three
months ended March 31, 2002.

Liquidity and Capital Resources

         At March 31, 2003, we had a cash balance of approximately $2,146. Our
principal source of liquidity has been borrowings. Since November 2001, we have
funded our operations primarily from borrowings of approximately $600,000. In
the fourth quarter of 2001 and the first half of 2002, we issued $240,000
aggregate principal amount of convertible promissory notes (the "9% convertible
notes") that mature, in nearly all instances, on June 30, 2003 and bear interest
at the rate of 8% per annum prior to June 30, 2002 and 9% per annum thereafter.
In

                                       5
<PAGE>


April 2002, $150,000 aggregate principal amount of 9% convertible notes (and
$2,380 accrued interest thereon) was converted by the holders into an aggregate
of 1,793,573 shares of our common stock. The remaining 9% convertible notes are
convertible at any time and from time to time by the noteholders into a maximum
of 1,350,000 shares of our common stock (subject to certain anti-dilution
adjustments) if the 9% convertible notes are not in default, or a maximum of
2,700,000 shares of our common stock (subject to certain anti-dilution
adjustments) if an event of default has occurred in respect of such notes. The
terms of the 9% convertible notes require us to register under the Securities
Act of 1933 the shares our common stock issuable upon conversion of the 9%
convertible notes not later than June 30, 2003. In July 2002, the holders of
$20,000 aggregate principal amount of convertible notes maturing on June 30,
2002 denied our request to extend the maturity until July 30, 2003. The
outstanding principal and interest on such convertible notes have not yet been
paid and, thus, such convertible notes are currently in default.

         The terms of our 9% convertible notes and 8% convertible notes
(discussed below) provide generally that, if the convertible notes are not in
default, the holders may convert, at any time and from time to time, all or a
portion of the outstanding balance under each convertible note into a number of
shares (subject to certain anti-dilution adjustments) of our common stock that
will allow the noteholder to receive common stock having a market value equal to
150% of the converted balance of the note. To achieve this result, the
conversion price of such notes has been initially set at $0.50; provided, that
the closing price per share of our common stock as reported on the OTC Bulletin
Board on the date of conversion is at least $0.75 per share. If such closing
price is less than $0.75 per share, the conversion price shall be
proportionately reduced, but in no event to a conversion price that is less than
$0.10 per share in the case of 9% convertible notes and $0.25 in the case of 8%
convertible notes, to permit the noteholder to receive the number of shares
discussed above. If an event of default has occurred in respect of a 9%
convertible note, the holder may convert the outstanding balance into a number
of shares (subject to certain anti-dilution adjustments) of our common stock
equal to twice the number of shares the holder would have otherwise received if
the 9% convertible note was not in default.

         In the second half of 2002, we issued $165,000 aggregate principal
amount of convertible promissory notes (the "8% convertible notes") that mature
on either June 30, 2003 or July 30, 2003 and bear interest at the rate of 8% per
annum. The 8% convertible notes are convertible at any time and from time to
time by the noteholders into a maximum of 990,000 shares of our common stock
(subject to certain anti-dilution adjustments). The terms of the 8% convertible
notes require us to register under the Securities Act of 1933 the shares of our
common stock issuable upon conversion of the 8% convertible notes not later than
June 30, 2003.

         In the first quarter of 2003, we borrowed an aggregate of $10,000 from
Edward T. Whelan, our Chief Executive Officer and Chairman of our Board of
Directors. The loan is payable on demand and bears interest at the rate of 10%
annum.

         In January and March 2003, we issued $15,000 aggregate principal amount
of convertible promissory notes that mature on June 30, 2003 and bear interest
at 8% per annum. Such notes are

                                       6
<PAGE>


convertible at any time and from time to time by the noteholders into a maximum
of 225,000 shares of our common stock (subject to certain anti-dilution
adjustments). The terms of such notes require us to register under the
Securities Act of 1933 the shares of our common stock issuable upon conversion
of such notes not later than June 30, 2003.

         In March 2003, we borrowed $100,000 from a single lender. The loan
matures on March 26, 2004 and bears interest at 15% per annum. The loan contains
contingent payment terms which vary depending on the success of our efforts to
raise additional funding.

         In February 2003, one of our capital lease obligations in the
approximate amount of $35,000, which is secured by equipment with a net book
value of $25,363, was accelerated by the lessor due to non-payment. Management
has contacted such lessor to negotiate alternative payment arrangements for this
obligation. If unsuccessful, the lessor could bring suit to collect payment or
foreclose upon the collateral. Any such litigation may hinder our ability to
raise or obtain the capital we require or have an adverse impact on the terms
upon which we are able to attract or obtain such capital.

         Our current cash levels, together with the cash flows we generate from
operating activities, are not sufficient to enable us to execute our business
strategy. As a result, we intend to seek additional capital through the sale of
up to 5,000,000 shares of our common stock. In December 2001, we filed with the
Securities and Exchange Commission a registration statement relating to such
shares. Such registration statement has not yet been declared effective, and
there can be no assurance that the Securities and Exchange Commission will
declare such registration statement effective in the near future, if at all. In
the interim, we intend to fund our operations based on our cash position and the
near term cash flow generated from operations, as well as additional borrowings.
In the event we are able to generate sales proceeds of at least $750,000 in our
proposed offering, we believe that the net proceeds of such sale, together with
anticipated revenues from sales of our products, will satisfy our capital
requirements for at least the next 12 months. However, we would require
additional capital to realize our strategic plan to expand distribution
capabilities and product offerings. These conditions raise substantial doubt
about our ability to continue as a going concern. Our actual financial results
may differ materially from the stated plan of operations. Our independent
auditors have indicated in its report on our 2002 financial statements that our
recurring losses from operations and our difficulties in generating sufficient
cash flow to meet our obligations and sustain our operations raise substantial
doubt about our ability to continue as a going concern. Such qualification may
hinder our ability to raise or obtain the capital we require or have an adverse
impact on the terms upon which we are able to attract or obtain such capital. In
addition, such qualification may adversely impact our ability to attract and
maintain new customer accounts.

         Assuming that we receive net proceeds of at least $750,000 from our
proposed offering, we expect capital expenditures to be approximately $100,000
during the next 12 months, primarily for the acquisition of an inventory control
system. It is expected that our principal uses of cash during that period will
be to provide working capital, to finance capital expenditures, to


                                       7
<PAGE>


repay indebtedness and for other general corporate purposes, including sales and
marketing and new business development. The amount of spending for any
particular purpose is dependent upon the total cash available to us and the
success of our offering of common stock.

         At March 31, 2003, we had liquid assets of $499,951, consisting of cash
and accounts receivable derived from operations, and other current assets of
$443,076, consisting primarily of inventory of products for sale and/or
distribution and prepaid expenses. Long term assets of $188,139 consisted
primarily of warehouse equipment used in operations.

         Current liabilities of $2,396,155 at March 31, 2003 consisted primarily
of $1,582,737 of accounts payable and accrued expenses and $610,000 for notes
payable, of which $240,000 was payable to our officers or our other affiliates.

         Our working capital deficit was $1,453,128 as of March 31, 2003 for the
reasons described above.

         During the three months ended March 31, 2003, we used cash of $105,413
in operating activities primarily as a result of the net loss we incurred during
this period.

         During the three months ended March 31, 2003, we used net cash of
$1,683 in investing activities, all of which was used for capital expenditures.

         Financing activities, consisting primarily of proceeds from the
issuance of notes payable, provided net cash of $107,170 during the three months
ended March 31, 2003.

PART II.          OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits. The following exhibits are filed herewith or are
incorporated by reference to Exhibits previously filed.


<TABLE>
<CAPTION>
     EXHIBIT NO.    DESCRIPTION
     -----------    -----------
<S>                <C>
     99.1           Certification of our Principal Executive Officer, Edward T.
                    Whelan, pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

     99.2           Certification of our Principal Financial Officer, Ethan D. Hokit,
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

                                       8
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, in Colorado Springs,
Colorado on June 17, 2003.

                                 MILITARY RESALE GROUP, INC.


                                 By:  /s/ Ethan D. Hokit
                                      ---------------------------------
                                       Name:  Ethan D. Hokit
                                       Title: President (Principal
                                       Accounting Officer and Principal
                                       Financial Officer)


                                       9
<PAGE>


                  Certification of Principal Executive Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I, Edward T. Whelan, certify that:

1.       I have reviewed this Amendment No. 1 to our quarterly report on
         Form 10-QSB/A of Military Resale Group, Inc.;

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

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

4.       The registrant's other certifying 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

                                       10
<PAGE>


                  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 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.


                                     By:  /s/ Edward T. Whelan
                                           Name:   Edward T. Whelan
                                          -------------------------------
                                           Title: Chief Executive Officer

June 17, 2003


                                       11

<PAGE>


                  Certification of Principal Financial Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I, Ethan D. Hokit, certify that:

1.       I have reviewed this Amendment No. 1 to our quarterly report on
         Form 10-QSB/A of Military Resale Group, Inc.;

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

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

4.       The registrant's other certifying 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

                                       12
<PAGE>



                  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 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.


                                           By:  /s/ Ethan D. Hokit
                                                ------------------------------
                                                Name: Ethan D. Hokit
                                                Title: Chief Financial Officer

June 17, 2003



                                       13


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