<PAGE>

                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                For the quarterly period ended November 30, 2002

                        WESTMINSTER AUTO RETAILERS INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                        13-4032994
           --------                                        ----------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

         90 Park Avenue - Suite 1700
            New York, New York                             10017
----------------------------------------                 --------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number 212-984-0646
                              ------------


        As of November 30, 2002, the following shares of the Registrant's
                    common stock were issued and outstanding:

                     5,000,000 shares of voting common stock



<PAGE>



INDEX

PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . . . . . . .3
          CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
          CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
          STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
          Note 1.   NATURE OF BUSINESS AND SIGNIFICANT
                    ACCOUNTING POLICIES. . . . . . . . . . . . .8
          Note 2.   USE OF OFFICE SPACE. . . . . . . . . . . . .8
          Note 3.   EARNINGS PER SHARE . . . . . . . . . . . . .9
          Note 4.   LIQUIDITY . . . . . . . . . . . . . . . . . 9
          Note 5.   CONTRIBUTED SERVICES . . . . . . . . . . . .9
          Note 6.   SUBSEQUENT EVENTS . . . . . . . . . . . . . 9

Item 2.   Management's Discussion And Analysis or Plan of
          Operations. . . . . . . . . . . . . . . . . . . . . .11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . 16

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . 16

Item 3.   Defaults upon Senior Securities. . . . . . . . . . . 16

Item 4.   Submission of Matters to a Vote of
          Security Holders . . . . . . . . . . . . . . . . . . 16

Item 5.   Other information. . . . . . . . . . . . . . . . . . 15

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . 16


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 17





<PAGE>



                         PART I - FINANCIAL INFORMATION

                        WESTMINSTER AUTO RETAILERS, INC.
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                As Of              As Of
                                          November 30, 2002    May 31, 2002
                                            (Unaudited)         (Audited)
                                             ---------          ---------
ASSETS
Current Assets                               $       0          $       0
Other Assets                                         0                  0
                                             ---------          ---------
TOTAL ASSETS                                 $       0          $       0

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accrued Expenses                                50,180             32,954
                                             ---------          ---------
Total Current Liabilities                       50,180             32,954

Other Liabilities
 Loan Payable - European Technology
 Investments Ltd - Note 6                       82,550             71,950
                                             ---------          ---------
Total Liabilities                            $ 132,730          $ 104,904

Stockholders' Equity
 Common Stock, $.001 par value,
 Authorized 25,000.000 Shares;
 Issued and Outstanding
 5,000,000 Shares                                5,000              5,000
Additional Paid in Capital                     355,745            337,645
Deficit Accumulated During the
Development Stage                             (493,475)          (447,549)
                                             ---------          ---------

Total Stockholders' Equity                    (132,730)          (104,904)

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                        $       0          $       0


The  accompanying  notes and  accountant's  report are an integral part of these
financial statements.


<PAGE>



                        WESTMINSTER AUTO RETAILERS, INC.
                          (A Development Stage Company)
                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)




                                        For the 3 Mos Ended
                                           November 30
                                   2002                 2001
                               --------------------------------
TOTAL REVENUES:                $         0                    0

OPERATING EXPENSES:
 Accounting                          1,750                1,750
 Legal                               2,500                2,500
 Rent Expense (Note 2)               1,200                1,200
Filing Fee                              13                   13
Contributed Svcs
       (Note 3)                     17,500               17,500
                               -----------          -----------

NET LOSS                           (22,963)             (22,963)


NET LOSS PER SHARE                    (.00)                (.00)

Weighted Average
  Number of Shares
  Outstanding                    5,000,000            5,000,000



The  accompanying  notes and  accountant's  report are an integral part of these
financial statements.



<PAGE>



                        WESTMINSTER AUTO RETAILERS, INC.
                          (A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)



                                         For the 3 mos   For the 3 mos
                                            Ended            Ended
                                              to               to
                                     November 30, 2002    November 30,2001
                                     -----------------    ----------------

CASH FLOWS FROM OPERATING
ACTIVITIES:

Net Loss                                  $(22,963)         $(22,962)

Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
 Additional Paid in Capital
 Contributed by Shareholders for:
    Rent                                       600               600
    Contributed Services                    17,500            17,500

Decrease in Accounts Payable and
 Accrued Expenses                           (5,737)           (1,988)
                                          --------          --------

Total Adjustments                         $ 12,363          $ 16,112
Net Cash Used in
Operating Activities                       (10,600)           (6,850)

CASH FLOWS FROM FINANCING
ACTIVITIES:

Increase in Loan Payable -
 European Tech Investments Ltd             (10,600)            6,850
                                          --------          --------
Net Cash Provided
by Financing Activities                     10,600             6,850

Net Change in Cash                               0                 0

Cash at Beginning of Period                      0                 0
Cash at End of Period                     $      0                 0

Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for

Interest Expense                                 0                 0
Corporate Taxes                           $      0                 0


The  accompanying  notes and  accountant's  report are an integral part of these
financial statements.


<PAGE>



                        WESTMINSTER AUTO RETAILERS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVMEBER 30, 2002

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. Description of Company

WESTMINSTER  AUTO RETAILERS  INC.,("the  Company") is a for-profit  organization
incorporated  under the laws of the State of Delaware on December 29,  1995,  as
Tallman  Supply  Corp.  On January  14,  1999 the  Company  changed  its name to
Westminster Auto Retailers Inc.

The  Company is a  developmental  stage  company and  currently  has no material
operations.  The directors  are now  determined  that the Company  should become
active in seeking potential operating businesses and business opportunities with
the intent to acquire or merger with such businesses.

B. Basis of Presentation

Financial   statements   are  prepared  on  the  accrual  basis  of  accounting.
Accordingly, revenue is recognized when earned and expenses when incurred.

C. Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could  differ  from these  estimates.  Significant  estimates  in the  financial
statements  include the  assumption  that the Company  will  continue as a going
concern.

NOTE 2 - USE OF OFFICE SPACE

The Company uses office space for its executive  offices at two  locations.  The
fair market  value of the 600 square foot office at 45 Mount  Pleasant,  Putney,
London,  UK is $200 per month.  The fair  market  value of the 400  square  foot
office at 90 Park Avenue,  New York, New York is also $200 per month. The amount
for the New York office, which the Company receives from one of its shareholders
at no cost, is reflected as an expense with a corresponding credit to additional
paid in capital.

NOTE 3 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
                                NOVEMBER 30, 2002

                           Net Loss Per Share $ (0.00)

NOTE 4 - LIQUIDITY

The Company's  viability as a going concern is dependent upon raising additional
capital,  and ultimately,  having net income.  The Company's  limited  operating
history, including its losses and no revenues,  primarily reflect the operations
of its early  stage.  As a result,  the  Company had from time of  inception  to
November 30, 2002 no revenue and a net loss from operations of $(493,475). As of
November 30, 2002, the Company had net capital deficiency of $(132,730).

The Company requires  additional  capital  principally to meet its costs for the
implementation of its business plan, for general and administrative expenses and
to fund costs  associated  with its operations.  It is not anticipated  that the
Company  will be able to meet its  financial  obligations  through  internal net
revenue in the foreseeable  future.  The Company does not have a working capital
line of credit with any  financial  institution.  Therefore,  future  sources of
liquidity will be limited to the Company's  ability to obtain additional debt or
equity funding.

NOTE 5 - CONTRIBUTED SERVICES

Two of the  Company's  officers  render  services on behalf of the company at no
cost.  The fair market  value is $2,917 per  officer  per month.  Each amount is
reflected  as an  expense  with a  corresponding  credit to  additional  paid in
capital.

NOTE 6 - LOAN PAYABLE - EUROPEAN TECHNOLOGY INVESTMENTS LTD.

The loan payable to European Technology Investments Limited increased to $93,750
during  the  quarter.  European  Technology  Investments  Limited  has agreed to
advance  up  to  $150,000  to  the  company  to be  repaid  when  a  significant
transaction occurs of the company derives profit.

NOTE 7 - NON-CASH FINANCIAL TRANSACTIONS


<PAGE>

Non-cash financing  transactions  consisting of the cost of contributed services
and rent, and the related additional paid in capital contributed by shareholders
have been included in expenses and additional paid in capital,  respectively, in
the accompanying financial statements at a value of $18,100.

<PAGE>




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

The Company is a development stage company and its principal business purpose is
to locate and consummate a merger or  acquisition  with a private entity engaged
in the automotive  industry.  Because of the Company's  current status having no
assets  and  no  recent  operating  history,  in  the  event  the  Company  does
successfully  acquire or merge with an  operating  business  opportunity,  it is
likely that the  Company's  present  shareholders  will  experience  substantial
dilution and there will be a probable change in control of the Company.

During the last  quarter,  management  has been  actively  seeking a business to
merge with and develop,  and although  various  discussions have taken place, no
agreements have reached or entered into.

There is no assurance  that the Company will be able to identify and acquire any
business  opportunity in the automotive  industry which will ultimately prove to
be beneficial to the Company and its  shareholders.  Any target  acquisition  or
merger  candidate  of the  Company  will  become  subject to the same  reporting
requirements as the Company upon consummation of any such business  combination.
Thus, in the event that the Company  successfully  completes an  acquisition  or
merger with another operating business in the automotive industry, the resulting
combined business must provide audited financial statements for at least the two
most recent fiscal years or, in the event that the combined  operating  business
has been in business less than two years,  audited financial  statements will be
required  from the  period of  inception  of the  target  acquisition  or merger
candidate.

The selection of a business  opportunity  in which to participate is complex and
risky.  Additionally,  as the  Company  has only  limited  resources,  it may be
difficult to find  favorable  opportunities.  There can be no assurance that the
Company  will be able to identify and acquire any  business  opportunity  in the
automotive  industry which will ultimately prove to be beneficial to the Company
and its shareholders. The Company will select any potential business opportunity
based on management's  business judgment. In the event the Company consummates a
merger  transaction or  acquisition,  the Company  believes that there will be a
change in control in the Company.

The Company  believes  that any merger would  include the new issuance of common
stock in the Corporation to a potential merger  candidate  followed by a reverse
split of the Company's issued common stock thereby  effectively  passing control
of the Company to the merged candidate.

The Company may seek or target a potential merger candidate which is outside the
United States.  It should be noted that there are inherent risks which may arise
for the Company in the event it does engage in a business  transaction with such
an outside entity.  Factors  relevant to  international  laws,  foreign exchange
rates, duties, taxation and political stability of the targeted entity's country
will all be  considered  to determine the impact of such factors on the Company.
In  the  event  the  Company  believes,  in  its  discretion,  that  any  of the
aforementioned  factors create a substantial and uncertain risk for the Company,
then any business transaction with such targeted entity shall not proceed.  Each
targeted  entity  outside the United  States will be evaluated on a case by case
basis by the Company to consider the risks and factors  inherent to consummating
a business transaction with such entity.

The Company has no recent operating  history and no  representation is made, nor
is any  intended,  that the  Company  will be able to carry on  future  business
activities  successfully in the automotive  industry.  Further,  there can be no
assurance  that the  Company  will have the  ability to acquire or merge with an
operating  business,   develop  sustaining  business  opportunities  or  acquire
property that will be of material value to the Company. In this case the company
will seek an acquisition or merger candidate outside of the automotive industry.
In the  opinion of  management,  inflation  has not and will not have a material
affecton  the  operations  of the  Company  as it does  not  currently  have any
significant assets, debt or income.

There is no assurance that the Company will be able to obtain additional funding
when and if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.  The Company will not borrow funds for the purpose of
funding payments to the Company's  promoters,  management or their affiliates or
associates. Any funds borrowed by the Company will be utilized to pay statutory,
legal and accountant fees expended by the Company.

In the event the Company is required or needs to hire  independent  consultants,
the Company  will  consider as criteria for hiring such  consultant  the area of
expertise  which it will require the  consultant to be  knowledgeable  with, the
experience  of the  consultant  in the  particular  field,  the education of the
consultant,  the  cost  to  the  Company  to  retain  such  consultant  and  the
availability  of the  consultant for the purpose of devoting its time and effort
to the Company.

The Company  will not borrow  funds for the  purpose of funding  payments to the
Company's  promoters,  management or their  affiliates or associates.  Any funds
borrowed by the Company will be utilized to pay statutory,  legal and accountant
fees expended by the Company.

The Company does not foresee that any terms of sale of the shares presently held
by officers  and/or  directors of the Company will also be afforded to all other
shareholders of the Company on similar terms and conditions.

Management does not anticipate actively  negotiating or otherwise  consenting to
the  purchase  of any  portion of their  common  stock as a  condition  to or in
connection  with a proposed  merger or  acquisition.  In such an  instance,  all
shareholders are to be treated  equally.  This policy is upheld by the inclusion
of a resolution  of the Board of  Director's  of the  Company,  contained in the
Company's  minutes.  In the event management  wishes to actively  negotiating or
otherwise  consenting  to the purchase of any portion of their common stock as a
condition to or in


<PAGE>

connection with a proposed merger or acquisition, this would need to be
disclosed to the Board of Directors and entered into the Company's minutes. The
company's shareholders will be afforded an opportunity to approve or consent to
any particular stock buy- out transaction or merger.

The Company has not adopted a policy  relating to a cash  finder's fee to anyone
who locates a transaction which is consummated by the Company.  The Company does
not intend to issue securities (debt or equity) as a finder's fee. Finder's fees
will not be payable to  officers,  directors  or promoters of the company and no
action.  For this reason,  no plan of action has  currently  been  undertaken to
prevent any conflict of interest regarding the payment of such fees to officers,
directors or promoters of the company.

There is no  present  potential  that the  Company  may  acquire or merge with a
business  or  company  in which the  Company's  promoters,  management  or their
affiliates or associates,  directly or indirectly,  have an ownership  interest.
Existing corporate policy does not permit such transactions, unless disclosed by
the individual with such interest and consent to by the Board of Directors. This
policy  based  upon  an  understanding  between  management  and  the  Board  of
Directors.  Management is unaware of any circumstances  under which this policy,
through its own initiative, may be changed.

In searching and targeting a merger or acquisition  candidate,  the Company will
analyze  the  financial  viability  of  a  candidate  along  with  its  historic
performance to ascertain the  profitability of a potential  candidate.  Vital to
this analysis shall be the financial statements of the candidate, with attention
to profit/loss  before taxes,  and the  candidates net asset value.  The Company
will not consider a candidate with excessive debt or which is highly  leveraged.
The Company will also  consider the  management  expertise  and  experience of a
candidate.

In the event there is a downturn in the economy,  the Company  believes that the
automotive  industry would  experience a drop in sales. If this occurs at a time
when the Company has not  acquired or merged with an  operating  business or has
not generate substantial revenue, then the Company will re-evaluate its plans as
it  believes  it would not be  financially  sound to  implement  entry  into the
automotive  industry  during a downturn.  The Company however may benefit from a
downturn in the economy as a potential  merger or  acquisition  candidate can be
assessed with a lesser asset  valuation  thereby  affording the company a better
opportunity to consummate a business transaction.

LIQUIDITY

The Company's  viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income.

The Company requires  additional  capital  principally to meet its costs for the
implementation of its business plan, for general and administrative expenses and
to fund costs associated with start up and trading of retail outlets.  It is not
anticipated  that the  Company  will be able to meet its  financial  obligations
through  internal net revenue in the  foreseeable  future.  The Company does not
have a working capital line of credit with any financial institution. Therefore,
future sources of liquidity  will be limited to the Company's  ability to obtain
additional debt or equity  funding.  The Company  anticipates  that its existing
capital resources will enable it to maintain its current implemented  operations
for at least 12 months,  however,  full  implementation  of its business plan is
dependent upon its ability to raise substantial funding. Management's plan is to
find and  consummate a merger or business  acquisition  in order to maximize the
benefit of ownership by shareholders in the Company.

The selection of a business  opportunity  in which to participate is complex and
risky.  Additionally,  as the  Company  has only  limited  resources,  it may be
difficult to find  favorable  opportunities.  There can be no assurance that the
Company will be able to identify and acquire any business opportunity which will
ultimately  prove to be  beneficial  to the  Company and its  shareholders.  The
Company will select any potential  business  opportunity  based on  management's
business judgment.

Because the Company  lacks  funds,  it may be  necessary  for the  officers  and
directors to either  advance  funds to the Company or to accrue  expenses  until
such time as the  Company  begins to  generate  sufficient  income to cover such
expenses.  Management  intends  to hold  expenses  to a  minimum  and to  obtain
services on a contingency basis when possible.  Further, the Company's directors
will forego any  compensation  until such time as the Company begins to generate
sufficient  income to cover  such  expenses.  However,  if the  Company  engages
outside advisors or consultants in search for business opportunities,  it may be
necessary  for the  Company to attempt to raise  additional  funds.  There is no
assurance that the Company will be able to obtain additional funding when and if
needed, or that such funding, if available,  can be obtained on terms acceptable
to the Company.



<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are currently no pending legal proceedings against the company.

Item 2. Changes in Securities

There has been no change in the Company's securities.

Item 3. Defaults upon Senior Securities

There has been no default  in the  payment of  principal,  interest,  sinking or
purchase fund installment.

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

No matter has been  submitted  to a vote of security  holders  during the period
covered by this report.

Item 5. Other information

There is no other  information  to report  which is  material  to the  company's
financial condition not previously reported.

Item 6. Exhibits and Reports on Form 8-K

Exhibits  99.1  Certification  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbannes-  Oxley Act of 2002 99.2  Certification
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbannes- Oxley
Act of 2002



<PAGE>



SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

WESTMINSTER AUTO RETAILERS INC.
(Registrant)
Date: July 22, 2003





                                        By: /s/ B.R. Parker
                                            -----------------
                                            President




<PAGE>



CERTIFICATIONS


Certificate of Chief Executive Officer.

I, Basil R Parker, certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB of  Westminster  Auto
Retailers, Inc.;

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

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14 for the registrant and have:

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


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

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


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

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

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


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


     Date: July 22, 2003                  /s/ Basil R Parker
                                          ----------------------------
                                          Basil R Parker
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)



<PAGE>




Certificate of Chief Accounting Officer.

I, Linden J Boyne, certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB of  Westminster  Auto
Retailers, Inc.;

2.  Based on my  knowledge,  this  annual  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.


 Date:  July 22, 2003                   /s/ Linden J Boyne
                                        ----------------------------
                                        Linden  J Boyne
                                        (Principal Accounting Officer)