WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarter ended March 31, 2003


                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _________ to _________

                        Commission file number 333-61714

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

                       Delaware                                                    13-4125563
                      ----------                                                  ------------
            (State or other jurisdiction of                                     (I.R.S. Employer
            incorporation or organization)                                     Identification No.)

            2750-140 4th Avenue S.W., Calgary, Alberta, Canada                       T2P 3N3
            --------------------------------------------------                      ---------
                 (Address of principal executive offices)                          (Zip Code)

                                                      (403) 266-2787
                                      (Issuer's telephone number, including area code)

                          (Former Name, Former Address and Former Fiscal Year, if Changed since Last Report)

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes |X| No | |

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                      16,433,000 shares as at May 16, 2003

   Transitional Small Business Disclosure Format (check one). Yes   ; No X
                                                                 ---    ---

                               ASSURE ENERGY, INC.
                 MARCH 31, 2003 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

                                                                     Page Number

             Special Note Regarding Forward Looking Statements ............  3

                    PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements .........................................  4

Item 2.      Plan of Operation............................................  11

Item 3       Controls and Procedures......................................  12

                      PART II - OTHER INFORMATION

Item 1.      Legal Proceedings ...........................................  12

Item 2.      Changes in Securities and Use of Proceeds....................  13

Item 5.      Other Information............................................  13

Item 6.      Exhibits and Reports on Form 8-K.............................  14



         To the extent that the information  presented in this Quarterly  Report
on Form  10-QSB  for the  quarter  ended  March 31,  2003,  discusses  financial
projections,  information  or  expectations  about our  products or markets,  or
otherwise   makes   statements   about  future  events,   such   statements  are
forward-looking.  We are making these forward-looking  statements in reliance on
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Although  we  believe   that  the   expectations   reflected   in  these
forward-looking  statements  are based on  reasonable  assumptions,  there are a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from such forward-looking  statements.  These risks and uncertainties
are  described,  among  other  places  in this  Quarterly  Report,  in  "Plan of

         In addition,  we disclaim any obligations to update any forward-looking
statements to reflect events or  circumstances  after the date of this Quarterly
Report.  When considering such  forward-looking  statements,  you should keep in
mind the risks  referenced  above and the other  cautionary  statements  in this
Quarterly Report.




         Consolidated Balance Sheet as at March 31, 2003 (unaudited).............................................. 5

         Consolidated Statements of Operations for the three month periods ended March 31, 2003 and
           2002 (unaudited)....................................................................................... 6

         Consolidated Statements of Cash Flows for the three month periods ended March 31, 2003 and
           2002 (unaudited)....................................................................................... 7

         Notes to Consolidated Financial Statements (unaudited)................................................... 8


                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003


Current Assets:
   Cash                                                                   $  7,532,304
   Accounts receivable and other current assets                              1,519,554

     Total current assets                                                    9,051,858

Restricted cash                                                                 59,001
Property and equipment, net of accumulated depreciation
   and depletion of $1,438,983                                               4,773,703

                                                                          $ 13,884,562


Current Liabilities:
   Accounts payable and accrued expenses                                  $    422,041
   Income tax payable                                                           88,365

     Total current liabilities                                                 510,406

Long term debt                                                               5,209,524
Obligation for site restoration                                                 61,456
Deferred income tax payable                                                     44,919


Commitments and contingencies

Stockholders' Equity:
   Preferred stock:  4,977,250 shares authorized
     Series A; stated value $100, 5% cumulative dividend; 17,500 shares
       authorized, issued and outstanding                                    1,750,000
     Series B; stated value $100, 5% cumulative dividend, 5,250 shares
       authorized, issued and outstanding                                      525,000
   Common stock; $.001 par value, 100,000,000 shares authorized,
     16,433,000 shares issued and outstanding                                   16,433
   Additional paid in capital                                                6,507,193
   Accumulated other comprehensive income                                      501,357
   Accumulated deficit                                                      (1,241,726)

     Total stockholders' equity                                              8,058,257

                                                                          $ 13,884,562

See Notes to Consolidated Financial Statements.


                          THREE MONTHS ENDED MARCH 31,

                                                      2003              2002
                                                   ------------    ------------
   Oil and gas production                          $  1,074,142    $       --
                                                   ------------    ------------
Total royalties expense:
   Crown royalties                                      134,353            --
   Freehold royalties                                    42,706            --
   Gross overriding royalties                            20,009            --
                                                   ------------    ------------
     Total royalties expense                            197,068            --
                                                   ------------    ------------
       Net oil and gas revenue                          877,074            --
                                                   ------------    ------------

   General and administrative                           247,787         105,498
   Operating expense                                    150,946            --
   Interest and bank charges                            182,626            --
   Depletion and site restoration                       579,701            --
                                                   ------------    ------------

     Total expenses                                   1,161,060         105,498
                                                   ------------    ------------
       Loss before provision for income taxes          (283,986)       (105,498)
                                                   ------------    ------------
Provision for income taxes:
   Current                                               85,887            --
   Deferred                                              10,701            --
                                                   ------------    ------------
     Total provision for income taxes                    96,588            --
                                                   ------------    ------------
       Loss from operations                            (380,574)       (105,498)

Other comprehensive income, net of taxes
   Foreign translation gain                             428,658            --
                                                   ------------    ------------
       Comprehensive income (loss)                 $     48,084    $   (105,498)
                                                   ============    ============
Basic loss per common share                        $       (.03)   $       *
                                                   ============    ============
Basic weighted average common shares outstanding     15,757,233      31,326,000
                                                   ============    ============

* Amount is less than $.01

See Notes to Consolidated Financial Statements.


                          THREE MONTHS ENDED MARCH 31,

                                                               2003            2002
                                                           ------------   -------------
Cash flows from operating activities:
Net loss                                                   $  (380,574)   $  (105,498)
   Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and depletion                                476,295           --
     Allowance for site restoration                             18,543           --
     Interest expense on warrants                              181,260           --
     Deferred income taxes                                      16,763           --
   Change in operating assets and liabilities:
     Accounts receivable and other current assets             (311,584)          --
     Accounts payable and accrued expenses                    (606,059)        19,376
     Income tax payable                                         88,365           --
                                                           -----------    -----------
Net cash used in by operating activities                      (516,991)       (86,122)
                                                           -----------    -----------
Cash flows from investing activities:
   Purchases of property and equipment                        (568,412)          --
                                                           -----------    -----------
Cash flows from financing activities:
   Proceeds from long term debt                              4,500,000        100,000
   Proceeds from sale of units                               2,400,750           --
                                                           -----------    -----------
Net cash provided by financing activities                    6,900,750        100,000
                                                           -----------    -----------
Effect of exchange rate changes on cash                        500,203           --
                                                           -----------    -----------
Increase (decrease) in cash                                  6,315,550         13,878
Cash, beginning of period                                    1,216,754         17,289
                                                           -----------    -----------
Cash, end of period                                        $ 7,532,304    $    31,167
                                                           ===========    ===========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                $       759    $      --
                                                           ===========    ===========

See Notes to Consolidated Financial Statements.


                                 MARCH 31, 2003

Note 1 - Nature of Business

          Assure Energy,  Inc. (the "Company") was  incorporated in the state of
          Delaware on August 11,  1999.  The  Company,  through its wholly owned
          Canadian  subsidiaries Assure Oil & Gas Corp. and Westerra 2000, Inc.,
          is engaged in the  exploration,  development and production of oil and
          natural gas  properties  in the  Canadian  providences  of Alberta and

Note 2 - Basis of Presentation

         The  accompanying   unaudited  consolidated  financial  statements  and
         related  footnotes  have  been  prepared  pursuant  to  the  rules  and
         regulations of the Securities and Exchange  Commission for Form 10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         required  by  accounting  principles  generally  accepted in the United
         States of America for complete financial statements.  In the opinion of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered necessary for a fair presentation have been included.  It is
         suggested that these financial  statements be read in conjunction  with
         the  financial   statements  and  footnotes  thereto  included  in  the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         December 31, 2002. The results of operations for the three-months ended
         March 31, 2003 are not necessarily  indicative of the operating results
         that may be expected for the fiscal year ending December 31, 2003.

         The  accompanying  financial  statements  include  the  accounts of the
         Company and its wholly owned subsidiaries. All significant intercompany
         balances and transactions have been eliminated in consolidation.

Note 3 - Pro forma information

         The  following  table  represents  unaudited   consolidated  pro  forma
         information  as if Energy,  Oil and  Westerra  had been  combined as of
         January  1,  2002.  The pro forma data is  presented  for  illustrative
         purposes only and is not necessarily indicative of the combined results
         of operations of future periods or the results that actually would have
         resulted had Energy,  Oil, and Westerra been a combined  company during
         the specified periods.

                                                  Three months Ended
                                                    March 31, 2002

     Oil and gas production                               $   317,706
Total Revenue                                             $   317,706
NET LOSS                                                  $  (178,706)
BASIC LOSS PER COMMON SHARE                               $      (.01)


                                 MARCH 31, 2003

Note 4 - Summary of Significant Accounting Policies

         Stock based compensation

         Effective  January  1,  2003,  the  Company  adopted  the fair value of
         accounting  for stock based  compensation  following the  provisions of
         Statement of Financial  Accounting  Standards No. 148  "Accounting  for
         Stock-Based  Compensation - Transition and  Disclosure" an amendment of
         SFAS No. 123.

                                                                Three Months
                                                               March 31, 2003
Net loss (as reported)                                                     $
Deduct:  Total stock based compensation expense determine
  under the fair value based method for all awards granted,
  modified or settled during the period, net of related taxes           --

Pro forma net loss                                               $  (380,574)

Basic, as reported                                               $      (.03)
Basic, pro forma                                                 $      (.03)

         Use of estimates

         The preparation of consolidated financial statements in conformity with
         accounting  principles  generally  accepted  in the  United  States  of
         America  requires  management to make  estimates and  assumptions  that
         affect  the  reported   amounts  of  assets  and  liabilities  and  the
         disclosure  of  contingent  assets and  liabilities  at the date of the
         financial  statements  and revenues and expenses  during the  reporting
         period. Actual results could differ from those estimates.

         Recent accounting pronouncements

         Management  does not  believe  that any  recently  issued,  but not yet
         effective accounting pronouncements, if currently adopted, would have a
         material effect on the accompanying consolidated financial statements.

Note 5 - Long Term Debt

         On March 15,  2003 the  Company  entered  into a six year  Subordinated
         Promissory Note Payable (the "Subordinated Note") with a foreign entity
         with a principle  balance of $4,500,000.  This Subordinate Note accrues
         interest at  Citibank's  prime rate  (4.25% per annum at  December  31,
         2002)  plus 3.5% per annum.  No  payments  will be due until  March 14,
         2004,  at which time all  accrued and  outstanding  interest is due and
         payable.  Thereafter,  quarterly payments of principle and interest are
         due each June 15,  September 15, December 15 and March 15. This note is
         subordinated to all present and future bank debt of the Company and its
         subsidiaries.  The Company further agreed to issue 450,000 common stock
         purchase  warrants to purchase an equal number of the Company's  common
         stock  with an  exercise  price of $3.10 per share.  The  common  stock
         purchase warrants may be exercised,  at any time, during the five years
         commencing July 1, 2003. The common stock purchase warrants have a fair
         value  at the  grant  date of  $181,260,  which  has been  recorded  as
         interest  expense  in  the  accompanying   consolidated   statement  of


                                 MARCH 31, 2003

Note 6 - Stockholders' Equity

         During February 2003 the Company entered into  Subscription  Agreements
         to sell  1,067,000  units for an  aggregate  of  $2,400,750.  Each unit
         consists of one share of the Company's common stock and one half common
         stock  purchase  warrant.  Each full  warrant  entitles  the  holder to
         purchase one share of the  Company's  common stock at $2.50 per warrant
         share for a period of five years  commencing from the date of issuance,
         February  26, 2003.  The  warrants  have a fair value of at $482,500 at
         March 31, 2003.

Note 7 - Subsequent event

         On  April  7,  2003  the  Company  entered  into an  agreement  with an
         unrelated third party to provide internet public relations services. As
         compensation  for its services  the Company will pay $50,000,  of which
         $25,000  was paid upon the  signing  of the  Consulting  Agreement.  In
         addition, the Company issued 100,000 warrants, exercisable at any time,
         to purchase an equal amount of the Company's  common stock at $3.00 per
         share, expiring on April 7, 2008.



         The  following  discussion of our plan of operation for the next twelve
months  should be read  together  with,  and is qualified in its entirety by the
more  detailed  information,   including  the  financial  statements,  appearing
elsewhere in this document.

         We were  incorporated  on August 11, 1999 in the state of Delaware with
the  objective to license toy designs to toy  manufacturers  and to act as a toy
inventor's  agent in licensing toy designs  developed by others.  We expected to
market  such  toy  designs  by both  direct  meetings  with  toy  manufacturers'
representatives  and  through  a web site  that  could  give  manufacturers  the
opportunity to review  pictures and  descriptions  of new inventions at a single
source to decide  whether a  face-to-face  meeting  would be  useful.  Given the
effect of an overcrowded .com business  environment,  no operations in this area
were  ever  commenced.  Accordingly  we looked  at other  ventures  of merit for
corporate participation as a means of enhancing shareholder value. This strategy
resulted in our April 23, 2002 Acquisition Agreement with Assure Oil & Gas Corp.
("Assure O&G").

         Assure  O&G  is  actively  engaged  in  the  exploration,  development,
acquisition  and  production  of  petroleum  and natural  gas (P&NG)  properties
primarily  located in Western  Canada.  In October 2000 Assure O&G commenced its
oil and  gas  operations  as  part  of an  initiative  to  create  cash  flow by
participating in a Farmout Agreement to drill a prospective  Elkton zone natural
gas well. To date,  Assure O&G has acquired varying  interests,  through farmout
participations, asset purchases, crown land sales and corporate acquisitions, of
both producing and prospective P&NG properties in the Western  Sedimentary Basin
of Western Canada.

         On May 30, 2002 Assure O&G entered into a Share Purchase Agreement with
the 3  shareholders  of  Westerra  2000 Inc.  ("Westerra"),  wherein  Assure O&G
acquired Westerra,  an Alberta,  Canada corporation  engaged in the exploration,
development  and  production  of oil and gas  properties  primarily  located  in
Saskatchewan, Canada.

         We plan to  continue to explore,  develop and acquire  P&NG  properties
over the next twelve months to increase cash flow,  and to build P&NG  reserves.
We  anticipate  engaging in an  exploration  program that could  include  infill
drilling of current proved and producing properties,  seismic  interpretation of
prospective  properties and  exploratory  drilling.  Acquisitions  could include
lands, licenses and leases, producing well bores and corporate acquisitions.  We
also may from time to time  acquire,  or enter into  strategic  alliances  with,
complementary businesses to achieve these objectives.

         We anticipate that our presently  available capital resources  together
with  expected oil and gas cash flow from our  existing  oil and gas  production
will be  sufficient to fund our current oil and gas  operations  during the next
twelve months.  We intend to fund our  acquisition  strategy and new exploration
programs  during the next  twelve  months  from oil and gas cash  flow,  working
capital,  sales of our securities and other available sources of financing.  Our
employee levels are expected to increase during the next twelve months in direct
proportion to the anticipated  expansion of our oil and gas exploration  program
and available cash  resources.  We do not presently  anticipate any purchases or
sales of plant or  significant  equipment  other than the


purchase of pump jacks which are used to enhance oil  production  and  equipment
utilized to transport gas to processing facilities.  Alternatively, we may rent,
lease or subcontract for the use of such equipment. We do no expect to engage in
any material research and development  activities during the next twelve months.
The exploration of and drilling for oil and gas reserves is risky, uncertain and
capital  intensive.  No assurance can be given that we will increase our oil and
gas  operations  to the  extent  we  anticipate  or that if  increased,  our new
acquisitions and exploration programs will prove to be successful.


         Our   principal   executive  and   financial   officer   evaluated  the
effectiveness  of our disclosure  controls and procedures as of a date within 90
days prior to the filing of this report. Based on this evaluation, our principal
executive and financial  officer  concluded that our controls and procedures are
effective in providing  reasonable assurance that the information required to be
disclosed  in this  report  is  accurate  and  complete  and has been  recorded,
processed,  summarized  and  reported  within the time period  required  for the
filing of this report. Subsequent to the date of this evaluation, there have not
been any significant  changes in our internal controls or, to our knowledge,  in
other factors that could significantly affect our internal controls.



         On February  19, 2003 Gary  Freitag,  Garth R. Keyte and Evan  Stephens
filed a  Statement  of Claim  against  Assure  Oil & Gas  Corp.  in the Court of
Queen's Bench of Alberta,  Canada Judicial  District of Calgary seeking judgment
in the sum of CDN$350,0000  (approximately  US $221,000)  together with interest
thereon at the rate of 6% per annum from January 15, 2003. The action relates to
CDN$350,000  that was placed in trust as part of the May 30,2002 Share  Purchase
Agreement between Assure Oil & Gas Corp. and the three  shareholders of Westerra
2000 Inc.  Plaintiffs  claim the money  should have been  released to them on or
about January 15, 2003,  the date of  resolution  of certain title  deficiencies
that existed at the time the Share Purchase Agreement was executed.  On April 9,
2003 we filed a Statement of Defense and  Counterclaim  based upon our assertion
that  certain  of the  Westerra  2000  Inc.  wells  that had been  purchased  in
consideration  of a report that indicated  they were proven and producing  wells
were and are in fact  non-producing  and that the  shareholders  had agreed to a
holdback of the CDN$350,000 pending the wells being brought on to production. We
further  asserted  that since the wells are not on  production  the holdback has
been  forfeited  and  is not  payable.  Our  Counterclaim  seeks  CDN$36,915  as
reimbursement  for costs incurred by us in attempting to bring the non-producing
wells to a producing state;  CDN$200,000  representing estimated future costs to
attempt to bring these wells into production; judgment for the abandonment costs
we will incur if these wells  cannot be brought  into  production;  interest and
litigation  costs.  While we believe  our  position  has merit,  we can offer no
assurance as to the outcome of this matter.

         No  other  legal  proceedings  are  pending  to  which we or any of our
property is subject, nor to our knowledge are any such proceedings threatened.



         Effective  April  7,  2003 we  issued  100,000  5 year  warrants,  each
exercisable  for the purchase of 1 share of our restricted  common at a price of
$3 per share, in consideration of consulting  services.  Piggyback  registration
rights apply with respect to the shares underlying the warrants. These piggyback
registration  rights do not apply to registration  statements relating solely to
employee  benefit  plans,  business  combinations  or changes in  domicile.  The
issuance was made in reliance on the  exemption  from  registration  provided by
Section 4(2) of the Securities Act of 1933, as amended.

         On March 15, 2003 we issued a six-year, $4,500,000 promissory note (the
"Note") together with 450,000 5 year warrants (the "Warrants") to 1 person. Each
Warrant entitles the holder to purchase one share of our common stock at a price
of $3.10 per share  during the five year  period  commencing  July 1, 2003.  The
issuance of the Note and  Warrants  was made in reliance on the  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.

         On February  26, 2003 we  completed a  $2,400,750  equity  financing in
which we sold  1,067,000  units to 2 persons  at a  purchase  price of $2.25 per
unit.  Each unit  consists of 1 share of our common stock and one-half  warrant.
Each full warrant  entitles the holder to purchase one share of our common stock
at a price of $2.50 per share for a period of five years commencing February 26,
2003.  The  stock  comprising  part of the units  was  issued  in May 2003.  The
issuance  of  the  securities  was  made  in  reliance  on  the  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.


         On March 6, 2003 we entered into a share purchase agreement (the "Share
Purchase  Agreement") with 5 shareholders (the  "Shareholders")  of Quarry Oil &
Gas Ltd.,  ("Quarry") an Alberta,  Canada  corporation  respecting  our proposed
purchase of  6,750,000  Quarry  shares from the  shareholders  for an  aggregate
purchase  price of CDN $8,962,650  (approximately  US $5,800,000) or CDN $1.3278
per share. These shares represent 47.28% of Quarry's  outstanding common shares.
The  closing of the Share  Purchase  Agreement,  as  amended,  is subject to the
approval  of  the  TSX  Venture  Exchange,   Quarry's  bank  and  certain  other
conditions.  Quarry is a junior oil and gas exploration and development  company
based on  Calgary,  Alberta  whose  common  shares are listed on the TSX Venture
Exchange under the symbol "QUC".  Quarry's average daily production is currently
approximately  1200 barrels of oil equivalent  per day.  Quarry has a stable oil
production  base in Alberta and has recently  added  significant  gas production
from its  discoveries  in northeast  British  Columbia  where it has access to a
large base of  undeveloped  lands.  It has  developed an extensive  portfolio of
natural gas prospects to facilitate future growth.

         The Share Purchase Agreement contains a covenant by us to engage in one
of the following post closing activities:

     o    present to Quarry an  experienced,  previously  successful  management
          team  for   Quarry,   subject  to  the   reasonable   consent  of  the


     o    make,  within 60 days of closing,  an offer to acquire  the  remaining
          Quarry shares at a price of not less than CDN $1.3278 per share; or

     o    subscribe,  within 90 days of closing, to a material private placement
          of Quarry at a subscription price per share of CDN $1.3278.

         As of May 12, 2003 the transaction has not closed since the TSX Venture
Exchange has yet to grant required approval.  No assurance can be given when, if
ever, such approval will be granted and the transaction will be completed.

         Effective  September  23, 2002 we entered into a  Consulting  Agreement
with Primoris Group, Inc., ("Primoris") an Ontario corporation pursuant to which
Primoris  provided us with corporate media and investor relation  services.  The
agreement  had a 61 week term which was scheduled to expire on November 30, 2003
unless mutually extended.  Under the agreement, we agreed to pay Primoris $5,500
per month.  Further,  effective October 1, 2002, we issued to Primoris an option
to purchase  200,000  shares of our  restricted  common  stock for a period of 2
years from  issuance at a price of $2.75 per share.  The  agreement was mutually
terminated  effective April 28, 2003, at which time Primoris  returned to us all
sums  previously  advanced to it by us for services not yet  delivered,  and the
options were cancelled.


     (a) Exhibits.

         99.1     Certificate of Chief Executive and Financial Officer

     (b) Reports on Form 8-K.



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

                               ASSURE ENERGY, INC.

Dated:  May 19, 2003         By:   /s/ Harvey Lalach
                                      Harvey Lalach
                                      President and Chief Executive Officer



         I, Harvey Lalach, certify that:

     1. I have reviewed this  quarterly  report on Form 10-QSB of Assure Energy,

     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

     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. I am 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  me by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being

          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  my  conclusions  about  the
     effectiveness  of  the  disclosure  controls  and  procedures  based  on my
     evaluation as of the Evaluation Date;

     5.  I  have  disclosed,   based  on  my  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. 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 my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date:  May 19, 2003              /s/ Harvey Lalach
                      Name:      Harvey Lalach
                      Title:     Principal Executive and Financial Officer