Washington, D. C. 20549

                               Form 10-QSB/A

(Mark One)
...X..	Quarterly report under section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended  June 30, 2003

.......	Transition report under section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the transition period from
        ____________________ to ______________________.

                        Commission File No:  000-30717

                          E-SMART TECHNOLOGIES, INC.
                  (Name of small business in its charter)

           Nevada				         88-0409261
(State or other jurisdiction of incorporation)      (IRS Employer Id. No.)

             1810 Old Oakland Road, Suite F, San Jose, CA 95131
              (Address of Principal Office including Zip Code)

                 Issuer's telephone Number:  (408) 321-0408

Indicate by check mark whether the Registrant (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 (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 ( ) No ( X)

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

   Common Stock, $.001 par value 182,907,990 shares at June 30, 2003.

Transitional Small Business Disclosure Format (Check one):  Yes ____  NO _X_

                        E-SMART TECHNOLOGIES, INC.
                FORM 10-QSB/A - QUARTER ENDED JUNE 30, 2003

PART I	FINANCIAL INFORMATION	                                        2

Item 1.	Financial Statements	                                        2

        Condensed Balance Sheets at June 30, 2003 and June 30, 2002	3
	Condensed Statements of Operations for the Six Months Ended
	   June 30, 2003 and June 30, 2002                              4
	Condensed Statements of Cash Flows for the Six Months
	   Ended June 30, 2003 and June 30, 2002	                5
	Notes to Financial Statements	                                6
Item 2.	Management's Discussion and Analysis                            8
Item 3.	Controls and Procedures                                        11

PART II	OTHER INFORMATION                                              12

Item 2.	Changes in Securities	                                       11
Item 5	Other Information                                              12
Item 6.	Exhibits and Reports on Form 8-K	                       12

        SIGNATURES                                                     13

        EXHIBITS                                                       14

                       PART I - FINANCIAL INFORMATION


The unaudited condensed balance sheet of the Registrant as of June 30, 2003
 and June 30, 2002, and the unaudited condensed statements of operations
and cash flows for the six months ended June 30, 2003, and June 30, 2002
follow.  The financial statements reflect all adjustments that are, in the
opinion of management, necessary to a fair statement of the results for the
interim periods presented.


                        E-SMART TECHNOLOGIES, INC.

                         CONDENSED BALANCE SHEETS

                                               June 30         June 30
                                                 2003            2002
                                              -----------     -----------
                                              (Unaudited)     (Unaudited)
Current assets:
    Cash                                      $    46,163     $         -
    Prepaid expenses and other current assets       3,146             792
                                              -----------     -----------
             Total current assets                  49,309             792
 Furniture, equipment and leasehold
    improvements-net                               57,771               -
                                              -----------     -----------
             Total assets                     $   107,080     $       792
                                              ===========     ===========

Liabilities and stockholders' equity
Current liabilities:
    Accounts payable                              101,807          15,367
    Other accrued expenses                          7,182           3,042
                                              -----------     -----------
             Total current liabilities            108,989          18,409
Long term liabilities:
    Loans payable                                 270,601         243,823
                                              -----------     -----------
             Total liabilities                    379,590         262,232
                                              -----------     -----------

Stockholders' equity
  Common stock, $.001 par value:
    Authorized shares - 200,000,000
      Issued and pitstanding shares - 182,907,990
      at June 30, 2003 and 186,397,200
      at June 30 2002                             182,908         186,397
  Additional paid-in capital                    2,233,492       1,082,603
  Retained earnings                            (2,688,910)     (1,530,440)
                                              -----------     -----------
  Total stockholders' equity                     (272,510)       (261,440)
                                              -----------     -----------
             Total liabilities and
             stockholders' equity             $   107,080     $       792
                                              ===========     ===========

See accompanying notes to Financial Statements.


                       E-SMART TECHNOLOGIES, INC.


                                                   Six months ended
                                                        June 30
                                                  2003             2002
                                             --------------  --------------
Net sales                                    $           -   $           -
Cost of sales                                            -               -
                                             --------------  --------------
Gross profit                                 $           -   $           -

Selling, general and administrative expenses       811,486          22,598
                                             --------------  --------------
Income (loss) from operations                     (811,486)        (22,598)
Interest expense                                     2,188               -
                                             --------------  --------------
Income (loss) before taxes                        (813,674)        (22,598)
Income tax (benefit) provision                           -               -
                                             --------------  --------------
Net (loss) income                            $    (813,674)  $     (22,598)
                                             ==============  ==============

Earnings per share
      Basic                                  $       (0.00)  $       (0.00)
                                             ==============  ==============
      Diluted                                $       (0.00)          (0.00)
                                             ==============  ==============

Weighted average number
   of common shares outstanding:

      Basic                                    187,838,322     186,397,200
                                             ==============  ==============
      Diluted                                  235,562,322     203,147,200
                                             ==============  ==============

See accompanying notes to Financial Statements.


                      e-SMART TECHNOLOGIES, INC.


                                                   Six months ended
                                                        June 30
                                                  2003             2002
                                             --------------  --------------
Operating activities
Net (loss) income                            $    (813,674)  $     (22,598)
Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities:
    Depreciation and amortization                      980               -
    Changes in operating assets and
      Prepaid expenses and other current assets      4,483               -
      Accounts payable                              53,122          13,478
      Other accrues expenses                          (432)          2,169

                                             --------------  --------------
Net cash provided by (used in) operating
  activities                                 $    (755,521)  $      (6,951)

Investing activities
Purchase of furniture, equipment and
  leasehold improvements                           (58,750)              -
                                             --------------  --------------
Net cash used in investing activities              (58,750)              -

Financing activities
Proceeds from issuance of common stock             848,803               -
Proceeds from loans                                 11,429           6,951
                                             --------------  --------------
Net cash provided by financing activities          860,232           6,951
                                             --------------  --------------
Increase (decrease) in cash and
  cash equivalents                                  45,961               -
Cash and cash equivalents at beginning
  of period                                            202               -
                                             --------------  --------------
Cash and cash equivalents at end
  of period                                  $      46,163   $           -
                                             ==============  ==============

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
     Income txes                             $           -   $           -
     Interest                                            -               -
                                             ==============  ==============

See accompanying notes to Financial Statements.


                       E-SMART TECHNOLOGIES, INC.


Note 1:  Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions to Form
10-QSB and Regulation S-B.  Accordingly, they do not include all information
and footnotes required by accounting principles generally accepted in the
United States for complete financial statements.  In the opinion of
management, all adjustments, consisting of normal recurring accruals,
considered necessary for a fair presentation of the results of operations
for the periods presented have been included.

The financial data at June 30, 2003, is derived from the books and records
of the Registrant. The Registrant has not filed an Annual Report on Form
10-KSB since management assumed control of the Registrant in October 2000.
The Registrant's last audited financial statements were filed with the
Registrant's Form 10-SB 12G on May 30, 2000.  Interim results are not
necessarily indicative of results for the full year.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could differ
from those estimates.

Note 2: Earnings (loss) per Share

Earnings (loss) per share, basic, is computed based on the weighted
average number of common shares outstanding for the period.  Earnings per
share, diluted, is computed based on the weighted average number of common
and potentially dilutive common equivalent shares outstanding for the
period.  A reconciliation is as follows:
                                                   Six months ended
                                                        June 30
                                                  2003             2002
                                             --------------  --------------
Net income                                   $    (813,674)  $     (22,598)

Weighted average number of common shares:
     Basic                                     187,838,322     186,397,200
     Effect of dilutive securities-
       stock options                            47,724,000      16,750,000
                                             --------------  --------------
     Diluted                                   235,562,322     203,147,200
                                             ==============  ==============
Earnings per share
      Basic                                  $       (0.00)  $       (0.00)
      Effect of dilutive securities          $        0.00   $       (0.00)
                                             ==============  ==============
      Diluted                                $       (0.00)          (0.00)
                                             ==============  ==============

Note 3:  Estimates and Assumptions

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


Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

Except for the historical information contained herein, the matters
addressed in this Item 2 constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such
forward-looking statements are subject to a variety of risks and
uncertainties, including those discussed below under the heading "Factors
That May Affect Future Results" and elsewhere in this Quarterly Report on
Form 10-QSB, that could cause actual results to differ materially from
those anticipated by the Registrant's management.  The Private Securities
Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor"
provisions for forward-looking statements.  All forward-looking statements
made in this Quarterly Report on Form 10-QSB are made pursuant to the Act.

The following should be read in conjunction with the Registrant's financial
statements and related notes thereto provided under Item 1-Financial
Statements above.

Results of Operations

The following tables set forth statements of income data and relative
percentages of net sales for the periods indicated (dollar amounts in
thousands, except per share amounts).

                                             Six months ended June 30
                                          2003                   2002
                                    ------------------  -------------------
                                     Amount   Percent     Amount   Percent
                                    -------- ---------  --------- ---------

Net sales                           $      -  100.0%    $       -   100.0%
Gross profit                               -     N/M            -      N/M
Selling, general and
  administrative expenses            811,486     N/M      (22,598)     N/M
Income (loss) from
  operating expenses                (811,486)    N/M      (22,598)     N/M
Interest expense                       2,188     N/M            -      N/M
Income (loss) before taxes          (813,674)    N/M      (22,598)     N/M
Net (loss) income                   (813,674)    N/M      (22,598)     N/M

Earnings per share
  Basic                             $      -            $       -
  Diluted                           $      -            $       -

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002.


Net loss increased from $22,598, or $0.00 per diluted share, for the six
months ended June 30, 2002 to a loss of $813,674 or $0.00 per diluted share,
for the same period this year, primarily as a result of increased selling,
general and administrative expense.

Liquidity and Capital Resources

The Registrant's primary capital requirements are for continued research
and development and the introduction and marketing of new or technologically
improved smart card products and related systems.  For the foreseeable
future, management intends to continue to rely upon private financing to
fund its currently anticipated cash requirements.  There can be no assurance
that this form of financing will continue to be available on terms favorable
to the Registrant or on any terms.

Critical Accounting Policies and Use of Estimates

The Registrant's significant accounting policies are described in Note 1 of
this Report.  In preparing financial statements, the Registrant is required
to make estimates and judgments which affect the results of its development
stage activities and the reported value of assets and liabilities. Actual
results may differ from these estimates. The Registrant believes that the
indicated policies require significant judgments and estimates in the
preparation of its condensed financial statements.


(a) Evaluation of Disclosure Controls and Procedures

The Registrant is now commencing to maintain controls and procedures
designed to ensure that information required to be disclosed in the reports
that the Registrant files or submits under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon their evaluation of past controls and
procedures performed within 90 days of the filing date of this report, the
Chief Executive and Chief Financial officer of the Registrant concluded
that the Registrant's disclosure controls and procedures were inadequate
and instituted changes such that adequate controls and procedures would be
maintained on a going forward basis.

(b) Changes in Internal Controls

Other than as mentioned above, the Registrant has made no significant
changes in its internal controls or in other factors that could
significantly affect these controls subsequent to the date of the
evaluation of those controls by the Chief Executive and Chief Financial

                     PART II - OTHER INFORMATION


Delinquent Filings

The Registrant is delinquent in its reporting obligations under the
Securities Exchange Act of 1934, as amended (the "34 Act").  Aside from
three Current Reports on Form 8-K, the last periodic report filed by the
Registrant under the 34 Act was the Registrant's Form 10-QSB for the nine
months ended September 30, 2000.  The Registrant has agreed with the
Securities and Exchange Commission to utilize its best efforts to prepare
and file its Form 10-QSB for the six months ended June 30, 2003, as well
as its Annual Report on Form 10-KSB for the fiscal year ending December 31,
2003, on a timely basis.

Factors That May Affect Future Results

The Registrant's short and long-term success is subject to many factors
that are beyond the Registrant's control.  Stockholders and prospective
stockholders in the Registrant should consider carefully the following risk
factors, in addition to other information contained in this report. As
previously indicated, this Report on Form 10-QSB contains forward-looking
statements, which are subject to a variety of risks and uncertainties. The
Registrant's actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors
including those set forth below.

No Operating History or Revenue and Minimal Assets

The Registrant has never had any operating history nor any revenues or
earnings from operations.  The Registrant has no significant assets or
financial resources. In all likelihood, the Registrant will continue to
incur pre-operating expenses without corresponding revenues for the
foreseeable future.  This may result in the Registrant continuing to incur
a net operating loss which will increase continuously until it can generate
cash flow from operations.  There can be no assurance that the Registrant
will be successful in developing its proposed smart card operations or that
the Registrant will ever become profitable.

The Registrant has Limited Capital Resources

The Registrant has very limited working capital and is dependent upon
proceeds derived from private securities offerings for funds for the
continuation of its proposed smart card business.  Currently, the
Registrant does not have any existing credit facilities or similar bank
borrowing arrangements. The Registrant will need to obtain additional
financing in order to carry out its entire business plan.  There can be no
assurance that any additional financing will be available to the Registrant
on acceptable terms, if at all. If the Registrant raises additional funds
by issuing additional equity securities, further dilution to existing equity
holders may result. If adequate additional funds are not available, the
Registrant may be required to curtail significantly its long term business
objectives and the Registrant may not be able to transition out of the
development stage.

It Is Difficult to Evaluate the Registrant's Business and Prospects because
it does Not Have any Operating History

Present management assumed control of the Registrant in October 2000. Since
that date, the Registrant has not generated any revenue from operations and
the success of its proposed plan of operation will depend to a great extent
on the ability of management to successfully.


implement an untested business model with limited capital.  The
Registrant's short existence and its lack of working capital make it
difficult to evaluate the Registrant's current business and prospects or
to accurately predict its future revenue or results of operations.  The
Registrant's revenue and income potential as well as its business strategy
continue to be unproven.  The ultimate success or failure of this endeavor
may wind up being dependent upon numerous factors beyond the control of
the Registrant's management.

The Registrant Is Undercapitalized and May Be Unable to Continue its
Business unless it Raises Money

If the Registrant is to survive, it will need to generate proceeds from one
or more proposed private offerings of a minimum of $5,000,000 or make other
provisions to secure operating capital in that amount.  There can be no
assurance that either of these courses of action will ever occur or occur
in time for the Registrant to develop its proposed smart card or continue
with its business strategy. Accordingly, and until the Registrant
consummates one or more financings, of which there can be no assurance, it
is subject to all of the risks inherent in starting a new business
enterprises including the potential loss of all monies invested and without
the Registrant having ever commenced revenue generating operations.

The Registrant May Not Be Able to Operate Successfully if it is Unable to
Hire Qualified Additional Personnel

The success of the Registrant may largely be dependent on the personal
efforts and abilities of its management and its ability to attract and
retain qualified key personnel in the future.  None of the Registrant's
management team has ever operated a smart card business or has any
experience with the contract manufacture and marketing of smart card
products. In addition to performing their regular duties, the Registrant's
management must spend a significant amount of time devising strategies to
execute its untested business model.

Because the Registrant Intends to Purchase Parts that are used in the
Assembly of its Smart Cards Internationally, its Business is Sensitive to
Risks Associated with International Business

It is expected that the Registrant's smart cards will be manufactured to
its design specifications by independent factories located primarily the
USA but comprised of parts that will be sourced from Japan, Korea, Germany,
France and China. Although preliminary relationships have been established,
no firm supply agreements have been executed. As a result, a portion of the
Registrant's business is expected to be subject to the risks generally
associated with doing business abroad, such as foreign governmental
regulations, currency fluctuations, adverse conditions including epidemics,
natural disasters, social or political unrest, disruptions or delays in
transportation or customs clearance, local business practices and changes
in economic conditions in countries in which its clothing suppliers are
located. The Registrant cannot predict whether it will be successful in
establishing business relationships with foreign.

The Highly Competitive Business in which the Registrant Intends to Operate
May Impair its Ability to Generate, Maintain and Grow its Sales and Results

The smart card business is highly competitive and dominated by very large
corporate competitors that have substantially greater financial, marketing
and other resources than the Registrant has or may ever expect to have.
The Registrant may not be able to compete successfully in its proposed
business against such giants.  This competition may reduce sales and gross
margins, increase operating expenses and decrease profit margins.


The Registrant Commenced Litigation

On February 27, 2003, the Registrant filed the first of an expected series
of both state and federal law suits in connection with, among other things,
the stream of false and malicious allegations made by certain parties
against the Registrant; its President, Mary Grace; and its System Architect
and technology co-inventor, Wayne Drizin that lead to the since dismissed
complaint against Ms. Grace and Mr. Drizin brought by the U.S. Attorney's
Office for the Southern District of New York. The initial complaint as
filed by e-Smart is against named and unnamed individuals for "Conspiracy
to Interfere with Prospective Economic Advantage, Conspiracy to Slander
and Defame, Conspiracy to Breach Fiduciary Duties and for Punitive
Damages."  The Complaint seeks compensatory damages of "not less than one
billion dollars" in addition to unspecified "Punitive Damages" against
those that lied to the U.S. Attorney's Office in an effort to discredit the
 Registrant's products and personnel so as not to have to compete in the
marketplace against same and to manipulate the stock price of and to
otherwise do damage to the Registrant, its affiliates and its key personal.

In order to realize a broader range of jurisdiction, the initial state
action was voluntarily dismissed by the Registrant and re-filed in Federal
Court for the Southern District of New York.

This litigation is in its early stages and while the Registrant believes
that it has a meritorious case, there can be no certainty as to the outcome
of same or of the Registrant's ability to eventually collect any judgment(s)
awarded, if any.  In light of the Registrant's lack of capital, the expense
of this litigation may have an adverse effect on the Registrant's ability
to conduct its proposed smart card business.

The Registrant's Parent Controls the Registrant

At  August 31, 2003, the Registrant's parent, IVI Smart Technologies, Inc.,
a Delaware corporation ("IVI"), effectively owned approximately 70% of the
Registrant's outstanding shares of Common Stock.  Accordingly, IVI
effectively has the ability to control the outcome on all matters requiring
stockholder approval, including, but not limited to, the election and
removal of directors, and any merger, consolidation or sale of all or
substantially all of the Registrant's assets, and to control the
Registrant's management and affairs.

Damage to the Registrant's Computer Systems Could Severely Hamper its
Ability to Manage Business

The Registrant anticipates that its smart card operations will become
dependent upon its ability to acquire, install, operate, maintain and
protect a comprehensive computer system, on which it is expected to rely
to program its smart cards and conduct all other proprietary applications,
systems, and functions, as well as other aspects of its expected smart card
business. It is expected that this comprehensive and integrated system will
be installed in the Registrant's facility in the United States. These
systems and the Registrant's operations are vulnerable to damage or
interruption from:
   - Any natural or other damage to this system such as from fire, floods,
earthquakes, power loss, telecommunications failures, and similar events
would disrupt its proposed business for an indeterminate length of time;


   - Power loss, computer systems failures, internet and telecommunications
or data network failure, operator negligence, improper operation by or
supervision of employees, physical and electronic loss of data and similar
events; and
   - Computer viruses, penetration by hackers seeking to disrupt operations
or misappropriate information and other breaches of security.

The Registrant intends to minimize these risks by the use of multiple
mirror systems, backup facilities and other redundant systems.
Nevertheless any failure that causes an interruption in the Registrant's
operations could result in reduced net profits, if any.

The Market for the Registrant's Common Stock is Volatile

The Registrant's Common Stock is thinly traded making it difficult to sell
large amounts.  The market price of the Registrant's Common Stock is likely
to be volatile and could be subject to significant fluctuations in response
to factors such as quarterly variations in operating results, operating
results which vary from the expectations of securities analyst and
investors, changes in financial estimates, changes in market valuations of
competitors, announcements by the Registrant or its competitors of a
material nature, additions or departures of key personnel, future sales of
Common Stock and stock volume fluctuations.  Also, general political and
economic conditions such as a recession or interest rate fluctuations may
adversely affect the market price of the Registrant's Common Stock.

The Registrant Has Not Conducted any Formal Marketing or Research Study

The Registrant's success will be materially dependent upon its ability to
successfully market and sell its smart cards.  However, and despite the
Registrant's extensive due diligence investigations and internal research
and development activities, the Registrant has not conducted or commenced
an independent market or research study.  There can be no assurance that
demand will exist for the Registrant's smart cards or that the Registrant's
business strategy is sufficiently unique that it application will generate
profitable sales in its initial application, upon which its entire business
expansion plans are based.

The Registrant Has Never Paid a Dividend

The Registrant has paid no dividends on its Common Stock since its
inception and presently intends to continue to retain all earnings, if any,
for use in its business.  Investors who anticipate the need for either
immediate or future income by way of cash dividends from their investment
should refrain from investing in the Registrant's securities.

Nevada Law Permits the Limitation on Directors' Liability

Pursuant to the Registrant's Certificate of Incorporation and under Nevada
law, directors of the Registrant are not liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for dividend payments or stock repurchases
illegal under Nevada law or any transaction in which a director has derived
an improper personal benefit.


The Smart Card Industry is Characterized by Rapid Technological Change

The Registrant is expected to compete against a number of companies, many
of which have longer operating histories, established markets and far
greater financial, advertising, research and development, manufacturing,
marketing, personnel and other resources than the Registrant currently has
or may reasonably be expected to have in the foreseeable future.  This
competition may have an adverse effect on the ability of the Registrant to
expand its operations or operate profitability.  The smart card industry
is highly competitive and subject to rapid technological change.  The
Registrant's future performance will depend in large part upon its ability
to become and remain competitive and to develop, manufacture and market
acceptable products in these markets.  Competitive pressures may
necessitate price reductions which can adversely affect revenues and
profits.  If the Registrant is not competitive in its ongoing research and
development efforts, its smart card products may become obsolete, or be
priced above competitive levels. Although management believes that, based
upon their expected performance and price, the Registrant's smart card
products will be attractive to many customers in many market segments,
there can be no assurance that competitors will not introduce comparable
or technologically superior products which are priced more favorably than
the Registrant's smart card products.

The Registrant Needs to Hire Additional Personnel

The success of the Registrant proposed smart card business depends largely
upon the ability of the Registrant to attract and retain key management and
other personnel to conduct its current and future operations.  The
inability to attract or the loss of services of key personnel could have a
material adverse impact on the Registrant.  The Registrant is required to
add and train personnel, continuously evaluate its management structure,
expand its management information systems and control its operating
expenses.  The Registrant is dependent upon the abilities of its current
and future executive officers. The inability to attract top executives or
the loss of their services could have a material adverse impact on the
ultimate viability of the Registrant.

The Registrant is Presently Dependent upon Two People

The success of the Registrant will depend to a large extent on the services
and efforts of its two executive and operating officers and its chief
inventor, Mary Grace and Tamio Saito. The Registrant's loss of the services
 of any one of these key persons is likely to have a material adverse
effect on the Registrant's operations and future profitability. In the
event of the untimely demise, unavailability or disability of any key
personnel, there can be no assurance that the Registrant will be able to
secure a successor of equivalent talent and experience.

The Registrant has No Key Man Insurance

The Registrant does not presently carry any key man life insurance. The
Registrant intends to purchase key man life insurance on the lives of its
key personnel as soon as it is financially able. Upon purchase of this
insurance, the Registrant will pay the premiums and be the sole beneficiary.
The lack of key man coverage and the lack of other such insurance may have
a material adverse effect upon the Registrant's business if not obtained on
a timely basis.


Conflicts of Interest Exist Among the Registrant's Management

Certain officers, Directors and key personnel of the Registrant may engage
in other business activities similar or dissimilar to those engaged by the
Registrant.  To the extent that such persons engage in such other
activities and without violating their fiduciary obligation to the
Registrant, they may have possible conflicts of interest in diverting
opportunities to other companies, entities or persons with which they are
or may be associated or have an interest, rather than divert such
opportunities to the Registrant. The Registrant may be adversely affected
should these individuals so choose.


(a)  Exhibits:

	  99.1  Certification Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002
	  99.2 	Certification Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002

(b)  Reports on Form 8-K:



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


By:     /s/_Mary Grace___________
Mary Grace, Chief Executive Officer

November 14, 2003