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

                                   FORM 10-QSB

              [x] Quarterly Report Pursuant to Section 13 or 15(d)
                         Securities Exchange Act of 1934
                    for Quarterly Period Ended March 31, 2003

                                      -OR-

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities And Exchange Act of 1934
            for the transaction period from ___________ to _________

                        Commission File Number 333-70663

                                  CONNECTIVCORP
                    (formerly known as Spinrocket.com, Inc.)

             (Exact name of registrant as specified in its charter)


                   Delaware                   06-1529524
        ----------------------------------------------------------------
      (State or other jurisdiction of (I.R.S. Employer Identification Number)
                                         incorporation or organization)


           750 Lexington Avenue, 24th Floor, New York, New York 10022
     -----------------------------------------------------------------------
               (Address of principal executive offices, Zip Code)



                                 (212) 750-5858
     ----------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Check  whether the issuer (1) 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 [X] No [ ]

The number of outstanding  shares of the  registrant's  common stock,  par value
$.001 as of May 15, 2003 is 11,077,061.







                         CONNECTIVCORP AND SUBSIDIARIES
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 2003
                                TABLE OF CONTENTS
                                                                                                             

PART I - FINANCIAL INFORMATION                                                                                 PAGE
                                                                                                               ----

Item 1.  Financial Statements (unaudited)
                   Consolidated Balance Sheet ...................................................................3
                   Consolidated Statements of Operations.........................................................4
                   Consolidated Statements of Cash Flows.........................................................5
                   Notes To Consolidated Financial Statements ...................................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations...................9

Item 3.  Controls and Procedures................................................................................11

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings          ............................................................................11
Item 2.  Changes in Securities and Use of Proceeds..............................................................11
Item 3.  Defaults Upon Senior Securities........................................................................11
Item 4.  Submission of Matters to a Vote of Security Holders....................................................11
Item 5.  Other Information          ............................................................................11
Item 6.  Exhibits and Reports on Form 8-K.......................................................................12
         Signatures.............................................................................................12
         Certifications.........................................................................................13


                                       2





PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

                                                        CONNECTIVCORP
                                                 CONSOLIDATED BALANCE SHEET
                                                         (UNAUDITED)


                                                                                 March 31,
                                                                                   2003
                                                                        ----------------------------
                                                                               

                                             ASSETS
                                            --------

CURRENT ASSETS:

   Cash and cash equivalents                                             $                  131,443

   Prepaid expenses                                                                           4,954
                                                                        ----------------------------


        Total Assets                                                     $                  136,397
                                                                        ============================

                              LIABILITIES AND STOCKHOLDERS' DEFICIT
                              -------------------------------------
CURRENT LIABILITIES:

   Accounts payable and accrued expenses                                 $                  460,245

   Loans payable                                                                            175,000
   Loans payable - officers                                                                  20,134
                                                                        ----------------------------


     Total Current Liabilities                                                              655,379
                                                                        ----------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
   Preferred Stock, $.001 par value

   10,000,000 shares authorized,  Series D , none issued                                          -
   Common Stock, $.001 per value

   40,000,000 shares authorized, 11,077,061 issued and outstanding                           11,077
   Additional paid in capital                                                            19,598,628
   Accumulated deficit                                                                 (20,088,687)
                                                                        ----------------------------

                                                                                          (478,982)

   Less: stock subscription receivable                                                     (40,000)
                                                                        ----------------------------

        Total Stockholders' Deficit                                                        518,982
                                                                        ----------------------------


        Total Liabilities and Stockholders' Deficit                      $                 136,397
                                                                        ============================



 The accompanying notes are an integral part of these consolidated statements.
                                       3






                                                     CONNECTIVCORP
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                          FOR THE THREE MONTHS ENDED MARCH 31,
                                                      (UNAUDITED)

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


Revenues                                                  $                            -   $                       3,500


General and administrative expenses                                            (144,155)                       (290,658)
                                                          ------------------------------- -------------------------------


Operating loss                                                                 (144,155)                       (287,158)


Interest income                                                                        -                             153
                                                          ------------------------------- -------------------------------


Net loss                                                  $                    (144,155)  $                    (287,005)
                                                          =============================== ===============================


 Net loss per common share- basic and diluted             $                       (0.01)   $                      (0.07)
                                                          =============================== ===============================

Weighted average shares outstanding:

basic and diluted                                                             11,077,061                       4,252,350
                                                          =============================== ===============================


The accompanying  notes are an integral part of these  consolidated  statements.
All share and per share  amounts  have been  adjusted  to  reflect  the 1 for 10
reverse stock split in March 2002.

                                       4




                                                   CONNECTIVCORP
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       FOR THE THREE MONTHS ENDED MARCH 31,
                                                    (UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                             $(144,155)         $(287,005)
   Adjustments to reconcile net loss
      to net cash used in operating activities:

        Stock-based compensation                                                -            153,872
        Changes in assets and liabilities:

          Prepaid expenses                                                 (4,954)            (3,067)

          Accounts payable and accrued expenses                            92,175             (6,557)
                                                                     ----------------- ------------------


             Net cash used in operating activities                        (56,934)          (142,757)
                                                                     ----------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:


   Proceeds from issuance of common stock                                                    95,000

   Proceeds from loans payable                                            150,000                 -

   Proceeds from loans payable - officers                                  20,134                 -
                                                                     ----------------- -------------------


             Net cash provided by financing activities                    170,134            95,000
                                                                     ----------------- -------------------


NET CHANGE IN CASH AND CASH EQUIVALENTS                                   113,200           (47,757)

CASH AND CASH EQUIVALENTS, beginning of period                             18,243            89,861
                                                                     ----------------- -------------------


CASH AND CASH EQUIVALENTS, end of period                             $    131,443          $ 42,104
                                                                     ================= ===================

NON-CASH INVESTING AND FINANCING ACTIVITIES


Stock issued in satisfaction of accounts payable                     $          -          $42,292
                                                                     ================= ===================

The accompanying  notes are an integral part of these  consolidated  statements.
All share and per share  amounts  have been  adjusted  to  reflect  the 1 for 10
reverse stock split in March 2002.



                                       5


                         CONNECTIVCORP AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

Note 1 - Basis of Presentation

     As used in these  financial  statements,  the term the "Company"  refers to
     ConnectivCorp and its consolidated subsidiaries.

     The accompanying unaudited and unreviewed consolidated financial statements
     of the Company have been prepared  pursuant to the rules of the  Securities
     and Exchange  Commission.  Certain  information  and  footnote  disclosures
     normally included in financial  statements prepared in accordance with U.S.
     generally  accepted  accounting  principles  have been condensed or omitted
     pursuant  to such  rules  and  regulations.  These  consolidated  financial
     statements  should be read in conjunction with the  consolidated  financial
     statements and notes thereto included in the Company's Form 10-KSB.  In the
     opinion of management,  the accompanying  consolidated financial statements
     reflect all adjustments,  which are of a normal recurring nature, necessary
     for a fair presentation of the results for the periods presented.

     The results of  operations  presented  for the three months ended March 31,
     2003, are not necessarily  indicative of the results to be expected for the
     year ending December 31, 2003.

Note 2 - Net Loss Per Common Share

     Basic net loss per common share  ("Basic  EPS") is computed by dividing net
     loss by the weighted average number of common shares  outstanding.  Diluted
     net income per common  share  ("Diluted  EPS") is computed by dividing  net
     income by the weighted  average number of common shares and dilutive common
     share equivalents then outstanding.

     Basic and  Diluted  EPS are the same for the three  months  ended March 31,
     2003 and 2002,  as Diluted EPS does not include the impact of stock options
     and warrants then  outstanding,  as the effect of their  inclusion would be
     antidilutive.

     The  following  table  summarizes  the  equivalent  number of common shares
     assuming the related options and warrants that were outstanding as of March
     31,  2003 and  2002 had been  converted.  These  were not  included  in the
     calculation of diluted loss per share, as such shares are antidilutive:

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

          Stock options                              -                        -
          Warrants                             146,608                  146,608
                                     ------------------      -------------------

          Common Stock Equivalents             146,608                  146,608
                                     ==================      ===================

     Options to purchase 10,333 and 479,613 shares of common stock, and warrants
     to purchase  26,863 and 387,911 shares of common stock for the three months
     ended March 31, 2003 and 2002, respectively, were not included in the above
     table because the exercise price of those options and warrants were greater
     than the  average  market  price of the  common  shares.  The  options  and
     warrants were still outstanding at the end of the period.


                                        6



                         CONNECTIVCORP AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

     Note 3 - Loans payable - shareholders

     During the three months ended March 31, 2003,  officers of the Company have
     advanced $20,134. The loans bear interest at 6%.

     Note 4 - Loans payable

     During March 2003,  the Company  entered into a loan agreement of $150,000.
     The loan is convertible  under certain  conditions into common stock of the
     Company at $0.10 per share.  The Company is in the process of continuing to
     raise capital either through the private placement of equity or debt.

     Note 5 - Accounting for Stock Based Compensation

     Effective  January  1, 2003, the Company adopted the fair value recognition
     provisions  of Statement of Financial Accounting Standards ("FAS") No. 123,
     "Accounting  for  Stock-Based  Compensation"  prospectively to all employee
     awards  granted, modified, or settled after January 1, 2003. Prior to 2003,
     the  Company  accounted  for  stock-based  employee  compensation under the
     recognition  and  measurement provisions of APB Opinion No. 25, "Accounting
     for Stock Issued to Employees," and related interpretations. No stock-based
     employee  compensation cost is reflected in 2003 and 2002 net income, as no
     awards were granted during the three month periods ended March 31, 2003 and
     2002.  The  following table illustrates the effect on net loss and loss per
     share as if the fair value based method had been applied to all outstanding
     and  unvested  awards  in  each  period.



                                            2003               2002
                                         -------------   ----------------
        Net loss - as reported           ($144,155)           (287,005)
        Net loss - Pro-forma             ($144,155)           (222,501)

        Basic and diluted loss
          Per common share
            As reported                    $(0.01)             $(0.07)
            Pro-forma                      $(0.01)             $(0.07)

                                       7



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
     the  Company's  Financial   Statements  and  the  notes  thereto  appearing
     elsewhere in this report.  This report contains  statements that constitute
     forward-looking  statements  within the meaning of the  Private  Securities
     Litigation  Reform Act of 1995. The Company  cautions that  forward-looking
     statements are not guarantees of future  performance  and involve risks and
     uncertainties,  and that  actual  results  may differ  materially  from the
     statements  that  constitute  forward-looking  statements  as a  result  of
     various factors.

     The Company was incorporated in Delaware on May 8, 1998 under the name "SMD
     Group,  Inc." In January 1999, the Company changed its name to "CDbeat.com,
     Inc." On April 19, 2000, the Company's name was changed to "Spinrocket.com,
     Inc."  On  September   11,  2000,   the  Company   changed  its  name  from
     Spinrocket.com,  Inc.  to  "ConnectivCorp"  because  this new  name  better
     described the Company's then strategic  direction.  The Company's  business
     model was to facilitate the online connection  between  targeted,  profiled
     consumers and marketers  desiring to reach those consumers.  As its initial
     focus, the Company formed a new wholly-owned  subsidiary,  ConnectivHealth,
     in order to facilitate its connectivity model in the healthcare field.

     UNCERTAINTY

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in the normal  course of  business.  The Company has a limited
     operating history, and since its inception in 1998 has incurred substantial
     losses.  The  Company's  accumulated  deficit  as  of  March  31,  2003  is
     approximately  $20  million.  To date,  the Company has not  generated  any
     revenue from its previously  proposed  business model,  which  contemplated
     selling  pharmaceutical  and  other  healthcare  companies  access  to  the
     Company's   aggregated   users.   The  Company   incurred  a  net  loss  of
     approximately  $144  thousand and $287  thousand for the three months ended
     March 31, 2003 and 2002,  respectively,  while cash and cash equivalents at
     March  31,  2003  totaled  approximately  $131,000.   These  matters  raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.  The  Company's  continued  existence  is  dependent  upon several
     factors  including  the  Company's  ability to raise  additional  equity or
     locate a merger or business partner.

     The following discussion and analysis compares the results of the Company's
     continuing  operations  for the Three Months ended March 31, 2003 and March
     31, 2002.

     ACCOUNTING POLICIES

     The following  accounting policies are important to an understanding of the
     operating  results  and  financial  condition  of the Company and should be
     considered  as an integral  part of the financial  review.  For  additional
     accounting policies,  see Note 1 to the consolidated  financial statements,
     "Significant Accounting Policies."

     ESTIMATES AND ASSUMPTIONS
     -------------------------

     In preparing the financial information, the Company used some estimates and
     assumptions that may affect reported amounts and disclosures. Estimates are
     used when accounting for depreciation,  amortization,  impairment of assets
     and  asset  valuation  allowances.   We  are  also  subject  to  risks  and

                                       9


     uncertainties  that may  cause  actual  results  to differ  from  estimated
     results,  such  as  legislation,  regulation  and  the  ability  to  obtain
     financing. Certain of these risks and uncertainties are discussed elsewhere
     in Management's Discussion and Analysis.


     THREE MONTHS ENDED MARCH 31, 2003
     ---------------------------------

     The Company  generated no revenues from  operation  during the three months
ended March 31, 2003.

     For the three  months ended March 31, 2003 and 2002,  the Company  reported
the following:


                                                                                                 


               Net loss                                                $              (144,155)   $              (287,005)
                                                                       =========================  =========================


                Net loss per common share- basic and diluted           $                 (0.01)    $                (0.07)
                                                                       =========================  =========================


     For the three months ended March 31,2003,  the Company  reported a net loss
     of  $144,155.  General  and  administrative  expenses  include  expenses of
     approximately $26,400 for professional fees; $80,600 for salary and related
     expenses,  $1,000 for  insurance,  $7,500 for rent,  $800 for  interest and
     $27,900 of office expenses.

     For the three months ended March 31,2002,  the Company  reported a net loss
     of  $287,005.  General  and  administrative  expenses  include  expenses of
     approximately  $8,300 for professional fees; $60,500 for salary and related
     expenses, $94,000 for consultants,  $26,000 for insurance,  $7,500 for rent
     and $64,000 for  compensation  costs  recognized in  connection  with stock
     options.


     THREE MONTHS ENDED MARCH 31, 2002
     --------------------------------

     The Company  generated $3,500 in revenues from operations  during the three
     months ended March 31, 2002.

     For the three  months ended March 31, 2002 and 2001,  the Company  reported
     the following:

               Net loss                                                $                          $
                                                                         (287,005)                  (1,074,340)
                                                                       =========================  =========================


                Net loss per common share- basic and diluted           $ (0.07)                   $ (0.50)
                                                                       =========================  =========================


     For the three months ended March 31,2002,  the Company  reported a net loss
     of  $287,005.  General  and  administrative  expenses  include  expenses of
     approximately  $8,300 for professional fees; $60,500 for salary and related
     expenses, $94,000 for consultants,  $26,000 for insurance,  $7,500 for rent
     and $64,000 for  compensation  costs  recognized in  connection  with stock
     options.

     For the three months ended March 31, 2001, the Company reported a loss from
     continuing  operations of $1,074,340.  General and administrative  expenses
     include  expenses of which  approximately  $59,000 for  professional  fees;
     $120,000 for salary-related  expenses,  $274,000 for consultants,  $250,000
     for amortization of acquired software, magazines and goodwill, and $234,000
     for compensation costs recognized in connection with stock options issued.

                                       10


     LIQUIDITY AND CAPITAL RESOURCES

     In the three  months  ended  March 31,  2003,  $56,934  of cash was used in
     operating  activities.  Funds  were  used  to pay the  Company's  operating
     expenses.  $170,134 of cash was generated  from the proceeds  loans from an
     outside third party and officers of the Company.

     ITEM 3  - CONTROLS AND PROCEDURES

             EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
             ------------------------------------------------

             Our chief  executive  officer  and  chief  financial  officer  have
             reviewed and evaluated the effectiveness of our disclosure controls
             and  procedures  (as defined in Rules  13a-14 and 15d-14  under the
             Securities Exchange Act of 1934 (the "Exchange Act")), as of a date
             within  ninety  days  before the filing of this  quarterly  report.
             Based on that  evaluation,  the chief  executive  officer and chief
             financial  officer  have  concluded  that  our  current  disclosure
             controls and  procedures  are effective to ensure that  information
             required to be  disclosed  by us in reports  that we file or submit
             under the  Exchange  Act is recorded,  processed,  summarized,  and
             reported  within the time  periods  specified  in the  Commission's
             rules and forms.

             CHANGES IN INTERNAL CONTROLS.
             ----------------------------

             There  have  not  been  any  significant  changes  in our  internal
             controls or in other factors that could significantly  affect these
             controls subsequent to the date of their evaluation.  There were no
             significant  deficiencies  or  material  weakness  in the  internal
             controls, and therefore no corrective actions were taken.

PART II -- OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

         None

ITEM 2 - CHANGES IN SECURITIES

         None


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable

ITEM 5 - OTHER INFORMATION

         None

                                       11




ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Not applicable

                  (b) Reports on Form 8-K

                      On April 11, 2003,  the Company filed a report on Form 8-K
                      regarding the  appointment  of  Israeloff,  Trattner & Co.
                      P.C. as its independent  certified public  accountants for
                      the resignation of Patrusky, Mintz & Semel.




                                    SIGNATURE

         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.


                                    CONNECTIVCORP

Dated:  May 15, 2003          by: /S/ ELLIOT GOLDMAN
                                  ------------------
                                 Elliot Goldman
                                 President and Chief Executive Officer


                                       12




                                  CERTIFICATION
                                  -------------

I, Elliot Goldman, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of ConnectivCorp;

     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 period  presented  in this
       quarterly report;

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

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

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

        c) presented  in  this  quarterly   report  our  conclusion   about  the
           effectiveness of the disclosure  controls and procedures based on our
           evaluation as of the Evaluation Date;

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

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

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

     6.The registrant's  other  certifying  officer and I have indicated in this
       quarterly  report  whether  or not  there  were  significant  changes  in
       internal  controls or in other  factors that could  significantly  affect
       internal controls  subsequent to the date of our most recent  evaluation,
       including any corrective actions with regard to significant  deficiencies
       and material weaknesses.


Date:  May 15, 2003


/S/ ELLIOT GOLDMAN
--------------------
Elliot Goldman
President and Chief Operating Officer

                                       13



                                  CERTIFICATION

I, Robert Ellin, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of ConnectivCorp;

     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 period  presented  in this
       quarterly report;

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

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

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

        c) presented  in  this  quarterly   report  our  conclusion   about  the
           effectiveness of the disclosure  controls and procedures based on our
           evaluation as of the Evaluation Date;

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

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

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

     6.The registrant's  other  certifying  officer and I have indicated in this
       quarterly  report  whether  or not  there  were  significant  changes  in
       internal  controls or in other  factors that could  significantly  affect
       internal controls  subsequent to the date of our most recent  evaluation,
       including any corrective actions with regard to significant  deficiencies
       and material weaknesses.

Date:  May 15, 2003

  /S/ ROBERT ELLIN
------------------
Robert Ellin
Chairman

                                       14