SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended            March 31, 2003
                                          ----------------------

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

    For the transition period from        to
                                     ---------              ---------

                          Commission File No. 811-08469

                               ACORN HOLDING CORP.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                  59-2332857
--------------------------------------------------------------------------------
(State or other jurisdiction of                       (IRS Employer Identifi-
incorporation or organization)                                     cation No.)

               599 Lexington Avenue, New York, New York 10022-6030
--------------------------------------------------------------------------------
 (Address of principal executive offices)                           (Zip code)

Issuer's telephone number, including area code  (212) 536-4089
                                                --------------------
                                       N/A

Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

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 past 12 months (or
for such shorter  period that the issuer was required to file such  reports) and
(2) has been subject to such filing  requirements for the past 90 days.
          Yes       X          No
             -------------         ------------

APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of
each of the  issuer's  classes of common  equity,  as of the latest  practicable
date:  1,573,942  shares of common  stock,  $.01 par value,  as of May 14,  2003
(which reflects the two-for-five reverse stock split effective April 19, 1999).


<PAGE>

<TABLE>

                      Acorn Holding Corp. and Subsidiaries

                       CONSOLIDATED INTERIM BALANCE SHEETS


<CAPTION>

                                                              March 31,   December 31,
                                                                2003        2002
                                                             ------------ ------------
                                                              (unaudited)
<S>                                                           <C>          <C>

CURRENT ASSETS
   Cash and cash equivalents                                  $ 572,225    $ 753,785
   Investment securities                                         13,698       14,230
   Accounts receivable - trade                                   64,680      106,548
   Inventories                                                1,712,922    1,852,319
   Prepaid expenses                                             119,699       40,321
                                                             ------------  -----------

       Total current assets                                   2,483,224    2,767,203
                                                             ------------  -----------

MACHINERY AND EQUIPMENT, net of accumulated depreciation of
   $2,269,581 and $2,144,940, respectively                    2,694,938    2,819,579
                                                             ------------  -----------

OTHER ASSETS
   Other investments                                              9,108        9,108
   Miscellaneous receivable                                       2,300            0
                                                             ------------  -----------
                                                                 11,408        9,108

                                                             $5,189,570   $5,595,890
                                                             ============ ============

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                           $ 205,810   $  106,727
   Accrued expenses
     Salaries                                                   993,989      858,383
     Other                                                       73,058       93,947
   Line of credit                                               375,000      375,000
                                                             ------------ ------------

       Total current liabilities                              1,647,857    1,434,057
                                                             ------------ -------------

STOCKHOLDERS' EQUITY
   Common stock                                                  15,856       15,856
   Additional paid-in capital                                11,786,229   11,786,229
   Accumulated deficit                                       (8,248,511)  (7,628,923)
   Accumulated other comprehensive income                         2,108        2,640
                                                             ------------ ------------
                                                              3,555,682    4,175,802
   Treasury stock, at cost                                      (13,969)     (13,969)
                                                             ------------- ------------

       Total stockholders' equity                             3,541,713    4,161,833
                                                             ------------ ------------

                                                             $5,189,570   $5,595,890
                                                             ============ ============
</TABLE>

                                       2
<PAGE>

<TABLE>

                      Acorn Holding Corp. and Subsidiaries

                  CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

                                Three months ended March 31,
                                        (unaudited)

<CAPTION>

                                                                2003        2002
                                                              ----------  ------------
<S>                                                           <C>          <C>

Net sales                                                     $ 471,067    $ 1,204,808
                                                              ---------    -----------

Costs and expenses
Cost of sales                                                   770,572      1,022,824
Selling, general and administrative                             316,660        388,030
                                                              ----------   -----------
                                                              1,087,232      1,410,854
                                                              ------------ -----------

Operating loss                                                 (616,165)      (206,046)
                                                              ------------ ------------


Interest income (expense)                                        (3,423)         3,329
                                                              ------------ ------------

Loss before income tax expense                                 (619,588)      (202,717)
                                                              ============ ============

Income tax (benefit) expense                                          0        (48,479)
                                                              ------------ ------------

Net loss                                                      $(619,588)   $  (154,238)
                                                              ============ ============

Loss per share (basic and diluted)                            $   (0.39)   $     (0.10)
                                                              ============ ============

Weighted average shares outstanding - basic                   1,573,946      1,686,642
                                                              ============ ============

Weighted average shares outstanding - diluted                 1,573,946      1,585,642
                                                              ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

<TABLE>

                      Acorn Holding Corp. and Subsidiaries

 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
                                     INCOME

                     From January 1, 2003 to March 31, 2003 (unaudited)

<CAPTION>

                                                                         Accumulated
                                                Additional                  other
                                     Common      paid-in    Accumulated comprehensive Treasury
                                      Stock      Capital     Deficit       Income       Stock       Total
                                    ---------   ---------   ---------   -----------   ---------   -------------
<S>                                 <C>         <C>         <C>           <C>          <C>        <C>

Balance at January 1, 2003          $  15,856   $11,786,229 $(7,628,923)  $  2,640     $(13,969)  $  4,161,833

Comprehensive loss
   Net loss                               -           -        (619,588)         -            -       (619,588)
Net unrealized loss on investments
   in securities available-for-sale       -           -           -           (532)           -           (532)
                                    ---------   ---------   ---------   -----------   ---------   -------------
   Total comprehensive loss                                                                           (620,120)
                                    ---------   ---------   ---------   -----------   ---------   -------------


Balance at March 31, 2003           $  15,856   $11,786,229 $(8,248,511)  $  2,108     $(13,969)  $  3,541,713
                                     ========    ==========  ==========    =======      =======    ===========
</TABLE>

                                                               4
<PAGE>



<TABLE>

                      Acorn Holding Corp. and Subsidiaries

                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

                          Three months ended March 31,
                                   (unaudited)



<CAPTION>

                                                                2003        2002
                                                              ----------  ---------
<S>                                                           <C>         <C>

Cash flows from operating activities
   Net loss                                                   $(619,588)  $(154,238)
   Adjustments to reconcile net income to net cash
       used in operating activities
     Depreciation and amortization                              124,641     112,184
     Deferred income taxes (benefit)                                  0     (18,828)
     (Increase) decrease in assets
       Accounts receivable                                       41,868     (21,700)
       Inventories                                              139,397     104,823
       Prepaid expenses and other assets                        (81,678)    (61,895)
     Increase (decrease) in liabilities
       Accounts payable                                          99,083     (48,407)
       Accrued expenses                                         114,717      41,353
                                                              ---------   ---------

         Net cash used in operating activities                 (181,560)    (46,708)

Cash flows from investing activities
   Purchase of machinery and equipment, including deposits            0    (211,930)
   Proceeds from redemption of investments                            0      (1,273)
                                                              ---------   ----------

         Net cash used in investing activities                        0    (213,203)
                                                              ---------   ----------


         NET DECREASE IN CASH AND
            CASH EQUIVALENTS                                   (181,560)   (259,911)

Cash and cash equivalents at beginning of period                753,785   1,476,244
                                                              ---------   ----------

Cash and cash equivalents at end of period                    $ 572,225  $1,216,333
                                                              =========  ===========
</TABLE>



The accompanying notes are an integral part of these statements.

                                       5
<PAGE>


             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                 March 31, 2003

                                   (Unaudited)


NOTE A - ORGANIZATION AND PURPOSE

Acorn  Holding  Corp.  (Acorn) was  incorporated  under the laws of the State of
Delaware on September 8,  1983. Acorn is a holding company for its  wholly-owned
subsidiaries,  Recticon  Enterprises,  Inc.  (Recticon) and AI Liquidating Corp.
Recticon is organized to engage in the business of manufacturing  and processing
of silicon wafers for the semiconductor  industry.  AI Liquidating  Corp. is an
inactive subsidiary.

NOTE B - BASIS OF PRESENTATION

The  Company's  financial  statements  have been  prepared  in  conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate  continuation  of the Company as a going  concern.  Unless cash flow
improves substantially in the next few months, the Company believes that it will
require a significant  infusion of capital to maintain its operations.  Although
negotiations are presently being conducted to obtain an infusion of capital,  no
assurance  can be given that the Company will be able to obtain such infusion of
capital.

Interim financial  statements  reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the periods. The
2002  balance  sheet has been  derived  from the  audited  financial  statements
contained in the 2002 Annual Report to  Stockholders.  These  interim  financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally required by accounting
principles  generally accepted in the United States of America.  The results for
the three  months  ended March 31, 2003 are not  necessarily  indicative  of the
results to be  expected  for the full  year.  Reporting  developments  have been
updated where appropriate.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

On July 20,  2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  141,   "Business
Combinations",  and SFAS No. 142, "Goodwill and Intangible Assets". SFAS No. 141
eliminates  the use of the pooling  method of accounting and requires the use of
purchase accounting for all business combinations initiated after June 30, 2001.
It also provides guidance on purchase  accounting  related to the recognition of
intangible  assets  separate from goodwill.  SFAS No. 142 changes the accounting
for goodwill from an amortization method to an impairment-only  approach.  Under
SFAS  No.  142,  goodwill  will  be  tested  annually  and  whenever  events  or
circumstances occur indicating that goodwill might be impaired. SFAS No. 141 and
SFAS No. 142 are effective for all business  combinations  completed  after June
30, 2001.

As of December 31,  2001,  the  beginning of fiscal 2002,  the Company no longer
amortizes  goodwill.  The Company's  goodwill is subject to an annual impairment
test,  using a  two-step  process.  If  impairment  losses  are  required  to be
recognized  upon  the  initial  application  of this  statement,  they  would be
accounted for as a cumulative

                                       6
<PAGE>

                      Acorn Holding Corp. and Subsidiaries

       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 2003

                                   (Unaudited)

                                   (Continued)




NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS - Continued


effect of the change in  accounting  principles.  The Company has  completed the
transitional  impairment  tests  prescribed  by  the  Statement,  with  goodwill
impairment  recorded during the third quarter of 2002 and as of January 1, 2002.
(See Note D, Change in Accounting Principle)

In August  2001,  the FASB issued  SFAS 143,  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143 applies to all  entities,  including  rate-regulated
entities  that  have  legal  obligations  associated  with the  retirement  of a
tangible  long-lived  asset  that  result  from  acquisition,  constructions  or
development and (or) normal  operations of the long-lived asset. The application
of this Statement is not limited to certain specialized industries,  such as the
extractive or nuclear industries. This Statement also applies, for example, to a
company that  operates a  manufacturing  facility and has a legal  obligation to
dismantle the manufacturing plant and restore the underlying land when it ceases
operation of that plant. A liability for an asset retirement  obligation  should
be recognized if the  obligation  meets the definition of a liability and can be
reasonably  estimated.  The initial  recording should be at fair value. SFAS No.
143 is effective  for  financial  statements  issued for fiscal years  beginning
after June 15, 2002, with earlier application encouraged.  The provisions of the
Statement did not have a material  impact on the financial  condition or results
of operations of the Company.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 retains the existing  requirements
to recognize and measure the impairment of long-lived assets to be held and used
or to be disposed of by sale.  However,  SFAS No. 144 makes changes to the scope
and certain measurement  requirements of existing accounting guidance.  SFAS No.
144 also  changes  the  requirements  relating  to  reporting  the  effects of a
disposal  or  discontinuation  of a  segment  of a  business.  SFAS  No.  144 is
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001 and interim periods within those fiscal years. The adoption of
this Statement did not have a significant  impact on the financial  condition or
results of operations of the Company.

In April 2002,  SFAS No. 145,  "Rescission of FASB Statements Nos. 4, 44 and 64,
Amendment of FASB No. 13, and Technical  Correction",  was issued. This standard
changes the accounting principles governing  extraordinary items by, among other
things, providing more definitive criteria for extraordinary items by clarifying
and, to some extent, modifying the existing definition and criteria,  specifying
disclosure for extraordinary  items and specifying  disclosure  requirements for
other unusual or infrequently  occurring  events and  transactions  that are not
extraordinary  items. SFAS No. 145 is effective for financial  statements issued
for fiscal years  beginning after June 15, 2002. The provisions of the Statement
did not  have a  material  impact  on the  financial  condition  or  results  of
operations of the Company.

                                       7
<PAGE>


       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED

                                 March 31, 2003

                                   (Unaudited)

                                   (Continued)




NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS - Continued


In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities"  (SFAS 146).  SFAS 146 requires  companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
SFAS 146 is effective  prospectively for exit and disposal activities  initiated
after  December  31,  2002.  As the  provisions  of SFAS  146 are to be  applied
prospectively  after adoption  date, the Company cannot  determine the potential
effects that the adoption of SFAS 146 will have on its financial statements.

In December  2002,  the FASB issued SFAS No.  148,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION  -  TRANSITION  AND  DISCLOSURE.  SFAS No. 148 amends SFAS No. 123,
ACCOUNTING  FOR  STOCK-BASED  COMPENSATION,  to provide  alternative  methods of
transition for a voluntary change to the fair  value-based  method of accounting
for  stock-based  employee  compensation.  In addition,  SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The expanded annual disclosure  requirements and the transition provisions
are  effective  for fiscal  years ending  after  December 15, 2002.  The interim
disclosure  provisions are effective for financial reports containing  financial
statements for interim  periods  beginning after December 15, 2002. The adoption
of SFAS No.  148 did not  have a  material  effect  on the  Company's  financial
position, results of operations or cash flows.

                                       8
<PAGE>


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

      Certain  statements  in this Form 10-QSB may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  including those concerning  management's  expectations with respect to
future financial  performance and future events,  particularly relating to sales
of  current  products.   Such  statements   involve  known  and  unknown  risks,
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company, which could cause actual results and outcomes to differ materially from
those  expressed  herein.  These  statements  are often,  but not  always,  made
typically by use of words or phrases such as  "estimate,"  "plans,"  "projects,"
"anticipates,"  "continuing," "ongoing," "expects," "believes," or similar words
and phrases. Factors that might affect such forward-looking statements set forth
in this Form 10-QSB include,  among others:  (i) increased  competition from new
and existing  competitors and pricing  practices from such  competitors and (ii)
general  industry  and  economic  conditions.   Any  forward-looking  statements
included  in this  Form  10-QSB  are made only as of the date  hereof,  based on
information  available  to the  Company as of the date  hereof,  and  subject to
applicable law to the Company,  the Company  assumes no obligation to update any
forward-looking statements.

      Sales for the three-month  period ended March 31, 2003 decreased  $773,741
from the  three-month  period ended March 31, 2002. The Company had an operating
loss of $616,165 for the  three-months  ended March 31, 2003,  as compared to an
operating loss of $206,046 for the comparable prior year period.

      The  principal  reason  for the  decrease  in  profitability  was due to a
decreased demand for the Company's products. Due to the economic slowdown in the
industry, the outlook for the next several months continues to remain poor.

      Sales of the Company's  products will primarily  depend upon,  among other
things:  (i) demand for its existing  product  line,  especially,  among its two
major  customers;  (ii) pricing  level and  competition;  and (iii) the cyclical
nature of the Company's business.

      Unless the Company's  sales increase  substantially,  the Company does not
believe it will achieve profitability during fiscal year 2003.

      Financial Condition - Unless cash flow improves  substantially in the next
few months, the Company believes that it will require a significant  infusion of
capital to maintain its operations.  Although  negotiations  are presently being
conducted to obtain an infusion of capital,  no assurance  can be given that the
Company will be able to obtain such infusion of capital.

   Summary of Critical Accounting Policies

   REVENUE RECOGNITION

      The Company ships products to customers based on FOB shipping  point,  and
as such recognizes sales on the date of shipment.

   VALUATION OF INVENTORY

      The Company's  inventories are stated at the lower of cost or market. Cost
is determined by the first-in, first-out method.

      From  time to time in both  written  reports  and oral  statements  by the
Company's senior  management,  we may express our expectations  regarding future

                                        9
<PAGE>

performance by the Company.  These  "forward-looking  statements" are inherently
uncertain,  and investors  must recognize that events could turn out to be other
than what senior management expected.

ITEM 3.    Controls and Procedures

      The management of the Company, including Stephen A. Ollendorff as Chairman
and Chief Executive Officer and Larry V. Unterbrink as Treasurer, have evaluated
the  Company's  disclosure  controls and  procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date"). Under
rules  promulgated  by the  Commission,  disclosure  controls and procedures are
defined as those controls or other  procedures of an issuer that are designed to
ensure that  information  required to be  disclosed by the issuer in the reports
filed  or  submitted  by it  under  the  Exchange  Act is  recorded,  processed,
summarized and reported,  within the time periods  specified in the Commission's
rules and forms.  Based on the evaluation of the Company's  disclosure  controls
and procedures,  Messrs.  Ollendorff and Unterbrink  determined  that, as of the
Evaluation  Date,  such  controls  and  procedures  were  effective.  Since  the
Evaluation  Date,  there have not been any significant  changes in the Company's
internal  controls  or in other  factors  that could  significantly  affect such
controls.


                                     PART II
                                OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

      99.1  Certification  of the Chief Executive  Officer Pursuant to 18 U.S.C.
            Section   1350,   as  adopted   pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.

      99.2  Certification  of the  Principal  Financial and  Accounting  Officer
            Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K:

     There  were no reports on Form 8-K filed by the  Company  filed  during the
quarter ended March 31, 2003.

                                       10
<PAGE>



                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                              ACORN HOLDING CORP.



Date: May 14, 2003                            /s/Larry V. Unterbrink
                                              ----------------------------------
                                              Larry V. Unterbrink, Treasurer
                                              (Principal Financial and
                                              Accounting Officer)


                                              /s/Stephen A. Ollendorff,
                                              ----------------------------------
                                              Stephen A. Ollendorff,
                                              Chairman, Chief Executive Officer,
                                              and Secretary

                                       12
<PAGE>

                                 CERTIFICATION

I, Stephen A. Ollendorff, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Acorn Holding
      Corp.;

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

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

4.    The registrant's other certifying 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 it's
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;

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

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

1.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors:

        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

2.    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 14 , 2003

                                       /s/Stephen A. Ollendorff
                                       -----------------------------------------
                                       Stephen A. Ollendorff
                                       Chairman and Chief Executive Officer

                                       13
<PAGE>

                                  CERTIFICATION

I, Larry V. Unterbrink, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Acorn Holding
      Corp.;

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

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

4.    The registrant's other certifying 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 conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors:

        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 14, 2003

                                       /s/Larry V. Unterbrink
                                       -----------------------------------------
                                       Larry V. Unterbrink
                                       Treasurer

                                       14