United States
                       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 September 30, 2002
                                       or
 ____    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the transition period from _____ to ____

                         Commission File Number 0-13316

                                LASER CORPORATION
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Utah                                              87-0395567
     ---------------------------------------         ---------------------------
       (State of Incorporation)                               (I.R.S. Employer
                                                            Identification No.)
        2417 South 3850 West
          Salt Lake City, UT                                     84120
     ---------------------------------------         ---------------------------
        (Address of principal                                  (Zip Code)
           executive office)
                                 (801) 972-1311
   ---------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
   ---------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (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
                          -----         -----

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date.

Common Stock, .05 Par Value --   1,643,073  shares as of November 7, 2002



                                        1

<PAGE>
                                      INDEX

                       LASER CORPORATION AND SUBSIDIARIES


PART I.  FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets - September 30, 2002 and December 31, 2001.

         Consolidated  Statements of  Operations - Three months ended  September
         30, 2002 and 2001; Nine months ended September 30, 2002 and 2001.

         Consolidated Statements of Cash Flows - Nine months ended September 30,
         2002 and 2001.

         Notes to Consolidated Financial Statements - September 30, 2002.

Item 2.  Management's Discussion and Analysis.

Item 4.  Controls and Procedures

PART II. OTHER INFORMATION
--------------------------

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES
----------

CERTIFICATIONS
--------------

EXHIBITS
--------


                                        2

<PAGE>



PART I. FINANCIAL INFORMATION
Item 1.
                       LASER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                    September 30,        December 31,
ASSETS                                                  2002                2001
------                                               (Unaudited)
                                                    -------------       --------------
<S>                                                 <C>                 <C>
CURRENT ASSETS
  Cash and cash equivalents                         $       2,494       $       26,837
  Receivables, net                                        655,455              474,477
  Inventories                                             352,449              555,669
  Other current assets                                      7,056                3,529
                                                    -------------       --------------
        Total Current Assets                            1,017,454            1,060,512
                                                    -------------       --------------

NON-CURRENT ASSETS
  Equipment and leasehold improvements, net               156,570              199,392
  Other assets                                             35,662               35,662
                                                    -------------       --------------
                                                    $   1,209,686       $    1,295,566
                                                    =============       ==============
LIABILITIES AND
---------------
STOCKHOLDERS' DEFICIT
---------------------

CURRENT LIABILITIES
  Accounts payable                                  $   1,210,001       $    1,079,585
  Accrued expenses                                        311,854              296,513
  Accrued warranty expense                                150,000              140,000
  Current notes payable                                   500,000              500,000
  Current portion of Capital leases                         8,823               11,427
                                                    -------------       --------------
      Total Current Liabilities                         2,180,678            2,027,525
                                                    -------------       --------------

LONG-TERM DEBT                                                  0                7,362
                                                    -------------       --------------
      Total Liabilities                             $   2,180,678       $    2,034,887
                                                    -------------       --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, 10,000,000 shares authorized;
   no shares issued or outstanding;                           ---                  ---
  Common Stock, $.05 par value, 40,000,000 shares
   authorized; 1,643,073 and 1,631,357 shares
   issued, respectively                                    82,154               81,568
  Additional paid-in capital                            2,168,350            2,148,936
  Deferred Compensation                                  (136,800)            (136,800)
  Retained deficit                                     (3,084,696)          (2,833,025)
                                                    -------------       --------------
       Total Stockholders' Deficit                       (970,992)            (739,321)
                                                    -------------       --------------
                                                    $   1,209,686       $    1,295,566
                                                    =============       ==============
</TABLE>


           See accompanying notes to consolidated financial statements


                                        3

<PAGE>


                       LASER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                Three months ended                    Nine months ended
                                            ---------------------------          ---------------------------

                                          Sept. 30,            Sept. 30,         Sept. 30,         Sept. 30,
                                            2002                  2001             2002              2001
                                       ---------------       ------------    ---------------    --------------
<S>                                    <C>                   <C>             <C>                <C>
REVENUES:
  Net sales                            $       515,384       $    669,539    $     1,735,200    $    2,343,338
  Interest and other income                         43                310                129             1,496
                                       ---------------       ------------    ---------------    --------------
                                               515,427            669,849          1,735,329         2,344,834

COSTS AND EXPENSES:
  Cost of products sold                        434,937            569,623          1,420,354         1,936,298
  Selling, general and
    administrative                             155,512            168,874            481,747           768,257
  Research and development                       7,365             44,829             35,526           166,571
  Royalties                                      7,517              8,305             20,553            25,931
  Interest                                       9,016              9,595             28,820            35,881
                                       ---------------       ------------    ---------------    --------------
                                               614,347            801,226          1,987,000         2,932,938
                                       ---------------       ------------    ---------------    --------------

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                          (98,920)          (131,377)          (251,671)         (588,104)

INCOME TAX BENEFIT
   (EXPENSE)                                       ---                ---                ---               ---
                                       ---------------       ------------    ---------------    --------------

NET LOSS                               $       (98,920)      $   (131,377)   $      (251,671)   $     (588,104)
                                       ===============       ============    ===============    ==============

NET LOSS PER SHARE
  - Basic and Diluted                  $          (.06)      $       (.08)   $          (.15)   $         (.36)
                                       ===============       ============    ===============    ==============

   Weighted average number of
    shares of Common Stock
    outstanding - Basic and Diluted          1,643,000          1,631,000          1,642,000         1,630,000
                                       ===============       ============    ===============    ==============
</TABLE>

           See accompanying notes to consolidated financial statements


                                        4

<PAGE>



                       LASER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


                                                       2002            2001
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                          $  (251,671)   $  (588,104)

  Adjustments to reconcile net loss
    to net cash provided from operating
    activities:
      Depreciation and amortization                      42,822         47,867
      Provision for losses on accounts receivable         7,269          3,000
      Stock compensation expense                              0         45,600
  (Increase) decrease in assets:
      Receivables                                      (188,247)       291,877
      Inventories                                       203,220       (148,152)
      Other assets                                       (3,527)         2,806
  Increase (decrease) in liabilities:
      Trade accounts payable and
        accrued expenses                                175,757        365,359
                                                    -----------    -----------
      Net Cash Provided from (Used in)
       Operating Activities                             (14,377)        20,253

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                         0        (22,891)
                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on Capital Leases                             (9,966)        (9,752)
  Proceeds from Sale of Stock                                 0          8,000
                                                    -----------    -----------
     Net Cash Provided from (Used in)
      Financing Activities                               (9,966)        (1,752)
                                                    -----------    -----------

INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                               (24,343)        (4,390)

CASH AND CASH EQUIVALENTS, BEG. OF PERIOD                26,837         38,600
                                                    -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD            $     2,494    $    34,210
                                                    ===========    ===========



           See accompanying notes to consolidated financial statements


                                        5
<PAGE>

                       LASER CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                               September 30, 2002


NOTE A - BASIS OF PRESENTATION

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  to Form  10-QSB  and  Rule 310 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of   America  for  interim  financial  statements.  In  the  opinion  of
management,  all  adjustments  (consisting  only of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three  months and the nine months ended  September  30, 2002 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 2002. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto for the year ended December 31, 2001
included in the Company's Annual Report on Form 10-KSB (file number 0-13316).

NOTE B - RECLASSIFICATIONS

         Certain 2001  financial  statement  amounts have been  reclassified  to
conform to 2002 presentation.

NOTE C - WEIGHTED AVERAGE SHARES

         Loss per common share is computed using the weighted  average number of
common shares  outstanding.  Common  equivalent  shares consist of the Company's
stock options and are considered to be  antidilutive  common stock  equivalents,
determined using the treasury stock method.

NOTE D - SUPPLEMENTAL CASH FLOW INFORMATION

         During the nine month  period  ended  September  30,  2002 the  Company
issued  11,716  shares of common  stock to two board  members  in  exchange  for
$20,000 of  accrued  director's  fees for the year  2001.  During the nine month
period ended  September 30, 2001 the Company issued 1,998 shares of common stock
to two board  members in exchange  for $15,000 of accrued  director's  fees.  In
2001, the Company also issued  Employee  Stock Options and recorded  $182,400 of
deferred  compensation  of which $45,600 was  recognized  during the nine months
ended September 30, 2001.

         Actual cash paid for interest and income taxes are as follows:

                                                            Nine Months
                                                          Ended Sept. 30,
                                                        2002           2001
                                                    -----------    -----------

         Interest                                        2,570           2,923
                                                    -----------    -----------
         Income Taxes                                      ---             ---
                                                    -----------    -----------



                                        6

<PAGE>

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

         This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of  management  as well as
assumptions  made by, and information  currently  available to management.  Such
statements  reflect the current view of the Company respecting future events and
are subject to certain  risks,  uncertainties,  and  assumptions,  including the
risks and uncertainties noted throughout the document.  Although the Company has
attempted to identify  important  factors that could cause the actual results to
differ  materially,  there may be other  factors that cause the  forward-looking
statements not to come true as anticipated,  believed,  projected,  expected, or
intended.  Should one or more of these risks or  uncertainties  materialize,  or
should  underlying  assumptions  prove  incorrect,  actual  results  may  differ
materially from those  described  herein as  anticipated,  believed,  projected,
estimated, expected, or intended.

         The  following  discussion  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto appearing in the Company's
Annual Report on Form 10-KSB (file number 0-13316).


RESULTS OF OPERATIONS
---------------------

Three months ended September 30, 2002.

         Net sales for the three months ended  September  30, 2002 were $515,384
as compared to $669,539  for the same period in 2001,  a decrease of $154,155 or
23 %. This decrease was primarily the result of decreased sales of laser product
and service sales which decreased from $580,131 for the period ending  September
30, 2001 to $458,391 for the same period in 2002, a decrease of $121,740 or 21%.
Medical  products  also  decreased  for the same period from  $89,408 in 2001 to
$56,993 for the period ended September 30, 2002, a decrease of $32,415 or 36%.

         Cost of products  sold for the three  months ended  September  30, 2002
were $434,937 as compared to $569,623 for the same period in 2001, a decrease of
$134,686 or 24%.  This  decrease  was  primarily  the result of the  decrease in
sales. As a percentage of net sales, cost of products sold was 84% for the three
months ended September 30, 2002 as compared to 85% for the same period in 2001.

         Selling,  general,  and  administrative  expenses  for the three months
ended  September  30, 2002 were  $155,512  as compared to $168,874  for the same
period in 2001, a decrease of $13,362 or 8%. This decrease in selling,  general,
and administrative  expenses was primarily the result of decreased marketing and
sales activities associated with medical products.

         Research  and  development  expenditures  for the  three  months  ended
September  30,  2002 were  $7,365 as  compared to $44,829 for the same period in
2001, a decrease of $37,464 or 84%.

         Royalty  expenses for the three months  ended  September  30, 2002 were
$7,517 as compared to $8,305 for the same period in 2001.

         Interest  income and other revenue for the three months ended September
30,  2002 was $43 as  compared  to $310 for the same  period  in 2001.  Interest
expenses  for the three month  period  ended  September  30, 2002 were $9,016 as
compared  to $9,595  during  the same  period  of 2001.  Interest  expenses  are
primarily the result of the interest accrued on two convertible notes payable.


                                        7

<PAGE>

         The Company  recognized a net loss for the three months ended September
30, 2002 of $98,920 or $.06 per share compared to a net loss of $131,377 or $.08
per share for the same period in 2001,  an  improvement  of $32,457 or $. 02 per
share.  This  decrease  in the net loss is  primarily  the  result of  decreased
marketing and sales expenses.


Nine months ended September 30, 2002.

         Net sales for the nine months ended  September 30, 2002 were $1,735,200
as compared to $2,343,338 for the same period in 2001, a decrease of $608,138 or
26%. This decrease was the result of decreased  sales of medical  products which
decreased  from $519,352 for the nine month period ending  September 30, 2001 to
$281,448  for the same  period in 2002,  a decrease of $237,904 or 46% and laser
product and service sales which  decreased from $1,823,986 in 2001 to $1,453,752
for the nine month  period ended  September  30, 2002, a decrease of $370,234 or
20%.

         Cost of products sold for the nine months ended September 30, 2002 were
$1,420,354 as compared to $1,936,298  for the same period in 2001, a decrease of
$515,944 or 27%. This decrease was primarily due to the decrease in sales.  As a
percentage of net sales, cost of products sold was 82% for the nine months ended
September 30, 2002 and were 83 % for the same period in 2001.

         Selling, general, and administrative expenses for the nine months ended
September  30, 2002 were $481,747 as compared to $768,257 for the same period in
2001,  a decrease of $286,510 or 37%.  This  decrease in selling,  general,  and
administrative  expenses was  primarily  the result of decreased  marketing  and
sales activities associated with medical products.

         Research  and  development  expenditures  for  the  nine  months  ended
September  30, 2002 were  $35,526 as compared to $166,571 for the same period in
2001, a decrease of $131,045 or 79%.

         Royalty  expenses  for the nine months  ended  September  30, 2002 were
$20,553 as compared to $25,931 for the same period in 2001, a decrease of $5,378
or 21 %.

         Interest  income and other revenue for the nine months ended  September
30, 2002 was $129 as compared to $1,496 for the same period in 2001,  a decrease
of $1,367 or 91 %. Interest  expenses for the nine month period ended  September
30, 2002 were  $28,820 as  compared  to $35,881  during the same period of 2001.
Interest  expenses  are  primarily  the  result of the  interest  accrued on two
convertible notes payable.

         The Company  recognized a net loss for the nine months ended  September
30,  2002 of  $251,671  or $.15 per share  compared to a net loss of $588,104 or
$.36 per share for the same period in 2001, an  improvement  of $336,433 or $.21
per share.  This  decrease in the net loss was primarily the result of decreased
marketing and sales expenses.


                                        8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         On September 30, 2002, the Company had a deficit in working  capital of
$1,163,224  as compared to a deficit in working  capital of $967,013 at December
31, 2001, a increase in working  capital  deficit of $196,212.  This decrease in
working  capital was primarily the result of the Company's net loss for the nine
month period ended September 30, 2002.

         Cash  equivalents at September 30, 2002 were $2,494 compared to $26,837
on  December  31,  2001,  a decrease  of $24,343 or 91 %. This  decrease in cash
equivalents  was  primarily  a  result  of the  Company's  net loss for the nine
month's ended September 30, 2002. The Company's  continuation as a going concern
is dependent on its ability to generate  sufficient income and cash flow to meet
its  obligations  on a timely basis,  to obtain  additional  financing as may be
required, and ultimately to attain profitability. There is no assurance that the
Company will be successful in its efforts.

ITEM 4.  CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls and procedures

         Based on their  evaluations  as of a date  within 90 days of the filing
date of this report,  the principal  executive  officer and principal  financial
officer of the Company have concluded that the Company's disclosure controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange Act) are effective to ensure that information  required to be disclosed
by the Company in reports that the Company files or submits under the Securities
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods specified in the rules and forms of the SEC.

         (b) Changes in internal controls

         There were no significant changes in the Company's internal controls or
in other  factors  that  could  significantly  affect  these  internal  controls
subsequent to the date of their most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


PART II.  OTHER INFORMATION
          -----------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         1.          Exhibits

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

                     Exhibit 99.2 - Certification Pursuant to 18 U.S.C. Section
                     1350 as adopted pursuant to Section 906 of the Sarbanes -
                     Oxley Act of 2002.

         2.          Reports on Form 8-K.

                     No reports on Form 8-K have been filed during the quarter
                     ended September 30, 2002.


                                        9

<PAGE>

                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.




                                              LASER CORPORATION

Date:   November 13, 2002                     /s/ B. Joyce Wickham
       -------------------------              ----------------------------------
                                              B. Joyce Wickham
                                              President, Chief Executive Officer
                                              and Director

Date:   November 13, 2002                     /s/ Mark L. Ballard
      -------------------------               ----------------------------------
                                              Mark L. Ballard
                                              Vice President, Treasurer,
                                              Assistant Secretary and Director


                                       10

<PAGE>

                  CERTIFICATION PURSUANT TO RULE 13A-14 OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002


         I, B. Joyce Wickham certify that:

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

         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  or  registrant's  board  of  directors  (or  persons  performing  the
evaluation 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.

     November 13, 2002                        /s/ B. Joyce Wickham
     -----------------                        ----------------------------------
         (Date)                               B. Joyce Wickham
                                              President, Chief Executive Officer
                                              and Director



                                       10

<PAGE>

                  CERTIFICATION PURSUANT TO RULE 13A-14 OF THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002


         I, Mark L. Ballard, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of Laser
Corporation,

         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  or  registrant's  board  of  directors  (or  persons  performing  the
evaluation 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.

     November 13, 2002                        /s/ Mark L. Ballard
     -----------------                        --------------------------------
             (Date)                           Mark L. Ballard
                                              Vice President, Treasurer,
                                              Assistant Secretary and Director


                                       11

<PAGE>