SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

<R>
FORM 10-QSB/A-1
</R>

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2002

OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACTFor the transition period from _______ to _______

Commission file number 0-15415

GLOBAL CASINOS, INC.

| | Utah(State or other jurisdiction
of incorporation or organization) | 87-0340206I.R.S. Employer
Identification No.
| | ------------------------------------------------------------------ | --------------------------------------------

5455 Spine Road, Mezzanine East, Boulder, Colorado 80301(Address of Principal Offices)               (Zip Code)

Registrant's telephone number, including area code:     (303) 527-2903

______________________________________________________________________
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 Exchange Act during the last 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

As of March 17, 2003, the Registrant had 2,431,360 shares of its Common Stock outstanding.

Transitional Small Business Disclosure Format (check one)   Yes [  ]  No [ X ]

INDEX
PART I -- FINANCIAL INFORMATION

<R>

|Item 1.     | Financial Statements                                                                                                         | Page
|----------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|            | Consolidated Balance Sheet as of September 30, 2002
(Unaudited)                                                              | 4   
|            | Consolidated Statements of Operations for the three months ended 
     September 30, 2002 and September 30, 2001 (Unaudited) | 5   
|            | Consolidated Statements of Cash Flows for the three months ended
     September 30, 2002 and September 30, 2001 (Unaudited)  | 6   
|            | Notes to Consolidated Financial Statements (Unaudited)                                                                       | 7   
|Item 2.     | Management's discussion and analysis of financial condition and results of operations                                        |     
|            | Overview                                                                                                                     | 9   
|            | Results of Operations                                                                                                        | 9   
|            | Liquidity and Capital Resources                                                                                              | 10  
|Item
    3. | Controls and Procedures                                                                                                      | 11  

PART II -- OTHER INFORMATION

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

PART 1.  FINANCIAL INFORMATION

Item 1.     Financial Statements

The consolidated financial statements included herein have been prepared by Global Casinos, Inc. (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations.  In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2002, and its results of operations for the three month periods ended September 30, 2002 and 2001 and its cash flows for the three month periods ended September 30, 2002 and 2001. 
The results for these interim periods are not necessarily indicative of the results for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-KSB.

|GLOBAL CASINOS, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETas of September 30, 2002         
|----------------------------------------------------------------------------------------------
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|CURRENT ASSETS                                                                                
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|Land, building and improvements, and equipment:                                               
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|Current liabilities:                                                                          
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|Long-term debt, less current portion                                                          
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|Preferred Stock - Series A
      - $2.00 stated value, non voting, 2,000,000 shares authorized
|                                                                                              
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|Preferred Stock - Series C - 7% cumulative, convertible,
      mandatory redeemable,          
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|Commitments and contingencies                                                                 
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|Stockholders' (deficit):                                                                      
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See accompanying notes.

|GLOBAL CASINOS, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONSfor the three months ended September 30, 2002 and 2001
      (Unaudited)
|------------------------------------------------------------------------------------------------------------------------------------------------
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|Revenues:                                                                                                                                       
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|Expenses:                                                                                                                                       
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|Income (loss) from operations                                                                                                                   
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|Other income (expense):                                                                                                                         
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|Income (loss) from continuing operations                                                                                                        
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|Income from discontinued bingo segment                                                                                                          
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|Net income (loss)                                                                                                                               
|Preferred dividends                                                                                                                             
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|Net (loss) attributable to common stockholders                                                                                                  
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|Earnings (loss) per common share - basic and diluted:                                                                                           
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See accompanying notes.

|GLOBAL CASINOS, INC. AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF CASH FLOWSfor
      the three months ended September 30, 2002 and 2001
      (Unaudited)
|------------------------------------------------------------------------------------------------------------------------------------------------------------
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|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                                       
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|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                        
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|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                        
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|Net increase (decrease) in cash                                                                                                                             
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|Cash at beginning of period                                                                                                                                 
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|Cash at end of period                                                                                                                                       
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|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                                                                         
|                                                                                                                                                            
|                                                                                                                                                            

See accompanying notes.

GLOBAL CASINOS, INC. AND SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2002

1.      ORGANIZATION and SIGNIFICANT ACCOUNTING POLICIES

The Consolidated Financial Statements for the three months ended September 30, 2002 and 2001 have been prepared in accordance with the accounting policies described in the Company's annual report on Form 10-KSB. Management believes the statements include all adjustments of a normal recurring nature necessary to present fairly the results of operations for the interim periods.

At September 30, 2002 and for the three months ended September 30, 2002 and 2001, the consolidated financial statements of the Company include the accounts of the following wholly-owned subsidiary.  All significant inter-company accounts and transactions have been eliminated in consolidation.

| |  | CASINOS USA, INC. ("Casinos USA"), a Colorado corporation, which owns and operates the Bull Durham Saloon and Casino ("Bull Durham"), located in the limited stakes gaming district of Black Hawk, Colorado.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.      GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
The Company has a history of  substantial net losses.  As of September 30, 2002, it had an accumulated deficit
and a working capital deficiency.  The Company is in default on various loan agreements, is delinquent on payments to certain creditors and has ceased operating all but one of its casinos.  These conditions raise substantial doubt about the Company's ability to continue as a going
concern.

The Company continues its efforts to formulate plans and strategies to address its financial condition and increase profitability.  Operating expenses have been reduced and management will continue to address debt currently in default by negotiating with creditors to convert debt to equity, extend maturity dates and reduce payment amounts.  The Company continues to explore methods to increase profitability; however, there can be no assurances that management will be successful in their efforts.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3.      EARNINGS (LOSS) PER COMMON SHARE

The Company follows SFAS No. 128, "Earnings Per Share."  Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the year.  Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding.  During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.

For the periods ended September 30, 2002 and 2001, the outstanding common stock equivalents were not included in the computation as the impact of the potential common shares would be
anti-dilutive.

4.      RELATED PARTY TRANSACTIONS

The Company's directors provide legal and accounting services for which they bill the Company at their standard hourly rates.  Total fees recorded for the three months ended September 30, 2002 and 2001 were $65,233 and $49,404, respectively.

A business controlled by a director provides clerical and administrative support and bills the Company its pro-rata share of expenses.  Total billings recorded for the three months ended September 30, 2002 and 2001 were $4,000 and $2,058, respectively.

During the three months ended September 30, 2002, a shareholder provided consulting services to the Company for $8,738.

5.      SUBSEQUENT EVENTS

In July 2002, The Company agreed to a term sheet ("Astraea
Term Sheet") covering various interrelated transactions more fully
described below. Effective September 17, 2002, the terms of the restructuring
were finalized (the "2002 Restructuring"), resulting in the following:

| | * | Astraea agreed to waive accrued and unpaid interest and
      fees under an unsecured $500,000 note (the "Astraea Unsecured
      Note").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Astraea agreed to extend the maturity date of the
      Astraea Unsecured Note to 2007, and to reduce the rate of interest thereon
      to seven percent (7%) per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | * | Astraea agreed that there would be a moratorium on
      payments on the Astraea Unsecured Note for 30 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | * | Global Casinos and Astraea agreed that the Astraea
      Unsecured Note would be assigned to and assumed by Casinos, U.S.A. and be
      secured by one hundred percent (100%) of the outstanding shares of common
      stock of Casinos, U.S.A. (which owns the Bull Durham) and a security
      interest in the tangible and intangible assets of Casinos, U.S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | * | It was agreed that Global would continue to manage the
      Bull Durham for a management fee of $10,000 per month. Global Casinos has
      agreed to provide Astraea with certain financial reporting and inspection
      rights going forward.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | * | Astraea has agreed to restructure its two mortgage
      notes against the Bull Durham to provide for interest at the rate of seven
      percent (7%) with a thirty-year amortization and an extended maturity date
      to 2009. Astraea also agreed to defer installment payments on its two
      secured promissory notes to the extent of one hundred percent (100%) of
      each such installments until an aggregate deferral totaling $100,000 is
      reached, but in no event more than one (1) year. Deferred installment
      payments will be set aside and used for working capital purposes and
      capital expenditures at the Bull Durham which are approved by Astraea. Any
      expenses incurred by Astraea in connection with the restructure of the
      indebtedness will be added to the principal balances of its secured notes
      and repaid as part of the balloon payment at the maturity date of such
      note. Debt to third parties associated with the gaming equipment located
      at the Bull Durham has been restructured with the agreement of the vendor.
| | * | junior secured mortgage notes encumbering the Bull
      Durham would be restructured to bear interest at the rate of four percent
      (4%) per annum and amortized in a straight line over a term of thirty (30)
      years, with a seven-year balloon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | * | All debt associated with gaming equipment located at
      the Bull Durham is required to be restructured to the satisfaction of
      Astraea.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | * | All shares of Casinos, U.S.A. preferred stock properly
      issued or issuable pursuant to an accounting to be mutually agreed upon by
      Global Casinos and Astraea in connection with the building expansion
      program undertaken by the Bull Durham shall be cancelled as part of the
      restructuring of Global Casinos.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | * | Global Casinos granted to Astraea an option exercisable
      after March 17, 2005 to purchase all of the issued and outstanding shares
      of common stock of Casinos, U.S.A. for a purchase price of $100. Global
      Casinos may redeem the option by paying to Astraea an amount sufficient to
      retire in full the $500,000 promissory note held by Astraea and assumed by
      Casinos, U.S.A. together with interest at the rate of twelve percent (12%)
      per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | * | The Board of Directors of Casinos, U.S.A. was
      reconstituted to consist of persons approved by Astraea and the Colorado
      Division of Gaming, and the voting shares of Casinos, U.S.A. have been
      made subject to a voting agreement to enforce this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | * | Arrangements have been made to restructure a note
      payable from the Bull Durham to Global Casinos to permit debt service by
      Global Casinos on a note held by a third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | * | The warrants to purchase shares of Casinos U.S.A. and
      the participation in net cash flow provided for under Casinos U.S.A.'s
      Chapter 11 Bankruptcy Plan of Reorganization were cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

The Astraea Term Sheet providing for the foregoing was
executed by an on behalf of Global Casinos, Casinos U.S.A., Astraea and the
holders of all subordinated mortgage notes against the Bull Durham except for
the holders of approximately $200,000 in subordinated mortgage notes. With
respect to those junior lienholders, the Company nevertheless began making
revised payments based upon the restructured interest rate and maturity date
provided for in the Astraea Term Sheet in the fourth quarter of 2002, without
objection or protest on the part of the holders of those subordinated mortgage
notes. The Company takes the position that by their acquiescence, those
subordinated note holders are deemed to be bound by the terms of the Astraea
Term Sheet.

6.    
RESTATEMENT OF PRIOR PERIODS

On June 13, 2002, Global
transferred all of its ownership interest in OnSource Corporation, Global Alaska
Industries, Inc. and Alaska Bingo Supply, Inc. into a spin-off trust for the
benefit of Global's shareholders.  Accordingly, the financial statements
previously presented for the period ending September 30, 2001 have been restated
to present the Alaska operating activities as a discontinued operation. 
The restatement had no effect on our reported net loss or loss per share.
</R>

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

Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures.  Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements.  Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, changes in gaming laws or regulations (including the legalization of gaming in various jurisdictions) and risks related to development and construction activities.  The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.

Overview

We operate in the domestic gaming industry.  We were organized as a holding company for the purpose of acquiring and operating casinos, gaming properties and other related interests. At September 30, 2002, our operations consisted solely of the Bull Durham Saloon & Casino in Black Hawk, Colorado.

Our operations are seasonal.  The Bull Durham experiences a significant increase in business during the summer tourist season.

We operate in a highly regulated environment subject to the political process.  Our retail gaming license is subject to annual renewal by the Colorado Division of Gaming.  Changes to existing statutes and regulations could have a negative effect on our operations.

<R>Results of Operations - Three Months Ended September 30, 2002 Compared to the Three Months ended September 30, 2001

On June 13, 2002, Global transferred all
of its ownership interest in OnSource Corporation, Global Alaska Industries,
Inc. and Alaska Bingo Supply, Inc. into a spin-off trust for the benefit of
Global's shareholders.  Accordingly, the financial statements previously
presented for the period ending September 30, 2001 have been restated to present
the Alaska operating activities as a discontinued operation.

We recognized a net loss of $(510) for the three months ended September 30, 2002 compared to a net loss of
($173,691) for the same period in 2001. Our loss from continuing operations
decreased from ($226,909) in 2001 to $(510) in 2002.  The restructuring of our operations reduced our operating losses.

Revenues

Casino revenues for the three months ended September 30, 2002 were $733,124 compared to $684,299 for the 2001 period, an increase of $48,825 or 7%.  The increased revenues are attributed to increased promotional activities at the Bull Durham.

Expenses

Casino operating expenses increased to $579,678 for the three months ended September 30, 2002 compared to $561,241 for the three months ended September 30, 2001, an increase of $18,437, or 3%.  Expenses increased because we increased our marketing, promotional and charter bus expenses by $36,220.  The increased spending in these areas was somewhat offset by reduced spending on local device fees and slot machine lease payments.

General and administrative expenses decreased from $115,754 for the three months ended September 30, 2001 to $84,479 for the three months ended September 30, 2002, a decrease of $31,275 or 27%.  There was a significant decrease in the costs of settling outstanding claims and obligations from 2001 to
2002, somewhat offset by accounting, auditing and legal expenses associated with increased regulation of public companies.

Other

Interest expense was $69,477 for the three months ended September 30, 2002, compared to $81,494 for the similar period in 2001.  The reduction in interest expense of $12,017 (15%) reflects decreasing interest rates on certain variable rate indebtedness and a reduction in outstanding principal balances.  In March 2002, we ceased our trading of marketable securities.  Thus, we had no gains or losses for the three months ended September 30, 2002.  For the three months ended September 30, 2001, we incurred losses of $152,719 related to our marketable securities portfolio.

For federal income tax purposes, Global has a net operating loss of carryover (NOL) approximating $7,600,000, which can be used to offset future taxable income, if any.  Under the Tax Reform Act of 1986, the amounts of and the benefits from NOL's are subject to certain limitations including restrictions imposed when there is a loss of business continuity or when ownership changes in excess of 50% of outstanding shares, under certain circumstances.  Thus, there is no guarantee that Global will be able to utilize its NOL before it expires and no potential benefit has been recorded in the financial statements.

Inflation did not have a material impact on the Company's operations for the period.

Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's results of operations.

Liquidity and Capital Resources

Our primary source of cash is internally generated through operations.  Historically, cash generated from operations has not been sufficient to satisfy working capital requirements and capital expenditures.  Consequently, we have depended on funds received through debt and equity financing to address these shortfalls.  We have also relied, from time to time, upon loans from affiliates to meet immediate cash demands.  There can be no assurance that these affiliates or other related parties will continue to provide funds to us in the future, as there is no legal obligation on these parties to provide such loans.

At September 30, 2002, the Company had cash and cash equivalents of $397,576, substantially all of which was utilized in our casino operations.  Pursuant to state gaming regulations, the casino is required to maintain cash balances sufficient to pay potential jackpot awards.  The Company does not have access to any revolving credit facilities.

While the Company believes that its capital resources are sufficient to allow the continued operation of its casino, it does not currently have sufficient resources to expand its operations or to satisfy overdue obligations of the parent company.

Our working capital deficiency decreased by $34,183 to
$(1,850,854) at September 30, 2002, from $(1,885,037) at June 30, 2002.

At September 30, 2002, we owed debt in the amount of approximately $918,555 to individuals and entities that, by the terms of these notes, was in default. Should any of these note holders make demand for payment, we would not have the financial resources to pay these notes.

Cash provided by operating activities was $229,165 for the three months ended September 30, 2002.  For the same period in 2001, operating activities used net cash of
$41,023.

We used net cash of $13,766 in
investing activities for the three months ended September 30, 2002. Capital
expenditures for the period were $32,933 and were partially offset by
collections of notes receivable. For the three months ended September 30, 2001,
we used net cash of $68,

Cash flows used in financing activities increased $21,478 to $48,782 for the three months ended September 30, 2002, compared to cash used of $27,304 in 2001.  These amounts represent
scheduled payments on our indebtedness.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As of September 30, 2002, we had an accumulated deficit and a working capital deficiency.  We were in default on various loan agreements, were delinquent on payments to certain creditors and had ceased operating all but one of our casinos.  These conditions raise substantial doubt about our ability to continue as a going concern.

We continue our efforts to formulate plans and strategies to address our financial condition and increase profitability.  We will continue to address debt currently in default by negotiating with creditors to convert debt to equity, extend maturity dates of debt, and accept reduced payment terms.  We are evaluating methods to reduce costs and enhance our operating results.  We cannot, however, provide any assurances that we will be successful in these endeavors.

Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's liquidity and capital resources.
</R>

ITEM 3.    CONTROLS AND PROCEDURES

Frank L. Jennings, Principal Executive and Financial Officer
of Global Casinos, Inc. has established and is currently maintaining
disclosure controls and procedures for the Company. The disclosure controls and
procedures have been designed to ensure that material information relating to
the Company is made known to him as soon as it is known by others within the
Company.

Our Principal Executive and Financial
Officer conducts an update and a review and evaluation of the effectiveness of
the Company's disclosure controls and procedures and has concluded, based on his
evaluation within 90 days of the filing of this Report, that our disclosure
controls and procedures are effective for gathering, analyzing and disclosing
the information we are required to disclose in our reports filed under the
Securities Exchange Act of 1934. There have been no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the previously mentioned evaluation.

|PART II.     OTHER INFORMATION
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SIGNATURES

<R>
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | GLOBAL CASINOS, INC.                                                                                    
|------------------- | --------------------------------------------------------------------------------------------------------
|                    |                                                                                                         
|Date: July
17, 2003 | By: __________________________________
     Frank L. Jennings, Principal Executive and Financial Officer

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Global Casinos, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank L. Jennings, Principal Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Frank L. Jennings                 Frank L. Jennings, Principal Executive
and Financial Officer
July 17, 2003

</R>