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

FORM 10-QSB

[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2003

OR

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the transition period from   to

Commission file number 0-15415

GLOBAL CASINOS, INC.

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

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

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

_____________________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 9, 2003, the Issuer had 2,431,360 shares of its Common Stock outstanding.

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

|INDEX
PART I -- FINANCIAL INFORMATION
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|Item 1.                              
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|Item 2.                              
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|Item 3.                              
|PART II -- OTHER INFORMATION         
|Item 1.                              
|Item 2.                              
|Item 3.                              
|Item 4.                              
|Item 5.                              
|Item 6.                              

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 Stated 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, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2003, and its results of operations for the three-month and nine-month periods ended March 31, 2003 and 2002 and its cash flows for the nine-month periods ended March 31, 2003 and 2002.  The Company's consolidated balance sheet as of June 30, 2002 included herein has been derived from the Company's audited financial statements as of that date included in the Company's annual report on Form 10-KSB. 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 SHEETSas of
      March 31, 2003 and June 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                                                                            
|Preferred Stock - Series C - 7% cumulative, convertible,
      mandatory redeemable,                            
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|Commitments and contingencies                                                                                   
|Stockholders' (deficit):                                                                                        
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See accompanying notes.

|GLOBAL CASINOS, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF OPERATIONSfor
      the three months ended March 31, 2003 and 2002
      (Unaudited)
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|Revenues:                                                                                                                                                
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|Expenses:                                                                                                                                                
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|Income from operations                                                                                                                                   
|Other income (expense):                                                                                                                                  
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|Net income                                                                                                                                               
|Preferred dividends                                                                                                                                      
|Net income attributable to common stockholders                                                                                                           
|Earnings per common share:                                                                                                                               
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|Weighted average shares outstanding:                                                                                                                     
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See accompanying notes.

|GLOBAL CASINOS, INC. AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF OPERATIONSfor
      the nine months ended March 31, 2003 and 2002
      (Unaudited)
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|Revenues:                                                                                                                                              
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|Expenses:                                                                                                                                              
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|Income (loss) from operations                                                                                                                          
|Other income (expense):                                                                                                                                
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|Net income                                                                                                                                             
|Preferred dividends                                                                                                                                    
|Net income attributable to common stockholders                                                                                                         
|Earnings per common share:                                                                                                                             
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|Weighted average shares outstanding:                                                                                                                   
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See accompanying notes.

|GLOBAL CASINOS, INC. AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF CASH FLOWSfor the nine
      months ended March 31, 2003 and 2002
      (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                                                                                                                        
|Cash at beginning of period                                                                                                                            
|Cash at end of period                                                                                                                                  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                                                                    
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See accompanying notes.

GLOBAL CASINOS, INC. AND SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2003
(Unaudited)

1.     ORGANIZATION and SIGNIFICANT ACCOUNTING POLICIES

The Consolidated Financial Statements for the three months and nine months ended March 31, 2003 and 2002 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.

The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiary.  All significant inter-company accounts and transactions have been eliminated in consolidation.

At March 31, 2003, the Company's only operating subsidiary was:

| |  | 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.  Although the Company recently reported net income, it reported substantial net losses in previous years.  As of March 31, 2003 it had an accumulated deficit of $(12,743,379) and working capital deficiency of $(1,027,558).  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 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 period.  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.

4.     RELATED PARTY TRANSACTIONS

The Company's directors provide legal and accounting services, for which they bill the Company.  Total fees recorded for the nine months ended March 31, 2003 and 2002 were $68,505 and $87,966, 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 nine months ended March 31, 2003 and 2002 were $11,673 and $9,057, respectively.

5.     DEBT RESTRUCTURING

Effective November 1, 2002, the Company finalized restructuring certain long-term debt obligations.  With regard to the secured convertible note having a principal balance of $501,000 (in default), the note holder agreed to waive accrued and unpaid interest in the amount of $215,000, extend the maturity until 2009, reduce the interest rate to 4%, and agreed to an assignment of the note to Casinos, U.S.A., Global's subsidiary.  Global granted an option to the creditor that can be exercised after April 1, 2005, to purchase 100% of the stock of Casinos U.S.A. for a price of $100.  A mortgage holder agreed to a twelve-month moratorium on monthly payments for debt with a principal balance of $719,000 and monthly payments approximating $5,000. Similarly, a mortgage with a principal balance of $233,000 was restructured to provide a twelve-month moratorium on monthly payments of $2,000.  The maturity dates for both the mortgages were extended from 2004 to 2009.

The Company also restructured its debt with certain equipment suppliers.  One supplier, holding debt with an aggregate principal balance of $235,937, reduced the principal balance to $40,480, resulting in a gain of $195,497.  The monthly payment was reduced to $1,826 including interest at 7.75%.  Another supplier, holding debt with an aggregate principal balance of $120,548, reduced the principal balance to $36,900, resulting in a gain of $83,648.  The monthly payment was reduced to $1,660 including interest at 7.5%.

|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 March 31, 2003, 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.

Results of Operations - Three Months Ended March 31, 2003 Compared to the Three Months ended March 31, 2002

We recognized net income of $12,505 ($0.01 per share) for the three months ended March 31, 2003, compared to net income of  $191,892 ($0.08 per share) for the same period in 2002.

Revenues

Casino revenues for the three months ended March 31, 2003 were $656,992, substantially unchanged from the $656,780 reported in the prior year.

Expenses

Casino operating expenses increased to $556,170 for the three months ended March 31, 2003 compared to $553,733 for 2002, an increase of $2,437.  We increased our marketing, promotional and charter bus expenses during the period.  We were able to reduce expenses by discontinuing our table games.  We also replaced some higher cost leased slot machines with lower cost machines.  Finally, the City of Black Hawk reduced the device fees levied on the gaming devices in our casino.

Operating, general, and administrative expenses decreased $2,947 to $36,226 for the three months ended March 31, 2003, compared to $39,173 for the same period in 2002.  We are attempting to further reduce our general and administrative expenses by evaluating operational efficiencies; however, we can make no assurances that we will be successful in these endeavors.  Furthermore, we continue to resolve outstanding claims and contingencies against the Company.  While we are optimistic about the resolution of remaining claims, there is no guarantee that all potential liabilities will be successfully resolved.

Other

Interest expense decreased $26,075 to $51,509 for the three months ended March 31, 2003, compared to $77,584 in 2002.  Effective November 1, 2002, we completed the restructuring of debt at the Bull Durham.  This restructuring reduced principal balances and interest rates, extended repayment terms, and allowed us to reclassify certain debts in default into long-term debt.

With regard to the secured convertible note having a principal balance of $501,000 (in default), the note holder agreed to waive accrued and unpaid interest in the amount of $215,000, extend the maturity until 2009, reduce the interest rate to 4%, and agreed to an assignment of the note to Casinos, U.S.A., Global's subsidiary.  Global granted an option to the creditor that can be exercised after April 1, 2005, to purchase 100% of the stock of Casinos, U.S.A. for a price of $100.  A mortgage holder agreed to a twelve-month moratorium on monthly payments for debt with a principal balance of $719,000 and monthly payments approximating $5,000.  Similarly, a mortgage with a principal balance of $233,000 was restructured to provide a twelve-month moratorium on monthly payment of $2,000.  The maturity dates for both mortgages were extended from 2004 to 2009.

During the quarter ended March 31, 2002, we recorded gains of $90,602 related to our marketable securities portfolio.  We subsequently sold our entire portfolio and had no similar gains in 2003.  We also recorded a gain from debt restructuring in the quarter ended March 31, 2002.  The gain of $115,000 was recorded when an equipment supplier agreed to restructure the remaining balance on debt related to the purchase of gaming machines.

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.

Results of Operations - Nine Months Ended March 31, 2003 Compared to the Nine Months ended March 31, 2002

We recognized net income of $486,718 for the nine months ended March 31, 2003, compared to  net income of $56,245 for the same period in 2002.  The restructuring of our operations improved our operating income and the gain on debt restructuring improved our other income.

Revenues

Casino revenues for the nine months ended March 31, 2003 were $2,037,027 compared to $1,939,626 for the 2002 period, a increase of $97,401 or 5%.

Revenues increased primarily because the excellent fall weather encouraged more patrons to visit Black Hawk.  We also attribute part of the improvement to increased marketing efforts.  We expanded our marketing efforts in light of the increased competition from the Black Hawk Casinos by Hyatt.

Expenses

Casino operating expenses increased to $1,720,574 for the nine months ended March 31, 2003 from $1,686,276 for the nine months ended March 31, 2002, an increase of $34,298, or 2%.  The increase was driven by our expansion of marketing and promotional activities, which increased by $101,227 compared to the previous year.  We were able to reduce certain other costs.  The costs associated with table games, primarily blackjack, exceeded our revenue on those games and we removed all table games from the casino during the quarter ended December 31, 2002.  In addition, we were leasing some slot machines at a relatively high monthly cost.  We replaced those machines with some lower cost alternatives.  Finally, the City of Black Hawk reduced its local device fees.

Operating, general, and administrative expenses decreased $169,386 to $129,974 for the nine months ended March 31, 2003, compared to $299,360 for the same period in 2002. Included in 2002 is $90,000 of stock issuance costs related to settlement of various claims dating back to 1997. The remaining reduction of $79,386 results from our continued cost-cutting efforts.  We are attempting to further reduce our general and administrative expenses by evaluating operational efficiencies; however, we can make no assurances that we will be successful in these endeavors.  Furthermore, we continue to resolve outstanding claims and contingencies against the Company.  While we are optimistic about the resolution of remaining claims, there is no guarantee that all potential liabilities will be successfully resolved.

Other

Interest expense decreased $67,197 to $173,702 for the nine months ended March 31, 2003, compared to $240,899 in 2002.  Effective November 1, 2002, we completed the restructuring of debt at the Bull Durham.  This restructuring reduced principal balances and interest rates, extended repayment terms and allowed us to reclassify certain debt in default into long term debt.

With regard to the secured convertible note having a principal balance of $501,000 (in default), the note holder agreed to waive accrued and unpaid interest in he amount of $215,000, extend the maturity until 2009, reduce the interest rate to 4%, and agreed to an assignment of the note to Casinos, U.S.A., Global's subsidiary.  Global granted an option to the creditor that can be exercised after April 1, 2005, to purchase 100% of the stock of Casinos, U.S.A. for a price of $100.  A mortgage holder agreed to a twelve-month moratorium on monthly payments for debt with a principal balance of $719,000 and monthly payments approximating $5,000.  Similarly, a mortgage with a principal balance of $233,000 was restructured to provide a twelve-month moratorium on monthly payment of $2,000.  The maturity dates for both mortgages were extended from 2004 to 2009.

In addition to reducing interest expense, we recorded a gain of $473,941 from the debt restructuring.

Interest expense was further reduced because the interest rates on certain variable rate debt was reduced and by the normal decline in outstanding balances resulting from periodic payments.

During the nine months ended March 31, 2002, the Company recorded the sale proceeds from its Woodbine property rights.  As previously disclosed, these sale proceeds were held in escrow pending resolution of an ownership dispute.  The disputes were resolved and proceeds disbursed during the quarter.  The Company recorded a gain of $194,801 from this transaction.

In 2002, our marketable securities portfolio recorded a net gain of $33,353, both realized and unrealized.  We subsequently sold our entire marketable trading securities portfolio and had no such losses during the period ended March 31, 2003.

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 parts to provide such loans.

The accompanying financial statements were prepared assuming that the Company will continue as a going concern.  As of March 31, 2003, we had an accumulated deficit and a working capital deficiency.  We were in default on various loan agreements, were delinquent on payments to certain vendors, and had ceased operating all but one of our casinos.  These conditions raise substantial doubt about our ability to continue as a going concern.

At March 31, 2003, the Company had cash and cash equivalents of $418,627, 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 $857,479 to $(1,027,558) at March 31, 2003, from $(1,885,037) at June 30, 2002.

At March 31, 2003, we owed debt in the amount of approximately $417,973 to individuals and entities that, by the terms of these notes, were in default.  Should any of these note holders make demand for payment, we would not have the financial resources to pay these notes and we could suffer a material adverse impact on our financial condition.

Cash provided by operating activities was $398,538 for the nine months ended March 31, 2003.  For the same period in 2002, operating activities used net cash of ($214,041).

During the nine months ended March 31, 2003, we used cash of $(93,209) for investing activities.  Capital expenditures of $132,821 were used to replace some slot machines and the carpet at the casino.  The cash expended for these purchases was somewhat offset by collections on a note receivable.  In the prior year capital expenditures were $5,344 and note receivable collections were $48,558.  In addition, net proceeds of $265,004 were received from the trading of marketable securities.  Furthermore, the 2002 period included the transfer of cash of $52,873 to OnSource Corporation in connection with our stock dividend.

Net cash used in financing activities decreased $(10,277) to $(117,661) for the nine months ended March 31, 2003, compared to cash used of $(127,938) in 2002.  All debt payments represent normal monthly payments required under our various debt agreements.

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.

Critical Accounting Policies

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management's application of accounting policies.  Critical accounting policies for the Company are included in the financial statements for the year ended June 30, 2002 included in Form 10-KSB.

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

| | Item 1.    | Legal Proceedings                                  
| | ---------- | ---------------------------------------------------
| |            | None, except as previously disclosed.              
| | Item 2(a). | Changes in Securities                              
| |            | None, except as previously disclosed.              
| | Item 3.    | Defaults Upon Senior Securities                    
| |            | None, except as previously disclosed.              
| | Item 4.    | Submission of Matters to a Vote of Security Holders
| |            | None, except as previously disclosed.              
| | Item 5.    | Other Information                                  
| |            | None, except as previously disclosed.              
| | Item 6.    | Exhibits and Reports on form 8-K                   
| |            | None.                                              

SIGNATURES

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: May 15, 2003 | By: /s/ Frank L. Jennings                                         
|                   | Frank L. Jennings, 
     Principal Executive and Financial Officer



In connection with the Quarterly Report of Global Casinos, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2003, 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
May 15, 2003