<PAGE>

                                  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, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

          For the transition period from _____________ to ___________.


                        Commission File Number: 333-60326


                       TEMPORARY FINANCIAL SERVICES, INC.
        (Exact name of small business issuer as specified in its charter)

             Washington                                 91-2079472
--------------------------------------------------------------------------------
 (State or other jurisdiction of           (IRS Employer Identification Number)
  incorporation or organization)

           200 North Mullan Road, Suite 213, Spokane, Washington 99206
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (509) 340-0273
--------------------------------------------------------------------------------
                          (Issuer's telephone number)

                                      N.A.
--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

Indicate by check mark whether the  registrant:  (1) has filed all documents and
reports required to be filed by Section 13, or 15(d) of the Securities  Exchange
Act of 1934 during the preceding  twelve  months (or for such shorter  period as
the Registrant  was required to file such reports),  and (2) has been subject to
such filing requirements for the past ninety days.

                                 Yes [X] No [ ]


The number of shares of common stock outstanding on October 31, 2002 was:
737,280

Transitional Small Business Disclosure Format. Yes [ ] No [X]


                                       1
<PAGE>

                                   FORM 10-QSB



Temporary Financial Services, Inc. and Subsidiary
--------------------------------------------------------------------------------

Contents
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
                                     PART I

Item 1.  Financial statements.

CONSOLIDATED FINANCIAL STATEMENTS (Unaudited):
<S>                                                                             <C>
   Consolidated balance sheets                                                  10-QSB Page 3

   Consolidated statements of income                                            10-QSB Page 4

   Consolidated statements of cash flows                                        10-QSB Page 5

   Notes to consolidated financial statements                                   10-QSB Page 6 - 12

Item 2.  Managements discussion and analysis of financial condition
         And results of operations.                                             10-QSB Page 13 - 16


                                     PART II

Item 1.  Legal Proceedings.                                                     10-QSB Page 17

Item 2.  Changes in securities.                                                 10-QSB Page 17

Item 3.  Defaults upon senior securities.                                       10-QSB Page 17

Item 4.  Submission of matters to a vote of security holders.                   10-QSB Page 17

Item 5.  Other information.                                                     10-QSB Page 17

Item 6.  Exhibits and reports on Form8-K.                                       10-QSB Page 17

Signatures                                                                      10-QSB Page 17
</TABLE>

                                       2
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Consolidated Balance Sheets (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          September 30,        December 31,
                                                                                        ------------------   ------------------
Assets                                                                                        2003                 2002
                                                                                        ------------------   ------------------
CURRENT ASSETS:
<S>                                                                                              <C>                 <C>
     Cash and cash equivalents                                                                   $ 90,194            $ 547,210
     Securities available for sale                                                                      -               80,600
     Accounts receivable                                                                            9,313               13,452
     Federal income taxes                                                                               -                    -
     Prepaid Expenses                                                                               1,877                1,877
     Loans receivable:
         Affiliates                                                                             1,522,082            1,055,525
         Others                                                                                   306,738              413,768
                                                                                        ------------------   ------------------
            Total current assets                                                                1,930,204            2,112,432

OTHER ASSETS:
     Investment in affiliated company                                                             601,912              618,635
     Real estate receivable contracts held for sale                                             1,057,320               90,250
                                                                                        ------------------   ------------------
         Total Other Assets                                                                     1,659,232              708,885

FURNITURE & EQUIPMENT, less accumulated
     depreciation of $11,716 and $7,114 , respectively                                             24,571               29,173
                                                                                        ------------------   ------------------
                                                                                               $3,614,007           $2,850,490
                                                                                        ==================   ==================
Liabilities and Stockholders' Equity

CURRENT LIABILITIES:
     Line of credit, officer/stockholder                                                       $1,386,498            $ 542,425
     Accounts payable                                                                               4,583                4,914
     Accrued expenses                                                                               5,704                3,338
                                                                                        ------------------   ------------------
         Total current liabilities                                                              1,396,785              550,677
                                                                                        ------------------   ------------------

STOCKHOLDERS' EQUITY
     Common stock - 100,000,000 shares, $0.001 par value, authorized;
         737,280 shares issued and outstanding                                                        737                  737
     Preferred stock - 5,000,000 shares, $0.001 par value, authorized;
         none issued                                                                                    -                    -
     Additional paid-in capital                                                                 2,499,312            2,499,312
     Retained earnings (deficit)                                                                 (282,827)            (200,236)
                                                                                        ------------------   ------------------
         Total stockholders' equity                                                             2,217,222            2,299,813
                                                                                        ------------------   ------------------

                                                                                               $3,614,007           $2,850,490
                                                                                        ==================   ==================
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>


Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Consolidated Statements of Income (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,           Nine Months Ended September 30,
                                                 ----------------------------------------  ---------------------------------------
                                                        2003                 2002                2003                 2002
                                                 -------------------  -------------------  ------------------   ------------------
REVENUE:
<S>                                                        <C>                  <C>                 <C>                  <C>
     Loan and related fees:                                $ 16,174             $ 34,181            $ 38,936             $ 91,484
     Consulting and joint venture fees                            -                    -              21,150                    -
     Interest and investment income                          63,506               15,783             150,644               38,547
     Accounting fees and other income                         8,390                9,000              24,890               24,000
                                                 -------------------  -------------------  ------------------   ------------------
                                                             88,070               58,964             235,620              154,031
                                                 -------------------  -------------------  ------------------   ------------------
OPERATING EXPENSES:
     Advertising                                               $ 56                 $ 75             $ 6,543              $ 5,246
     Compensation and related expenses                       27,822               50,780              94,367              119,132
     Rent                                                     5,500                4,532              16,397               17,438
     Legal and professional                                  17,556                5,370              59,737               59,028
     Interest expense - related party                        31,282                7,875              68,343               24,631
     Office expense                                           4,546                8,623              10,069               20,206
     Other expense                                           40,478               13,213              58,032               33,442
                                                 -------------------  -------------------  ------------------   ------------------
                                                            127,240               90,468             313,488              279,123
                                                 -------------------  -------------------  ------------------   ------------------
LOSS FROM OPERATIONS                                        (39,170)             (31,504)            (77,868)            (125,092)

OTHER EXPENSE
     Equity in gains (losses) of affiliates                   1,607              (37,857)             (4,723)             (93,587)
                                                 -------------------  -------------------  ------------------   ------------------

LOSS BEFORE INCOME TAXES                                    (37,563)             (69,361)            (82,591)            (218,679)

INCOME TAX BENEFIT                                                -                    -                   -                    -
                                                 -------------------  -------------------  ------------------   ------------------

NET LOSS                                                  $ (37,563)           $ (69,361)          $ (82,591)          $ (218,679)
                                                 ===================  ===================  ==================   ==================

BASIC LOSS PER SHARE                                        $ (0.05)             $ (0.09)            $ (0.11)             $ (0.35)
                                                 ===================  ===================  ==================   ==================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                     737,280              737,280             737,280              624,853
                                                 ===================  ===================  ==================   ==================
</TABLE>

See accompanying notes to unaudited conolidated financial statements.


                                       4
<PAGE>


Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Consolidated Statements of Cash Flows (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Three Months Ended September 30,  Nine Months Ended September 30,
                                                                 ----------- ----------------- ----------------- -----------------
Increase (Decrease) in Cash                                          2003              2002              2003              2002
                                                                 ----------- ----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>               <C>               <C>               <C>
    Net loss                                                     $   (37,564)      $   (69,361)      $   (82,591)      $  (218,679)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation                                                   1,534             1,519             4,602             3,596
        Settlement expense paid with stock                            12,000                --            12,000                --
        Equity in gains (losses) in affiliates                        (1,607)           37,857             4,723            93,587
        Decrease (incr.) in accounts receivables                       6,433           (67,826)            4,139           (69,286)
        Decrease (incr.) in prepaid expenses                              --               962                --            (1,876)
        Increase (decr.) in accounts payable                           3,952               361              (331)          (10,113)
        Increase (decr.) in accrued expenses                            (599)             (304)            2,366             9,020
        Decrease in income taxes                                          --                --                --              (297)
                                                                 ----------- ----------------- ----------------- -----------------
           Total adjustments                                          21,713           (27,431)           27,499            24,631
                                                                 ----------- ----------------- ----------------- -----------------
           Net cash provided (used) by operating activities          (15,851)          (96,792)          (55,092)         (194,048)
                                                                 ----------- ----------------- ----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in affiliates                                              --          (200,506)               --          (422,606)
    Sale of securities available for sale                             20,340                --            80,600                --
    Decrease (incr.) in loans receivable, net                          7,634          (571,838)         (359,527)       (1,334,590)
    Increase in investments in R.E. contracts                         (3,393)               --          (967,070)               --
    Additions to furniture and equipment                                  --            (5,547)               --           (10,984)
                                                                 ----------- ----------------- ----------------- -----------------
      Net cash provided (used) in investing activities                24,581          (777,891)       (1,245,997)       (1,768,180)
                                                                 ----------- ----------------- ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Stock sales for cash                                                  --                --                --         1,500,049
    (Increase) decrease in deferred offering costs                        --                --                --            56,218
    Proceeds from line of credit, net                                 26,174         1,585,682           844,073         1,486,000
                                                                 ----------- ----------------- ----------------- -----------------
                                                                      26,174         1,585,682           844,073         3,042,267
                                                                 ----------- ----------------- ----------------- -----------------

NET INCREASE (DECREASE) IN CASH                                       34,904           710,999          (457,016)        1,080,039
CASH, BEGINNING OF PERIOD                                             55,290           631,112           547,210           262,072
                                                                 ----------- ----------------- ----------------- -----------------
CASH, END OF PERIOD                                              $    90,194       $ 1,342,111       $    90,194       $ 1,342,111
                                                                 =================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
    Exchange of 50,000 shares of common stock for
      250,000 shares of Genesis Financial, Inc. common           $        --       $        --       $        --       $   250,000
                                                                 =================================================================
    Cash payments of Interest                                    $    35,109       $        --       $    61,845       $    16,756
                                                                 =================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       5
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:

The accompanying financial statements are those of Temporary Financial Services,
Inc.,  incorporated in Washington State on October 4, 2000, and its wholly-owned
subsidiary, Temps Unlimited,  Incorporated, which was incorporated in Washington
State on October 31, 2000 (collectively referred to herein as the Company). Both
companies  have  established  their  fiscal  year  end to be  December  31.  The
Company's  operations  consist of three  segments:  the  purchase of real estate
receivable  contracts for the  company's own account;  financing the purchase of
real estate contracts receivable through an affiliated  business;  and financing
and other services for the temporary employment services industry.

The Company  previously  owned  minority  interests  in two  temporary  staffing
businesses.  During  2002,  the  Company  sold  its  minority  interests  in the
temporary  staffing  businesses,  and is no longer  engaged  in this  segment of
business.

Summary of Significant Accounting Policies:

Principles of consolidation - The consolidated  financial statements include the
accounts  of  the  Company  and  its  wholly-owned   subsidiary.   All  material
intercompany accounts and transactions are eliminated in consolidation.

Basis  of  Presentation  - The  accompanying  unaudited  consolidated  financial
statements have been prepared in conformity with generally  accepted  accounting
principles and reflect all normal recurring adjustments which, in the opinion of
Management of the Company,  are necessary for a fair presentation of the results
for the periods  presented.  The results of operations  for such periods are not
necessarily  indicative of the results  expected for the full fiscal year or for
any future period.

The accompanying  unaudited  financial  statements should be read in conjunction
with the  audited  financial  statements  of the  Company as of and for the year
ended December 31, 2002, and the notes thereto contained in the Company's Annual
Report on Form  10-KSB  for the year ended  December  31,  2002,  filed with the
Securities and Exchange Commission.

Use of estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates and assumptions.

Cash and cash  equivalents - Such assets consist of demand  deposits,  including
interest-bearing money market accounts, held in three financial institutions.



                                       6
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Securities  available for sale - Investments in equity securities  available for
sale are stated at cost, which approximates fair value.

Deferred  stock  offering  costs - Legal and other  fees and costs  incurred  in
connection with the Company's initial public stock offering were deferred in the
year ended December 31, 2001. The initial public offering closed in April, 2002,
and the costs incurred in connection  with the offering,  were deducted from the
offering proceeds and reduced additional paid-in capital.

Real  estate  receivable  contracts  held  for  sale  - Real  estate  receivable
contracts held for sale are carried at the lower of cost (outstanding  principal
adjusted  for net  discounts  and  capitalized  acquisition  costs) or aggregate
market value.  Gains or losses on sales are recognized  for financial  reporting
and income tax purposes at the time of sale.  Interest on these  receivables  is
included in interest income during the period held for sale.

Office  furniture and  equipment - Office  furniture and equipment are stated at
cost.  Depreciation is computed using the straight-line method over an estimated
useful life of seven years.

Revenue  recognition - The Company  generates  revenues from interest  earned on
loans, investment income from real estate receivable contracts, loan and related
fee income from loans to temporary  staffing  businesses,  fee based  accounting
services, and joint venture and consulting services.

Interest  earned on loans and  investment  income  from real  estate  receivable
contracts are recognized  when earned based on the amount of the loan, the rate,
and the time  outstanding.  The Company  recognizes  loan and related fee income
from temporary staffing  businesses at the time the loan amounts are advanced to
the  borrowers.  Loan advances are typically made on a weekly basis to temporary
staffing  borrowers,  and the  amount  of the  advance  is  netted  against  the
applicable  loan and related  fee  income.  Fee based  accounting  services  are
typically charged at a monthly fixed rate, and are invoiced as income at the end
of the month in which the services are performed.

Joint venture  revenues result from the Company's  participation  in real estate
receivable contract  purchases.  After holding the interest in the joint venture
contract for a relatively  short period,  the contract is sold and the Company's
gain is  determined  by the  excess of the sale price over the cost basis of the
contract.  Joint  venture  contract  revenues  are  recognized  when the related
contract  is sold.  Consulting  fees are  recognized  when  billed for  services
provided to affiliated companies.

Allowance for loan losses - The Company  provides for  estimated  loan losses on
loans  receivable  at a level which,  in  management's  opinion,  is adequate to
absorb  credit  losses on such loans.  The amount of the  allowance  is based on
management's evaluation of the collectibility of the loans receivable, including
the nature of the loans, adequacy of collateral,  credit concentrations,  trends
in loss experience,  specific  impaired loans,  economic  conditions,  and other
risks  inherent in the loans.  At  September  30, 2003 and  December  31,  2002,
management determined that no allowance for loan losses was necessary.



                                       7
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Investments in affiliates - The Company's investment in Genesis Financial, Inc.,
an  affiliate,  is reported  using the equity  method.  The  Company's  share of
earnings  and losses of the  affiliate  are reported as income or expense in the
period in which the earnings or losses are incurred.  Genesis Financial, Inc. is
engaged in purchasing and selling real estate receivable contracts.

Income tax - The Company files a consolidated federal income tax return with its
subsidiary.  Deferred taxes are provided,  when material,  on a liability method
whereby deferred tax assets are recognized for deductible temporary  differences
and deferred tax liabilities are recognized for taxable  temporary  differences.
Temporary differences are the differences between the reported amounts of assets
and  liabilities  and  their  tax  bases.   There  were  no  material  temporary
differences  for the  periods  presented.  Deferred  tax  assets,  subject  to a
valuation allowance,  are recognized for future benefits of net operating losses
being carried forward.

Earnings per share - Earnings  (loss) per common share has been  computed on the
basis of the  weighted-average  number of common shares  outstanding  during the
years presented.  Common shares issuable upon exercise of warrants (Note 6) have
not  been  included  in  the  calculation   because  their  inclusion  would  be
antidilutive.

NOTE 2 -- RELATED-PARTY TRANSACTIONS:
--------------------------------------------------------------------------------

During the nine month period ended  September  30, 2002,  the Company  purchased
professional  services  of  an  officer/director  at  a  cost  of  $34,725.  The
officer/director  did not receive any amounts for  professional  services in the
three month period  ended  September  30,  2002,  or in the three and nine month
periods ended September 30, 2003.

As  discussed  in note 3, the  Company  had  loans  receivable  from  affiliates
totaling $1,522,082 at September 30, 2003.

At  September  30,  2003,  the Company had a  $1,500,000  line of credit with an
officer/stockholder (see note 5).

NOTE 3 -- LOANS RECEIVABLE:
--------------------------------------------------------------------------------

The Company provides short-term  financing for an affiliated business engaged in
purchasing  and selling  real estate  receivable  contracts,  and for  temporary
staffing businesses.

The  Company  provides  financing  to  its  affiliated  real  estate  receivable
contracts borrower against a secured  warehousing line of credit agreement.  The
Company  has  established  lending  guidelines  that  limit  loans to 80% of the
borrowers cost of the contracts purchased,  and the Company periodically reviews
the  receivable  contract  agreements and appraisals to maintain a comfort level
regarding  adequacy of the  borrower's  collateral  base. For the three and nine
month periods ended  September 30, 2003 and 2002,  the Company  incurred no loan
losses and there were no impaired  loans  outstanding  at September  30, 2003 or
2002.

The company's temporary staffing business financing consists of notes receivable
that are generally  collateralized by the borrower's  accounts  receivable,  all
assets of the borrower,  and



                                       8
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

personal guarantees and pledges where appropriate.  Lending criteria established
to  minimize  credit  risk  include,  among  other  things,  assessment  of  the
operator's   capabilities,   minimum   business   capitalization   requirements,
maintenance of an adequate accounts receivable borrowing base, and a requirement
for timely reporting of financial  information to demonstrate ongoing compliance
with loan  covenants.  For the three and nine month periods ended  September 30,
2003 and 2002,  the  Company  incurred no loan losses and there were no impaired
loans to temporary  staffing  businesses  outstanding  at September  30, 2003 or
2002..

At  September  30,  2003,  the  Company  had  no  outstanding   commitments  for
undisbursed loans.

NOTE 4 -- INVESTMENTS IN AFFILIATES:
--------------------------------------------------------------------------------

In January, 2002, the Company acquired an interest in Genesis Financial, Inc., a
company  formed to engage in the business of purchasing  and selling real estate
receivable  contracts.  The Company  acquired  350,000 shares of common stock at
$.001 per share,  200,000 shares at $1.00 per share, and $200,000 of convertible
debt  with a  conversion  right at $1.00 per  share.  The  convertible  debt was
converted in 2002. The Company also exchanged  50,000 shares of its common stock
for 250,000 shares of Genesis Financial,  Inc. common stock with a fair value of
$250,000.  In September,  2003,  the Company  entered into an agreement with its
underwriter  (in  the  initial  public   offering)  to  cancel  the  outstanding
underwriters'  warrants  in exchange  for  $22,000 and 12,000  shares of Genesis
common  stock  owned by the  Company.  As a result  of  these  transactions,  at
September  30,  2003,  the  Company  owns  988,000  shares  (44%)  of the  total
outstanding  stock of  Genesis  Financial,  Inc.  The  investment  in Genesis is
reported on the equity method of accounting, and during the three and nine month
periods ended September 30, 2003 and 2002, the Company recorded unrealized gains
(losses) from its investment in Genesis, as follows:

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
     3 Months - 09/30/2003         3 Months - 09/30/2002        9 Months - 09/30/2003        9 Months - 09/30/2002
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                       <C>                      <C>                           <C>                         <C>
                          $1607                    ($37,857)                     ($4,723)                    ($93,587)
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

At  September  30,  2003,  the  carrying  value  of the  investment  in  Genesis
Financial,  Inc.  ($601,912) exceeded the Company's share in Genesis' net assets
by  approximately  $240,000.  This  excess has been deemed to be  equivalent  to
goodwill.  As required by Statement of Financial  Accounting  Standards No. 142,
goodwill  is not  amortized  and is  annually  evaluated  for  impairment.  Such
evaluation did not result in an impairment at September 30, 2003. See Note 9.




                                       9
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Unaudited financial information about Genesis as of September 30, 2003, follows:

Assets:
Cash                                                     $   151250
Inventory of contracts                                    1,989,809
Other current assets                                         16,510
Furniture and equipment, net                                  6,531
Investment in Temporary Financial Services, Inc.            217,500
                                                     --------------
   Total assets                                         $ 2,381,600
                                                       ------------

Liabilities:
Line of credit, Temporary Financial Services, Inc.      $ 1,522,082
Accrued expenses                                             21,919
                                                    ---------------
   Total liabilities                                      1,544,001
  Stockholders' equity                                      837,599
                                                     --------------
        Total liabilities and stockholders' equity      $ 2,381,600
                                                       ------------

  Net Revenues                                          $   419,596
  Expenses                                                  430,221
  Net Loss                                              ($   10,625)

NOTE 5 -- LINE OF CREDIT:

The  Company's  Line of Credit with a Related  Party.  At September 30, 2003 and
December  31,  2002,  the Company had  outstanding  balances of  $1,386,498  and
$542,425,  respectively,  payable  against a $1,500,000  line-of-credit  with an
officer/stockholder.  The  line-of-credit is unsecured and bears interest at 8%.
The line-of-credit agreement was renewed on April 1, 2003 for twelve months. The
Company  incurred  a  renewal/commitment   fee  of  $20,000  for  the  extension
agreement.   The   Company   will  pay  this   renewal/commitment   fee  to  the
lender/officer/stockholder  by  assignment of the  commitment/renewal  fee to be
received by the Company from Genesis  Financial,  Inc. (see "The Genesis Line of
Credit," below). The agreement now expires on March 31, 2004 and any outstanding
balance is due on that date. In the three and nine month periods ended September
30, 2003 and 2002,  the Company  incurred  related  party  interest  expenses as
follows:


<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
     3 Months - 09/30/2003         3 Months - 09/30/2002        9 Months - 09/30/2003        9 Months - 09/30/2002
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                     <C>                           <C>                         <C>                          <C>
                        $29,197                       $7,875                      $63,258                      $24,222
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

The  Genesis  Line of Credit.  At  September  30,  2003,  the  Company  was owed
$1,522,082  by  Genesis  Financial,  Inc.  against a  $2,000,000  line of credit
secured  by all  of  the  assets  of  Genesis  Financial,  Inc.  and  personally
guaranteed  by two  principals  of the  borrower.  In the three  and nine  month
periods ended  September 30, 2003 and 2002, the Company  reported  related party
interest as follows:

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
     3 Months - 09/30/2003         3 Months - 09/30/2002        9 Months - 09/30/2003        9 Months - 09/30/2002
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                     <C>                          <C>                          <C>                          <C>
                        $27,373                      $13,166                      $97,856                      $26,027
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>



                                       10
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

The line of credit was due to expire on August 15,  2003,  but was  amended  and
extended on April 1, 2003  through  March 31,  2004.  The renewed line of credit
bears interest at the rate of 8%. TFS charged a commitment/renewal  fee of 1% of
the  amount  of the  line of  credit  ($20,000)  payable  $5,000  in cash and by
issuance of 15,000 shares of Genesis Common Stock valued at $1.00 per share.  As
of September 30, 2003, the Company has not established any reserve for losses on
its line of credit with Genesis as no loss is expected.

NOTE 6 -- CAPITAL STOCK:
--------------------------------------------------------------------------------

Exchange of Stock with Genesis.

In conjunction  with the Company's  investment in Genesis  Financial,  Inc. (see
Note 4), the Company exchanged 50,000 shares of its common stock valued at $5.00
per share, for 250,000 shares of Genesis common stock. The Genesis common shares
are  restricted  securities  and  were  acquired  for  investment  purposes.  At
September 30, 2003,  the Company  evaluated its investment in the Genesis shares
and has  determined  that $1.00 per share is a  reasonable  estimate of the fair
market value of the Genesis common stock. No impairment adjustment has been made
to the carrying value of the Genesis common stock.

NOTE 7 - INCOME TAX:
--------------------------------------------------------------------------------

The Company  generated  tax-basis net operating losses of approximately  $37,000
and $83,000,  respectively, for the three and nine month periods ended September
30, 2003 and aggregate losses since inception of approximately  $282,000.  These
losses are available for carryover to offset future taxable income through 2022.

At September  30, 2003 and  December  31,  2002,  the Company had a deferred tax
asset of $70,500 and  $50,000,  respectively.  The  deferred tax asset was fully
offset by a valuation  allowance  because of  uncertainties  if the Company will
generate sufficient taxable income to realize the tax benefit. For the three and
nine month  periods ended  September  30, 2003 and 2002,  the income tax benefit
differed from the expected amounts of $9,250 (3 mos. ended 09/30/2003),  $20,750
(9 mos. ended 09/30/2003), $17,500 (3 mos. ended 09/30/2002) and $55,000 (9 mos.
ended 9/30/2002),  respectively,  primarily because of the impact of recognizing
the deferred tax asset valuation allowance.

NOTE 8 -- OPERATING LEASES:
--------------------------------------------------------------------------------

In June,  2001,  the  Company  entered  into an  operating  lease of its  office
premises.  Also in 2001, the Company leased  certain office  equipment  under an
operating lease agreement. Following are the future commitments under the leases
as of June 30, 2003:

                  2003 (three months)                   $ 4,364
                  2004                                    8,000


NOTE 9 - PROPOSED DIVIDEND DISTRIBUTION:
--------------------------------------------------------------------------------



                                       11
<PAGE>

Temporary Financial Services, Inc.
--------------------------------------------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------


On February 19, 2003, Genesis Financial,  Inc. filed a registration statement on
Form SB-2 with the United States Securities and Exchange  Commission to register
its securities for  distribution to the public.  At the request of management of
Temporary Financial Services,  Inc., the Genesis registration statement includes
737,280  shares of Genesis  common  stock that is  currently  owned by Temporary
Financial  Services,  Inc. It is the intention of  management to distribute  the
737,280  shares of Genesis  common stock being  registered  to  shareholders  of
Temporary Financial Services, Inc. in a spin-off distribution.  Each shareholder
of Temporary Financial  Services,  Inc. will receive one share of Genesis common
stock in the  distribution for each one share of Temporary  Financial  Services,
Inc. common stock held at the record date for the distribution.  Upon completion
of the spin-off distribution,  Temporary Financial Services,  Inc. will then own
250,720 shares (11%) of Genesis common stock.

NOTE 10 - LITIGATION:
--------------------------------------------------------------------------------

On  October  17,  2002,  Temporary  Financial  Services,  Inc.  (TFS)  and Temps
Unlimited,  Inc.  were  served  with a lawsuit  by Labor  Ready,  Inc.  The suit
alleges, among other things, that TFS and our affiliated companies are illegally
conspiring to compete  against Labor Ready in the temporary  labor  business and
seeks  injunctions  prohibiting  actionable  conduct  and  unspecified  monetary
damages.  Management  has  indicated  its belief that the  complaint  contains a
number of inaccurate allegations,  and that the claims are without foundation in
law or fact.  The Company is  vigorously  defending  the action but the expected
outcome  cannot be determined at this time,  and  accordingly,  no provision has
been made at September  30, 2003 for losses,  if any, that could result from the
litigation.  The cost of  litigation  will  continue to be a drain on  corporate
resources  until the matter is resolved.  Through  October 31, 2003, the Company
has paid out $38,610 in legal fees in defense of the Labor Ready claims.


                                       12
<PAGE>

                                   FORM 10-QSB


Part I, Item 2. Managements Discussion and Analysis of financial condition and
                results of operations.

Background

         TFS was  organized  in  October  2000 to  provide  accounts  receivable
financing  for  temporary  labor  businesses.  Outstanding  loans to temp  labor
businesses reached a peak of nearly $800,000 in June, 2002. Even though the temp
labor  lending  business  showed  potential  for  further  growth,  management's
assessment of the risk  associated with temp labor loans and the level of effort
required for managing the loans and protecting TFS' rights to repayment made the
business opportunity less attractive than originally anticipated.

         In January, 2002, TFS acquired an interest in Genesis Financial,  Inc.,
a company  engaged in buying and selling real estate  receivable  contracts  and
other types of cash flow  instruments.  While management was evaluating the temp
labor loan business,  the real estate receivable contract business began to grow
and the company was presented with  opportunities  to acquire  interests in real
estate contracts with attractive yields. Upon review, management determined that
the real estate contract  business offered nearly the same return with less risk
and less requirement for management oversight. As a result, the Company began to
move out of the temp labor loan  business  and into the  business  of buying and
holding and/or reselling real estate  receivable  contracts for resale.  At this
time, TFS has phased out all but one of its temp labor loan  customers,  and has
shifted the  majority of its assets  into the real estate  receivable  contracts
business.

         In future  periods,  we expect that TFS will  continue to focus on real
estate  receivable  contracts,  and will phase out the remaining temp labor loan
business  over the next twelve  months.  We believe  that the change in business
direction  will require less overhead in future periods and that the revenues we
are able to generate  from the real estate  receivable  contracts  business will
begin to  generate  profits  toward  the end of 2003.  The  change  in  business
strategy  and its  affect on  operations  is  discussed  in the period to period
comparison set forth below.

         In  addition  to the real  estate  receivable  contract  business,  the
Company is also  searching  for a viable merger  candidate for a reverse  merger
acquisition.  The  Company  hopes  to find a  candidate  with a going  business,
profitable   operations  and  good  upside  potential,   and  to  negotiate  the
acquisition of such a target at some time in the future.  No deals are currently
being  seriously  reviewed.  If such a  transaction  occurs,  it is likely  that
management of the Company will change and the target  management  team will take
over day to day  operations  of the Company.  Additional  details on a potential
reverse  acquisition  transaction  will be provided to our  shareholders  when a
target  is  identified  and  discussions  progress  to a  formal  expression  of
interest.

Three Months Ended September 30, 2003 and 2002

         Results of Operations.  For the three months ended  September 30, 2003,
the company  generated  gross  revenues of $88,070,  compared to $58,694 for the
comparable  period in 2002. This  represents an aggregate  increase of 50%. More
significant,  temp labor loan and related fees decreased to $16,174 from $34,581
(53%) in the three  months  ended  September  30, 2003  compared to 2002,  while
interest and investment income increased to $63,506 from $15,783, an increase of
302%.  The  reduction  of temp labor loan fees and the  increase in interest and
investment income are consistent with the company's current focus on real estate
receivables contract business.



                                       13
<PAGE>

         Total  operating  expenses  increased to $127,240  from $90,468 for the
three month period ended September 30, 2003 compared to 2002.  Interest expense,
relating primarily to the Company's line of credit from an officer and director,
increased to $31,282 from $7,875 for the three months ended  September  30, 2003
compared  to 2002.  The line of credit is used to fund a line of credit that TFS
provides to Genesis,  and to fund a portion of the  inventory of contracts  held
for resale.  Interest income earned by TFS from its' line of credit is offset by
the interest expense TFS pays to its officer director,  and there is no interest
rate spread on this loan. The company's  investment  assets,  on the other hand,
have yields ranging from 12% to 15% or more and these investment yields positive
interest spreads of 6% or more to TFS.

         Compensation and related expenses  decreased to $27,822 from $50,780 in
the three months ended  September 30, 2003 compared to 2002. The decrease is the
result of two  factors.  The  decision  to focus on the real  estate  receivable
contracts  business  reduced  personnel  needs of the company and the reductions
created savings in compensation costs.  Additionally,  an officer of the company
that was employed  full time by TFS in June 2002,  is now splitting his time 70%
to TFS and 30% to  Genesis.  We expect  that we will  continue to see a shift in
overhead from TFS to Genesis in coming  periods as Genesis grows and TFS further
shifts its focus and revenue  sources to real estate  receivable  contracts that
require less personnel and management oversight. In this regard, TFS and Genesis
are currently  reviewing plans to share phone and network costs, and consolidate
offices to further reduce overhead.

         As a publicly traded company subject to ongoing reporting  requirements
with the Securities and Exchange  Commission  (SEC),  TFS will continue to incur
significant expenses to maintain current status with the SEC. These expenses are
likely  to  increase  in  coming  periods  based  on  more  stringent  reporting
requirements  and  public  oversight  initiatives  that  have  been or are being
adopted by the SEC in response to corporate governance concerns caused by Enron,
Worldcom and other corporate  scandals and abuses.  Audit and professional  fees
will  increase as a result of these  changes and the  increases  will impact the
profitability of the company in future periods.

         In  connection  with  previously  described  litigation  filed by Labor
Ready,  TFS is continuing to incur legal expenses for defense costs.  We believe
the litigation is groundless and that TFS will ultimately prevail on the merits,
and we are hopeful that the court will eventually  award TFS at least a recovery
of expenses. No assurances can be given,  however,  regarding the outcome of the
matter,  the time frame of the resolution or if any recovery will be received by
TFS. To date,  the company has incurred  $38,610 in defense of this  litigation.
For the three  month  period  ended  September  30,  2003,  litigation  expenses
amounted to $13,061. The trend of litigation expenses has been increasing as the
case progresses through discovery.  We expect that litigation expenses will hold
at current levels averaging  approximately $5,000 per month as the case proceeds
to resolution.

         During the quarter ended  September 30, 2003, the company  entered into
an agreement with its initial public offering  underwriter  for  cancellation of
the  underwriter's  warrants  that were  issued on closing  the IPO on March 31,
2002. These  underwriters'  warrants included certain demand registration rights
and we believe that  elimination of this  contractual  obligation  will make the
Company  more  marketable  in  our  search  for  a  viable  reverse  acquisition
candidate.  The Company paid $22,000  cash and 12,000  shares of Genesis  common
stock owned by the Company for the  cancellation.  The Genesis  common stock was
valued at $1.00 per share for purposes of expensing the settlement. The basis of
the shares distributed to the underwriter was also $1.00 per share so no gain or
loss was recognized on the  distribution  of the 12,000 shares of Genesis common
stock. We consider the $1.00  valuation to be a reasonable  estimate of the fair
market value of the shares distributed.



                                       14
<PAGE>

Nine Months Ended September 30, 2003 and 2002

         For the nine months ended  September  30, 2003,  the company  generated
gross revenues of $235,620,  compared to $154,031 for the  comparable  period in
2002. This represents an aggregate  increase of 53%. Temp labor loan and related
fees decreased to $38,936 from $91,484 (57%) in the nine months ended  September
30, 2003 compared to 2002,  while  interest and investment  income  increased to
$150,644  from  $38,547,  an increase of 290%.  The reduction of temp labor loan
fees and the increase in interest and investment  income are consistent with the
company's current focus on real estate receivables contract business.

         Total  operating  expenses  increased to $313,488 from $279,123 for the
nine month period ended September 30, 2003 compared to 2002.  Interest  expense,
relating primarily to the Company's line of credit from an officer and director,
increased to $68,343 from $24,631 for the nine months ended  September  30, 2003
compared  to 2002.  The line of credit is used to fund a line of credit that TFS
provides to Genesis,  and to fund a portion of the  inventory of contracts  held
for resale.  Interest income earned by TFS from its' line of credit is offset by
the interest expense TFS pays to its officer director,  and there is no interest
rate spread on this loan.  The company's  investment  assets have yields ranging
from 12% to 15% or more and these investment yield positive  interest spreads of
6% or more to TFS.

         Compensation and related expenses decreased to $94,367 from $119,132 in
the six months ended  September 30, 2003 compared to 2002.  Office expenses also
decreased to $10,069 form  $20,206 in the nine months ended  September  30, 2003
compared to 2002. The decrease in the nine month period reflect the current cost
cutting and cost  shifting  efforts  described  for the three month period ended
September 30, 2003. As the cost cutting measures are implemented, we expect that
additional bottom line impact will be reflected in coming periods.

         The overall  increase in operating costs in the nine month period ended
September 30, 2003 is primarily the result of litigation expenses and settlement
costs incurred in the period.  Aggregate  litigation  costs incurred in the nine
months were $32,333, and settlement costs on the underwriters' warrants expensed
in the period were $34,000.

         With the change in business focus and our continuing  efforts to reduce
costs, we expect that the mix and amount of expenses  incurred by the company in
coming  periods will  continue to change.  Results in future  periods may not be
comparable to historical results.

Liquidity and Capital Resources.

         At September 30, 2003, TFS held approximately  $90,000 in cash, and had
short term revolving credit type loans  outstanding of $1,828,600.  In addition,
the Company had approximately  $120,000  available on its line of credit from an
officer and  director.  This  represents  a reduction  in the  liquidity  of the
company at September 30, 2003, compared to December 31, 2002. The erosion of the
liquidity  position was  primarily  caused by the purchase of $1,050,000 in real
estate contracts  receivable during the period.  The reduction in liquidity will
limit the new business that the Company is able to conduct  unless other sources
of capital are located at terms  acceptable  to the company and the lender.  The
existing  revolving  credit  facilities  with  Genesis and one  temporary  labor
business will see periodic fluctuations in outstanding  balances,  and we expect
that excess cash from reductions in our revolving loan receivable  accounts will
be held in cash to be used when additional  loan advances are requested.  We are
currently   reviewing  the  potential  for  bank  financing  to  supplement  our
liquidity, and are also in discussions with an officer/director about additional
investment to provide flexibility as our business grows.



                                       15
<PAGE>

         Our  investment  in  real  estate  contracts   receivable  consists  of
interests in three real estate loans. The first is a $50,000 partial interest in
a contract  secured by a commercial  building  and land in North Idaho,  bearing
interest  only  payments at 15% per annum and due in full on March 5, 2006.  The
second is an $820,000  contract secured by a mobile home park in Moscow,  Idaho,
bearing interest at 12% per annum with principal and interest payments of $8,636
per month and the  remaining  principal  due in thirty six months from March 21,
2003 unless  extended for up to two one year periods.  If extended,  the Moscow,
Idaho  loan  calls  for a 2%  extension  fee due on each  extension.  The  third
contract for $185,250  calls for interest only payments of 14% per annum and the
full  principal  balance is due on June 20, 2004.  Each of these  contracts  are
secured by real estate  that TFS  management  believes is more than  adequate to
protect  TFS'  interests.  In the  aggregate,  our  investment  in  real  estate
contracts generates about $11,500 in monthly operating cash flow.

         We now have only one loan  outstanding to the temp labor  business.  At
September 30, 2003, the outstanding  balance amounted to $306,738.  This balance
is expected to fluctuate  with larger  borrowing  anticipated in the warm months
when temp labor activity is at its peak, and lower  borrowing in the winter when
there is less demand for temporary  workers.  Our sole remaining temp labor loan
bears an average  interest  rate of 20.0%,  payable  weekly  and  secured by all
assets  of the  borrower  (primarily  accounts  receivable).  The  loan  is also
personally  guaranteed  up to  $100,000  by an  owner  of the  borrower.  We are
currently working with this borrower to move the accounts  receivable funding to
a more traditional  lender, and we anticipate that this last temp labor borrower
will find  replacement  funds at more  attractive  rates than we are  willing to
offer sometime in the next twelve months. Once our last temp labor borrower pays
off our loan, we will be out of the temp labor business entirely,  and we do not
anticipate  that we will do any more lending to the temp labor  industry.  If or
when our  temporary  labor  borrower pays off our loan, we will use the funds to
expand our lending capacity in the real estate contract receivable business,  or
will use the funds to purchase additional real estate contracts.

         We believe that our existing  capital position will restrict our growth
in the coming year, and we are evaluating  steps to improve our capital position
through bank financing and/or additional equity offerings.  These plans have not
been  finalized and we cannot  determine if additional  bank financing or equity
capital  will  be  available  to us or if  available,  that  the  terms  will be
acceptable. Pending a determination on other capital resources, we will continue
to do business as we have and will  adjust our lending  rates where  possible to
limit the deal flow to a level that  matches our  available  resources.  We will
also continue to reduce overhead and operating costs while working toward a goal
of positive cash flow and earnings in 2004.

         The results of  operations  for the three and nine month  periods ended
September  30, 2003 are not  necessarily  indicative  of the results that may be
expected for the entire year.


                                       16
<PAGE>

FORM 10-QSB

                                     PART II

Part II, Item 1.  Legal proceedings. None, except as previously reported.

Part II, Item 2. Changes in securities. None

Part II, Item 3. Defaults upon senior securities.  None

Part II, Item 4. Submission of matters to a vote of security holders. None

Part II, Item 5. Other information.  None

Part II Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibit No.    Description
         -----------    -----------

         99.1           Certification of PEO under ss.906 of Sarbanes-Oxley

         99.2           Certification of PFO under ss.906 of Sarbanes-Oxley

(b)      Reports on Form 8-K.  None

SIGNATURES

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

         Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, each of the
undersigned  certifies  that  this  periodic  report  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and that the information  contained in this periodic report fairly presents,  in
all material respects,  the financial condition and results of operations of the
Company.

TEMPORARY FINANCIAL SERVICES, INC.


<TABLE>
<S>                                                                                                  <C>
/s/John R. Coghlan   President, Principal Executive Officer              John R. Coghlan             November 7, 2003
---------------------------------------------------------------------------------------------------------------------------
Signature                             Title                               Printed Name                     Date


/s/Brad E. Herr          Secretary, Principal Financial Officer           Brad E. Herr               November 7, 2003
---------------------------------------------------------------------------------------------------------------------------
Signature                             Title                               Printed Name                     Date
</TABLE>



                                       17

<PAGE>

                                 CERTIFICATIONS

I, John R. Coghlan, President and Principal Executive Officer, certify that:


1. I have reviewed this quarterly  report on Form 10-QSB of Temporary  Financial
Services, Inc.;


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  officers  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 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 officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):


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


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


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


Date: November 7, 2003

/s/ John R. Coghlan
------------------------------------------------------------
John R. Coghlan, President and Principal Executive Officer



                                       18
<PAGE>

                                 CERTIFICATIONS

I, Brad E. Herr, Principal Financial Officer, certify that:


1. I have reviewed this quarterly  report on Form 10-QSB of Temporary  Financial
Services, Inc.;


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  officers  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 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 officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):


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


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


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


Date: November 7, 2003

/s/ Brad E. Herr
-----------------------------------------
Brad E. Herr, Principal Financial Officer


                                       19