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U.S. Securities And Exchange Commission Washington, D.C. 
20549

Form 10-KSB

|(Mark One)                                                                                          
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|x                                                                                                   
|                                                                                                    
|                                                                                                    
|                                                                                                    
|or                                                                                                  
|                                                                                                    
|o                                                                                                   
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|                                                                                                    
|Cardinal Bankshares Corporation                                                                     
|                                                                                                    
|(Name of small business issuer in its charter)                                                      
|                                                                                                    
|Virginia                                                                                            
|                                                                                                    
|(State or other jurisdiction of incorporation or organization)                                      
|                                                                                                    
|101 Jacksonville Circle Floyd, Virginia                                                             
|                                                                                                    
|(Address of principal executive offices)                                                            
|                                                                                                    
|(540) 745-4191                                                                                      
|                                                                                                    
|Issuers telephone number, including area code                                                      
|                                                                                                    
|Securities registered pursuant to Section 12(b) of the Act:  None                                   
|                                                                                                    
|Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $10.00 per share
|                                                                                                    
|                                                                                                    
|                                                                                                    

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.

|Yes | x | No | o
|--- | - | -- | -

Check if there is no disclosure of delinquent filers in response to Item 405 of regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.

The issuers revenues for its most recent fiscal year were $12,211,000.

The aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $28,177,103 as of March 20, 2003.

1,535,733 shares of the Issuers common stock were issued and outstanding as of March 20, 2003.

Transitional Small Business Disclosure Format. (Check one):

|Yes | o | No | x
|--- | - | -- | -

DOCUMENTS INCORPORATED BY REFERENCE

The
annual report to security holders for fiscal year ended December 31, 2002 is incorporated by reference into Form 10-KSB Part II, Items 7 and 8, and Part III, Item 13.  The issuers Proxy Statement for the 2003 Annual Meeting is
incorporated by reference into Form 10-KSB Part III, Items 9, 10, 11 and 12.

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PART I

|ITEM 1. | DESCRIPTION OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        | (A) BUSINESS DEVELOPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | Cardinal Bankshares Corporation (the Company) was incorporated as a Virginia corporation on March 12, 1996 to acquire the stock of Bank of Floyd (the Bank).  The
Bank was acquired by the Company on June 30, 1996.                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The Bank was organized as a state chartered bank on February 24, 1951 through the consummation of a plan of consolidation between two state chartered community banks
then operating in Floyd County, Virginia.                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The Bank and its wholly-owned subsidiary, FBC, Inc., are incorporated and operate under the laws of the Commonwealth of Virginia.  As a state chartered Federal
Reserve member, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions and the Federal Reserve.  FBC, Inc.s assets and operations consist primarily of annuity sales and minority interests in title insurance
companies.                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | (B) DESCRIPTION OF THE BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The principle business of the Company and Bank is to provide comprehensive individual and corporate banking services through the Banks main office in Floyd,
Virginia, and branch offices in Hillsville, Christiansburg, Roanoke and Willis, Virginia.  The Banks wholly-owned subsidiary, FBC, Inc., has interests in Virginia Title Center, LLC as well as Virginia Bankers Insurance Center, LLC, both
of which act as title insurance companies.  FBC, Inc. also has an interest in VBA Investment Services, LLC.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | (1) SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The Bank is a full service retail commercial bank offering a wide range of services, including demand and time deposits as well as installment, mortgage and other
consumer lending services.  The Bank makes seasonal and term commercial loans, both alone and in conjunction with other banks or governmental agencies.                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | (2) COMPETITIVE CONDITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | The bank business is highly competitive.  The Company competes as a financial intermediary with other commercial banks, savings and loan associations, credit
unions and money market mutual funds operating in its trade area and elsewhere.  As of December 31, 2002, there were two commercial banks (one of which is the Bank) operating a total of three offices in Floyd County, Virginia.  The
competing institution is not locally owned.                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

2



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|        | Floyd County generates approximately 80% of the Banks total deposits.  In the other parts of the Banks trade area (the Virginia counties of Roanoke,
Montgomery, and Carroll and the City of Roanoke, Virginia), there are a number of locally owned community banks, statewide banking organizations, and affiliate banks of southeast regional bank holding companies in operation.                                                                                                                                                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | (3) MATERIAL CUSTOMERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Deposits are derived from a broad base of customers in its trade area.  No material portion of deposits have been obtained from a single person or a few persons
(including Federal, State, and local governments and agencies thereunder), the loss of which would have a materially adverse effect on the business of the Bank.                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The majority of loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Companys market area.  The
majority of such customers are depositors.  The Company generally does not extend credit to any single borrower or group of related borrowers in excess of approximately $2 million.  Although the Company has a reasonably diversified loan
portfolio, it has a loan concentration relating to customers who are motel and bed-and-breakfast owners and operators.  Total loans and loan commitments to this industrial group amounted to approximately $17.7 million and $16.6 million at
December 31, 2002 and 2001, respectively.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | (4) RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | No patents, trademarks, licenses, franchises or concessions held are of material significance to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | (5) NEW SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The Company has expended no material dollars on research activities relating to new lines of business in the last two years.  However, in the year 2003, the
Company will continue to weigh the opportunities now available after passage of the Gramm-Leach-Bliley Act in 1999.  Some of the products and services that now may be offered by the Company are property, casualty, life, automobile, disability,
and group insurance products as well as brokerage services and others.                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | (6) ENVIRONMENTAL LAWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Compliance with Federal, State, or Local provisions regulating the discharge of materials into the environment has not had, nor is it expected to have in the future,
a material effect upon the Companys capital expenditures, earnings or competitive position.                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | (7) EMPLOYEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The Bank had 21 officers, 45 full-time employees and 3 part-time employees as of December 31, 2002.  Employee relations have been good.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|ITEM 2. | DESCRIPTION OF PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The present headquarters of the Company consists of a three-story brick building, with approximately 21,200 square feet of floor space located at 101 Jacksonville
Circle, Floyd, Virginia.  The Bank also owns its branch offices in Hillsville and Roanoke, Virginia, which have drive-up facilities.  The Banks Willis and Christiansburg, Virginia offices operate from leased facilities.                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The Bank also owns a three-story brick building adjacent to its main office which serves as the Banks conference room, training room and which provides space
for expansion of the financial services now offered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

3



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|ITEM 3. | LEGAL PROCEEDINGS                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                
|        | Neither the Company nor the Bank or its subsidiary are a party to, nor is any of their property the subject of, any material pending legal proceedings incidental to
the business of the Company or the Bank or its subsidiary.
|        |                                                                                                                                                                                                                                
|ITEM 4. | SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS                                                                                                                                                                             
|        |                                                                                                                                                                                                                                
|        | No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.                                                                                                     
|        |                                                                                                                                                                                                                                
|PART II
|       
|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                                                                                                                                       
|        |                                                                                                                                                                                                                                
|        | (A)                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                



|Year |  | High |       | Low |  
|---- |  | ---- | ----- | --- | -
|     |  |      |       |     |  
|2002 |  | $    | 23.47 |     | $
|2001 |  | $    | 16.00 |     | $
|2000 |  | $    | 12.25 |     | $
|1999 |  | $    | 17.00 |     | $
|1998 |  | $    | 18.00 |     | $



|        | (B)                                                                                                                                                             | The approximate number of holders of the Banks 1,535,733 Common Stock Securities as of December 31, 2002, is 710.                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | (C)                                                                                                                                                             | Dividends paid for 2002 were $0.45 and 2001 were $0.42 per share owned.  The Companys ability to declare and pay dividends in the future are dependent upon its
consolidated  net income, fiscal and general business condition.  Subject to these considerations, as well as, laws and regulations governing the payment of dividends, the Company may declare dividends at the discretion of the Board of
Directors only.  The Company currently expects that dividends will continue to be paid in the foreseeable future.
|        |                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS                                                                                                                           
|        |                                                                                                                                                                
|        | The information required by Item 6 of Form 10-KSB appears in the Companys Proxy Statement for the 2003 Annual Meeting and is incorporated herein by
reference.
|        |                                                                                                                                                                
|ITEM 7. | FINANCIAL STATEMENTS                                                                                                                                           
|        |                                                                                                                                                                
|        | The information required by Item 7 of Form 10-KSB appears in the Companys 2002 Annual Report to Stockholders and is incorporated herein by
reference.         
|        |                                                                                                                                                                
|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                                                           
|        |                                                                                                                                                                
|        | NONE                                                                                                                                                           
|        |                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

4



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|         |                                                                                                                                                                 
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                 
|ITEM 9.  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                                                 
|         |                                                                                                                                                                 
|         | The information required by Item 9 of Form 10-KSB appears in the Companys Proxy Statement for the 2003 Annual Meeting and is incorporated herein by reference. 
|         |                                                                                                                                                                 
|ITEM 10. | EXECUTIVE COMPENSATION                                                                                                                                          
|         |                                                                                                                                                                 
|         | The information required by Item 10 of Form 10-KSB appears in the Companys Proxy Statement for the 2003 Annual Meeting and is incorporated herein by reference.
|         |                                                                                                                                                                 
|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                                                                  
|         |                                                                                                                                                                 
|         | The information required by Item 11 of Form 10-KSB appears in the Companys Proxy Statement for the 2003 Annual Meeting and is incorporated herein by reference.
|         |                                                                                                                                                                 
|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                                                                  
|         |                                                                                                                                                                 
|         | The information required by Item 12 of Form 10-KSB appears in the Companys Proxy Statement for the 2003 Annual Meeting and is incorporated herein by reference.
|         |                                                                                                                                                                 

5



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|PART IV 
|--------
|        
|ITEM 13.
|        
|        
|        



|                                                                                                 |                                                                                                | 2002 Annual Report To Stockholders Pages (s)*                                                                                                                                        |      |  | 
|------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | 1.                                                                                             | Financial Statements:                                                                                                                                                               
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Independent Auditors Report                                                                   |                                                                                                                                                                                      | 4    |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Consolidated Balance Sheets - December 31, 2002 and 2001                                       |                                                                                                                                                                                      | 5    |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Consolidated Statements of Income - Years ended December 31, 2002, 2001 and 2000               |                                                                                                                                                                                      | 6    |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Consolidated Statements of Stockholders Equity - Years ended December 31, 2002, 2001 and 2000 |                                                                                                                                                                                      | 7    |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Consolidated Statements of Cash Flows - Years ended December 31, 2002, 2001 and 2000           |                                                                                                                                                                                      | 8    |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|                                                                                                 | Notes to Consolidated Financial Statements                                                     |                                                                                                                                                                                      | 9-26 |  | 
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 
|*   Incorporated by reference from the indicated pages of the 2002 Annual Report to Stockholders
|                                                                                                
|                                                                                                 | 2.                                                                                             | Financial Statement Schedules:                                                                                                                                                      
|                                                                                                 |                                                                                                |                                                                                                                                                                                     
|                                                                                                 |                                                                                                | All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related notes.                    
|                                                                                                 |                                                                                                |                                                                                                                                                                                     
|                                                                                                 | 3.                                                                                             | Exhibits:                                                                                                                                                                           
|                                                                                                 |                                                                                                |                                                                                                                                                                                     
|                                                                                                 |                                                                                                | The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed in the Index to Exhibits to this Annual Report on Form
10-KSB.
|                                                                                                 |                                                                                                |                                                                                                                                                                                     
|                                                                                                 |                                                                                                | REPORTS ON FORM 8-K filed during the fourth quarter of 2002:                                                                                                                        
|                                                                                                 |                                                                                                |                                                                                                                                                                                     
|                                                                                                 |                                                                                                | None.                                                                                                                                                                               
|                                                                                                 |                                                                                                |                                                                                                                                                                                      |      |  | 

6



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|ITEM 13. | EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED
|-------- | -------------------------------------------
|         |                                            
|         |                                            
|         |                                            
|         |                                            
|         |                                            
|         |                                            
|         |                                            
|         |                                            
|         |                                            

7



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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARDINAL BANKSHARES CORPORATION

|/s/ RONALD LEON MOORE                                             |  | /s/ RAY A. FLEMING                                                  | 
|----------------------------------------------------------------- |  | ------------------------------------------------------------------- | 
|                                                                  |  |                                                                     | 
|Ronald Leon Moore Chairman, President and Chief Executive Officer |  | Ray A. Fleming Executive Vice President and Chief Financial Officer | 
|Date:  March 26, 2003                                             |  | Date:  March 26, 2003                                               | 

In accordance with the Exchange Act, this report has to be signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                 |  | Title                           |  | Date          
|------------------------- |  | ------------------------------- |  | --------------
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ RONALD LEON MOORE     |  | Director, Chairman, President & |  | March 26, 2003
|                          |  | Chief Executive Officer         |  |               
|Ronald Leon Moore         |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ K. VENSON BOLT        |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|K. Venson Bolt            |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ JOSEPH HOWARD CONDUFF |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|Joseph Howard Conduff     |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ W. R. GARDNER, JR.    |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|W. R. Gardner, Jr.        |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ C. W. HARMAN          |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|C. W. Harman              |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ KEVIN D. MITCHELL     |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|Kevin D. Mitchell         |  |                                 |  |               
|                          |  |                                 |  |               
|                          |  |                                 |  |               
|/s/ DORSEY H. THOMPSON    |  | Director                        |  | March 26, 2003
|                          |  |                                 |  |               
|Dorsey H. Thompson        |  |                                 |  |               

8



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CERTIFICATION

|I, Ronald Leon Moore, certify that:
|-----------------------------------
|                                   
|1.                                 
|                                   
|2.                                 
|                                   
|3.                                 
|                                   
|4.                                 
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|5.                                 
|                                   
|                                   
|                                   
|                                   
|                                   
|6.                                 
|                                   
|Date:  March 26, 2003              
|                                   
|                                   
|                                   

9



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CERTIFICATION

|I, Ray A. Fleming, certify that:
|--------------------------------
|                                
|1.                              
|                                
|2.                              
|                                
|3.                              
|                                
|4.                              
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|5.                              
|                                
|                                
|                                
|                                
|                                
|6.                              
|                                
|Date:  March 26, 2003           
|                                
|                                
|                                

10



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CERTIFICATION (Pursuant to 18 U.S.C. Section 1350)

The undersigned hereby certifies that (i) the foregoing Annual Report on Form 10-KSB filed by March 31, 2003 (the Registrant) for the year ended
December 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.

|Date:  March 26, 2003 | /s/ RONALD LEON MOORE                                             | 
|--------------------- | ----------------------------------------------------------------- | 
|                      |                                                                   | 
|                      | Ronald Leon Moore Chairman, President & Chief Executive Officer   | 
|                      |                                                                   | 
|Date:  March 26, 2003 | /s/ RAY A. FLEMING                                                | 
|                      |                                                                   | 
|                      | Ray A. Fleming Executive Vice President & Chief Financial Officer | 

11



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INDEX TO EXHIBITS

|Exhibit No. |  | Description                                                                                                                                                                                                                                 |  | Page No. In Equential System
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------
|            |  |                                                                                                                                                                                                                                             |  |                             
|13.1        |  | 2002 Annual Report to Stock-holders (Such Report, except to the extent incorporated herein by reference, is being furnished for the information of the Commission only and is not
deemed to be filed as part of this Report on Form 10-KSB) |  |                            

12