US SECURITIES & EXCHANGE COMMISSION
                               WASHINGTON DC 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    April 30, 2003
                               --------------------


                                       OR


( )      TRANSITION REPORT UNDER SECTION 13 or 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

For the transition period                To
                         ----------------  ----------------

Commission file number       000-25875
                          --------------



                           EXHAUST TECHNOLOGIES, INC.
                           --------------------------
       (Exact name of small business issuer as specified in its charter)


        Washington                                            91-1970433
        ----------                                            ----------
(State or other jurisdiction of                     (IRS Employer Identification
 Incorporation or Organization)                      No.)


            230 North Division St P O Box 2822 Spokane WA 99220-2822
                     (Address of principal executive office)


                                 (509) 838-4447
                           (Issuer's telephone number)


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 the past 90 days. YES ( ) NO (X)

As of June 23, 2003 there were 7,230,825 shares of the Registrant's common stock
outstanding.

Transitional Small Business Disclosure Format (check one) YES ( ) NO (X)


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                   Form 10-QSB

                      For the Quarter Ended April 30, 2003



                                      INDEX


                                                                            Page
                                                                            ----


PART I - Financial Information


      Item 1 - Financial Statements (all financial
               statements are unaudited except the
               January 31, 2003 balance sheet):

             - Balance Sheets - April 30, 2003 and
               January 31, 2003                                              3-4

             - Statements of Income - Three
               months ended April 30, 2003 and 2002                          5-7

             - Statements of Cash Flows - Three months
               ended April 30, 2003 and 2002                                 8-9

             - Notes To Financial Statements                               10-12



      Item 2 - Management's Discussion and Analysis
                and Plan of Operation                                      13-14


PART II - Other Information                                                   15







<PAGE>

Part I - Financial Information
Item 1 - Financial Statements





                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                        ================================


                                                    April            January
                                                  30, 2003              31,
                                                 (Unaudited)           2003
                                                 ------------      ------------



     ASSETS

CURRENT:
  Cash and cash equivalents                      $    116,427      $     60,193
  Accounts receivable                                 114,011            78,442
  Inventory                                           789,445           405,889
  Inventory credit note                                36,462           303,746
  Prepaid expenses                                      1,998             4,995
                                                 ------------      ------------

         TOTAL CURRENT ASSETS                       1,058,343           853,265


EQUIPMENT, net of accumulated
  depreciation of $52,382 and $48,382                 111,416           110,821


LICENSES, net of accumulated
  amortization of $28,342 and $26,742                   3,092             4,692
                                                 ------------      ------------







         TOTAL ASSETS                            $  1,172,851      $    968,778
                                                 ============      ============








                   (See notes to interim financial statements)
                                                                             -3-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                        ================================



                                                        April        January
                                                       30, 2003         31,
                                                     (Unaudited)       2003
                                                     -----------    -----------



     LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT:
  Accounts payable                                   $    15,868    $    10,764
  Advances from related party                             12,037           --
  Accrued interest payable                                 1,954           --
  Accrued interest-related party                         107,698         97,451
  Current portion of long-term
   bank debt (Note 5)                                     97,702         97,702
                                                     -----------    -----------

         TOTAL CURRENT LIABILITIES                       235,259        205,917

LONG-TERM DEBT:
  Long-term portion of bank debt
   (Note 5)                                              411,740        402,298
                                                     -----------    -----------

         TOTAL LIABILITIES                               646,999        608,215
                                                     -----------    -----------

Committments and Contingencies                              --             --
                                                     -----------    -----------

STOCKHOLDERS' EQUITY:
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    7,230,825 shares outstanding                              72             72
  Additional paid-in capital                             922,064        922,064
  Accumulated deficit                                   (396,284)      (561,573)
                                                     -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY                      525,852        360,563
                                                     -----------    -----------


         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                        $ 1,172,851    $   968,778
                                                     ===========    ===========








                   (See notes to interim financial statements)
                                                                             -4-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)


                                                             Three       Three
                                                             Months      Months
                                                             Ended       Ended
                                                             April       April
                                                               30,         30,
                                                              2003        2002
                                                            --------    --------

SALES AND OTHER REVENUE:
  Sales of product                                          $222,215    $ 68,168
  Royalty income                                             250,000     149,983
                                                            --------    --------

   Total revenue                                             472,215     218,151

COST OF SALES                                                189,603      52,010
                                                            --------    --------

   Gross profit                                              282,612     166,141
                                                            --------    --------

OPERATING EXPENSES:
 Professional services                                         5,224      15,672
 Research and
  development                                                    991      11,805
 Advertising                                                   5,022       4,477
 Office expense                                                6,440       8,307
 Compensation                                                 11,730      11,730
 Amortization                                                  1,600       1,575
 Management fees                                              36,000      24,000
 Rent                                                         14,400       9,000
 Travel and entertainment                                      2,753       6,148
 Supplies                                                      1,004         545
 Discounts                                                     7,145        --


                   (See notes to interim financial statements)

                                                                             -5-
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)

                                                           Three       Three
                                                           Months      Months
                                                           Ended       Ended
                                                           April       April
                                                            30,         30,
                                                           2003         2002
                                                         ---------    ---------
 Telephone                                                     976         --
 Vehicle expense                                             3,900         --
 Repairs                                                     2,373        4,220
 Insurance                                                   2,997        4,626
                                                         ---------    ---------

Total operating expenses                                   102,555      102,105
                                                         ---------    ---------

Income from operation                                      180,057       64,036

Other income (expense):
 Miscellaneous income                                         --         48,056
 Interest expense                                          (14,768)     (15,423)
                                                         ---------    ---------

    Total other income
     (expense)                                             (14,768)      32,633
                                                         ---------    ---------
Net income
 before taxes                                              165,289       96,669

Income taxes                                                  --           --
                                                         ---------    ---------

Net income                                               $ 165,289    $  96,669
                                                         =========    =========

Comprehensive income                                     $ 165,289    $  96,669
                                                         =========    =========


                   (See notes to interim financial statements)
                                                                             -6-

<PAGE>

                           EXHAUST TECHNOLOGIES, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)


                                                            Three       Three
                                                            Months      Months
                                                            Ended       Ended
                                                            April       April
                                                              30,         30,
                                                             2003        2002
                                                         ----------   ----------




Net loss per share-
 basic and diluted                                       $     0.02   $     0.01
                                                         ==========   ==========

Weighted average
 number of shares
 outstanding-
 basic and diluted                                        7,230,825    6,491,000
                                                         ==========   ==========












                   (See notes to interim financial statements)
                                                                             -7-
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Unaudited
                        ================================


                                                          Three        Three
                                                          Months       Months
                                                           Ended        Ended
                                                         April 30,    April 30,
                                                            2003         2002
                                                         ---------    ---------

Cash flows from
 operating activities:
 Net income                                              $ 165,289    $  96,669
 Adjustments to
  reconcile net income
  to net cash used in
  operating activities:
   Amortization and
    depreciation                                             5,600        5,325
 Changes in assets and
  liabilities:
   Accounts receivable                                     (35,569)     (38,427)
   Accounts payable                                          5,104     (102,144)
   Inventory                                              (383,556)     (64,711)
   Inventory credit note                                   267,284      104,711
   Prepaid expenses                                          2,997        4,626
   Advances from related party                              12,037         --
   Accrued interest                                         12,201       13,750
                                                         ---------    ---------

Net cash provided by
 operating activities                                       51,387       19,799
                                                         ---------    ---------

Cash flows from
 investing activities:
 Cash paid for property
  and equipment                                             (4,595)      (1,307)
                                                         ---------    ---------

Net cash used in
 investing activities                                       (4,595)      (1,307)
                                                         ---------    ---------










                   (See notes to interim financial statements)
                                                                             -8-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Continued
                        ================================


                                                           Three        Three
                                                           Months       Months
                                                            Ended       Ended
                                                          April 30,   April 30,
                                                             2003        2002
                                                          ---------   ---------


Cash flows from financing activities:
 Loan proceeds                                                9,442        --
 Principal payments on note                                    --       (30,000)
                                                          ---------   ---------

Net cash provided by (used in)
 financing activities                                         9,442     (30,000)
                                                          ---------   ---------

Net increase
(decrease) in cash                                           56,234     (11,508)


Cash, beginning of
 period                                                      60,193      11,890
                                                          ---------   ---------

Cash, end of period                                       $ 116,427   $     382
                                                          =========   =========

Supplemental Disclosures
 of Cash Flow Information:

 Cash Paid During Period
  for:
  Interest                                                $   2,568   $    --
                                                          =========   =========

  Income Taxes                                            $    --     $    --
                                                          =========   =========













                   (See notes to interim financial statements)
                                                                             -9-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                ================================================


1.   BASIS OF PRESENTATION
The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB  and  Regulation  S-B as  promulgated  by  the  Securities  and  Exchange
Commission.  Accordingly,  these financial  statements do not include all of the
disclosures  required by generally accepted  accounting  principles for complete
financial  statements.  These unaudited interim  financial  statements should be
read in conjunction with the audited  financial  statements for the period ended
January 31, 2003. In the opinion of management,  the unaudited interim financial
statements  furnished  herein  include  all  adjustments,  all of which are of a
normal recurring  nature,  necessary for a fair statement of the results for the
interim period presented.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the use of estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
disclosure of contingent  assets and  liabilities  known to exist as of the date
the financial statements are published, and the reported amounts of revenues and
expenses  during  the  reporting  period.  Uncertainties  with  respect  to such
estimates  and  assumptions  are inherent in the  preparation  of the  Company's
financial statements;  accordingly, it is possible that the actual results could
differ from these estimates and assumptions that could have a material effect on
the  reported  amounts  of the  Company's  financial  position  and  results  of
operations.


Operating  results  for the  three-month  period  ended  April 30,  2003 are not
necessarily  indicative  of the results that may be expected for the year ending
January 31, 2004.

2. GOING CONCERN

From the  Company's  inception in July 1998  through its year ended  January 31,
2002, it incurred  operating  losses,  had a working  capital  deficit,  limited
revenues,  and an  untested  market  for  its  products.  These  factors  raised
substantial  doubt as to the Company's  ability to continue as a going  concern.
Accordingly,  the Company's financial statements during those periods included a
qualification as to the Company's ability to continue as a going concern.

During the year ended  January 31, 2003,  the Company began  receiving  revenues
from sales of its products and royalty  payments from license  agreements.  As a

                                                                            -10-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                ================================================


result, the Company's  financial  statements for the year ended January 31, 2003
reflected  net income and an  operating  profit,  positive  working  capital and
stockholders'  equity,  and an expectation that sales of the Company's  products
and royalty income would continue in future  periods.  Management  believes that
the issues that previously gave rise to a going-concern  qualification no longer
exist. Accordingly,  the going-concern  qualification has been removed effective
with the 2003 financial statements.


3.   REVENUE RECOGNITION

In December 1999, the United States  Securities and Exchange  Commission  issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB 101 refined the  criteria  for  determining  when  revenue is
considered  recognizable and is effective no later than the first fiscal quarter
of the fiscal year beginning  after  December 31, 1999. The Company  adopted the
principles specified in SAB 101, and accordingly,  sales of product are recorded
and  customers  are billed when  products are shipped to  customers  under firm,
enforceable  commitments and  collectibility  is reasonably  assured.  Estimated
amounts for  reserves for sales  returns,  provision  for  customer  rebates and
discounts  and a provision  for an  allowance  for bad debts are recorded at the
time of sale and based on management's  estimates using reasonable  assumptions.
Revenue  recognition from royalty payments based upon licensing  agreements will
be recognized when the royalties are received,  or when a reasonable estimate of
royalties  due  under  the  licensing  agreements  can be  made.  Non-refundable
royalties  paid in advance  under  minimum  guarantee  clauses of the  licensing
agreements are considered revenue in the period they are received.

4.   LICENSE AGREEMENTS

During the quarter ended October 31, 2001, the Company entered into two separate
agreements  licensing  rights  to its  patents.  The terms of the  licenses  are
enforceable for the life of the patents.  Quarterly royalties are payable to the
Company with certain minimum  royalties due quarterly and annually.  The Company
has also  retained  the right to  produce  and sell its  products  in the United
States and Canada under their branded trademark.




                                                                            -11-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                ================================================


5.   LONG-TERM DEBT

Long-term debt consists of the following:

       Note payable to bank, maturing $15,000
       monthly, including interest at 7%,
       collateralized by all assets of the
       Company, the guarantee of Bob Sterling
       Enterprises, Inc. (a company owned by
       the President of Exhaust Technologies,
       Inc.), assignment of a $300,000
       promissory note due RES Enterprises,
       Inc. (another company owned by the
       President of Exhaust Technologies,
       Inc.), and the personal guarantee of
       M. Louise Sterling, the wife of Robert
       E. Sterling, who is the president and
       majority stockholder of Exhaust
       Technologies, Inc.                            $   509,442

       Less current maturity                              97,702
                                                      ----------

                                                     $   411,740
                                                      ==========


Long-term debt maturities as of April 30, 2003, are as follows:

                     Year                               Amount
                     ----                            -----------
                     2004                            $   148,880
                     2005                                159,748
                     2006                                171,330
                     2007                                 29,484
                                                      ----------

                                                      $  509,442
                                                      ==========













                                                                            -12-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.


Item 2. Management's Discussion and Analysis or Plan of Operation

General
-------

This Quarterly Report on Form 10-QSB,  including the information incorporated by
reference herein,  includes "forward looking  statements"  within the meaning of
section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). All of the statements  contained in this Quarterly Report on Form 10-QSB,
other than statements of historical fact,  should be considered  forward looking
statements,  including,  but not  limited to,  those  concerning  the  Company's
strategies,  objectives and plans for expansion of its operations,  products and
services  and  growth  in demand  for the  Company's  services.  There can be no
assurance  that  these  expectations  will prove to have been  correct.  Certain
important  factors that could cause actual results to differ materially from the
Company's expectations (the "Cautionary Statements") are disclosed in the annual
report filed on Form 10-KSB.  All  subsequent  written and oral forward  looking
statements by or attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary  Statements.  Investors
are cautioned not to place undue reliance on these forward  looking  statements,
which  speak  only  as of the  date  hereof  and are not  intended  to give  any
assurance as to future results. The Company undertakes no obligation to publicly
release any revisions to these forward  looking  statements to reflect events or
reflect the occurrence of unanticipated events.


Plan of Operation
-----------------

The Company is attempting to increase its customer base through  advertising and
marketing and aggressively promote all our products.

The Company  anticipates  that revenue from  royalties and product sales will be
sufficient to maintain operations for the next twelve months as well as into the
future.

The  research  and  development  is  expected  to  continue  as the  Company  is
continually trying to adapt its muffler to products currently on the market.


Three Months Ended April 30, 2003 (Unaudited) compared to the Three Months Ended
--------------------------------------------------------------------------------
April 30, 2002 (Unaudited)
--------------------------


                                                                            -13-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.



During the three months ended April 30, 2003 the Company  recognized net revenue
in the first  quarter of fiscal  2004 of  approximately  $472,000 as compared to
$218,000  for the same  period of the prior  fiscal  year.  The  increase in net
revenue is the result of our products  reaching a larger market due to marketing
efforts and the collection of royalties.

Operating  expenses include those costs incurred to bring the Company's  product
to market relative to research and development,  sales,  marketing,  and general
administration.  Operating expenses of approximately $102,000 were approximately
the same for the three  months  ended  April 30,  2003 as they were for the same
three-month period in 2002.


Net Income (Loss)
-----------------

Primarily as a result of the  foregoing  factors,  the  Company's net income was
approximately  $165,000 compared to a net income of $96,000 for the three months
ended April 30, 2003 and 2002, respectively.


Financial Conditions and Liquidity
----------------------------------

At April 30, 2003, the Company had approximately $116,000 of cash. For the three
months ended April 30, 2003, the Company  received  approximately  $186,000 from
collections of product sales and approximately $250,000 in royalty payments. The
Company  expended  approximately  $98,000 for the three  months  ended April 30,
2003,  to market the  Company's  products and operate the Company.  Future funds
required to carry out management's plans are expected to be derived from royalty
receipts,  product  sales  and  borrowings.  If  none  of the  alternatives  are
successful, we may have to cease operations.














                                                                            -14-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.



                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

The Company  knows of no  litigation  present,  threatened  or  contemplated  or
unsatisfied  judgment  against the  Company,  its  officers or  directors or any
proceedings in which the Company, its officers or directors are a party.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of the holders of the Company's securities have not been modified nor
have the rights  evidenced  by the  securities  been limited or qualified by the
issuance or modification of any other class of securities.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

There are no senior secutities issued by the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  presented to the  shareholders  for vote during the three
months ended April 30, 2003.

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

During the quarter  ended April 30,  2003,  the Company  filed Form 8-K with the
Commission on April 23, 2003, terminating Certified Public Accountants,  (Item 4
of Form 8-K)














                                                                            -15-


<PAGE>

                                   SIGNATURES




Pursuant to the  requirements  of the Exchange Act of 1934,  the  registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 25th day of July, 2003.



                             EXHAUST TECHNOLOGIES, INC.


                                 /s/  Robert E. Sterling
                                 ----------------------------
                                      Robert E. Sterling
                                      President


                                 /s/  William A. Sutherland
                                 ----------------------------
                                      William A. Sutherland
                                      Chief Financial Officer













<PAGE>

                                  CERTIFICATION


I, Robert E. Sterling, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Exhaust Technologies,
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  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information related to the registrant is made known to us by
          others within the entity, particularly during the period in which this
          quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee 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


<PAGE>



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

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





Date: July 25, 2003                   /s/  Robert E. Sterling
                                     ------------------------
                                     Chief Executive Officer
                                               and
                                     Chief Financial Officer



<PAGE>

                                  CERTIFICATION


I, William A. Sutherland, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Exhaust Technologies,
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  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information related to the registrant is made known to us by
          others within the entity, particularly during the period in which this
          quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equvalent 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


<PAGE>


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

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





Date: July 25, 2003                 /s/ William A. Sutherland
                                   --------------------------
                                   Chief Financial Officer