SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB/A

                 [X] Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the Fiscal Quarter Ending September 30, 2002

                                 GBO CORPORATION
             (Exact name of registrant as it appears in its charter)

                                    000-49705
                            (Commission File Number)

          NEVADA                                        80-0011246
--------------------------------------------------------------------------------
(State or jurisdiction of                            (I.R.S. Employer
Incorporation or organization)                       Identification No.)

                    4213 N. Tabor Street, Mesa, Arizona 85215
--------------------------------------------------------------------------------
                     (Address of Principal Executive Office)

                                 (480) 832-0094
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code

Securities registered pursuant to Section 12 (b) of the Act:
None

Securities registered pursuant to Section 12 (b) of the Act:
Class A Common Stock $0.001 Par Value

Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or 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 X   No
   ---

At the end of the quarter  ending  September  30,  2002,  there were  20,000,000
issued and outstanding shares of the registrants common stock.

There is no active market for the registrant's securities.

                                       1
<PAGE>

                                TABLE OF CONTENTS


Part I Financial Information                                                Page

Item 1. Financial Statements:

   Balance Sheets .......................................................... 3-4

   Unaudited Condensed Statements of Operations  ............................. 5

   Statement of Changes in Stockholders' equity  ............................. 6

   Unaudited Condensed Statements of Cash Flows  ............................. 7

   Notes to Financial Statements (unaudited) ............................. 8 -12

Item 2. Plan of operation ................................................... 12

Part II - Other Information

Item 1. Legal Proceedings ................................................... 12

Item 2. Changes in Securities ............................................... 12

Item 3. Default Upon Senior Securities ...................................... 12

Item 4. Submission of matters To a Vote of Security Holders ................. 12

Item 5. Other Information ................................................... 13

Item 6. Exhibits and Reports. ............................................... 13

Signatures .................................................................. 13


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                GBO CORPORATION
                         (A Development Stage Company)

                                 BALANCE SHEET
                                 -------------
                                  (Unaudited))

                                     ASSETS
                                     ------

                                           Nine Months
                                              Ended                  Inception
                                          September 30,             January 18,
                                               2002                    2002
                                    -------------------      ------------------
CURRENT ASSETS
     Cash                                            29                       0
                                    -------------------      ------------------

     Total Current Assets                            29                       0
                                    -------------------      ------------------

OTHER ASSETS                                          0                       0
                                    -------------------      ------------------

     Total Other Assets                               0                       0
                                    -------------------      ------------------

TOTAL ASSETS                                         29                       0
                                    ===================      ==================

        The accompanying notes are an integral part of these statements


                                       3
<PAGE>

                                 GBO CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET
                                  -------------
                                  (Unaudited))


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                          Nine Months
                                             Ended                Inception
                                         September 30,           January 18,
                                             2002                    2002
LIABILITIES

Current Liabilities                                   0                       0
                                    -------------------      ------------------

     Total Current Liabilities                        0                       0
                                    -------------------      ------------------

STOCKHOLDERS' EQUITY


     Common Stock, authorized
     25,000,000 shares of stock,
     issued and outstanding 20,000,000,
     par value $0.001 per share                  20,000                       0

     Additional Paid in Capital                   5,670                       0

     Deficit accumulated during the
     development stage                          (25,641)                      0
                                    -------------------      ------------------

     Total Stockholders' Equity                      29                       0
                                    -------------------      ------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                 29                       0
                                    ===================      ==================


        The accompanying notes are an integral part of these statements


                                       4
<PAGE>

                                 GBO CORPORATION
                          (A Development Stage Company)

                            STATEMENT OF OPERATIONS
                            -----------------------
                                  (Unaudited)
<table>
<caption>


                                     Three Months       Three Months      Nine Months        Nine Months       Period January 18,
                                        Ended              Ended              Ended              Ended             (Inception)
                                     September 30,      September 30,      September 30,      September 30,      to September 30,
                                         2002               2001               2002               2001                 2002
<S>                                          <C>                <C>                <C>                <C>                   <C>
INCOME
     Revenue                                     0                  0                  0                  0                      0
                                 -----------------  -----------------  -----------------  -----------------  ---------------------

EXPENSES
     General, Selling and
     Administrative                             97                  0             25,641                                    25,641
                                 -----------------  -----------------  -----------------  -----------------  ---------------------

     Total Expense                              97                  0             25,641                  0                 25,641
                                 -----------------  -----------------  -----------------  -----------------  ---------------------

     Loss before Provision for
     Income Taxes                              (97)                 0            (25,641)                 0                (25,641)

     Provision for Income Taxes                  0                  0                  0                  0                      0
                                 -----------------  -----------------  -----------------  -----------------  ---------------------


NET INCOME (LOSS)                              (97)                 0            (25,641)                 0                (25,641)
                                 =================  =================  =================  =================  =====================


Primary and Diluted Earnings
     (Loss) per Weighted Average
     Number of Common Shares                  0.01               0.01               0.01               0.01                   0.01
                                 -----------------  -----------------  -----------------  -----------------  ---------------------


Weighted Average Number of
     Common Shares                      20,000,000                  0         20,000,000                  0             20,000,000
                                 -----------------  -----------------  -----------------  -----------------  ---------------------
</table>

        The accompanying notes are an integral part of these statements

                                       5
<PAGE>


                                 GBO CORPORATION
                          (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' EQUITY
                       ---------------------------------
<table>
<caption>
                                              Common Stock                 Additional       Accumulated            Total
                                        Shares             Amount            Paid in          Deficit              Equity
                                                                             Capital
                                 -----------------  -----------------  -----------------  -----------------  -----------------
<S>                                         <C>                <C>                <C>                <C>               <C>
Initial Capitalization
     Stock issued for services          19,370,000             19,370                  -                                19,370
     Stock sales for cash                  630,000                630              5,670                                 6,300

Retained Earnings (Loss)                                                                            (25,641)           (25,641)
                                 -----------------  -----------------  -----------------  -----------------  -----------------

Balance, September 30, 2002             20,000,000             20,000              5,670            (25,641)                29
                                 =================  =================  =================  =================  =================
</table>

        The accompanying notes are an integral part of these statements

                                       6
<PAGE>



                                 GBO CORPORATION
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                             -----------------------
<TABLE>
<CAPTION>
                                                 Period January 18,         Nine Months
                                                     (Inception)               Ended
                                                    September 30,          September 30,
                                                        2002                   2001
                                               ----------------------  ----------------------
<S>                                                         <C>                     <C>
Cash Flows from Operating Activities

        Net Loss                                              (25,641)                      0

        Consulting for stock                                   19,370                       0
        Changes in assets and liabilities                           0                       0
                                               ----------------------  ----------------------


Net Cash Provided by Operations                                (6,271)                      0
                                               ----------------------  ----------------------

Cash Flow Used in Investing Activities                              0                       0
                                               ----------------------  ----------------------

Cash Flows from Financing Activities

        Sales of Stock                                          6,300                       0
                                               ----------------------  ----------------------

Cash Flows from Financing Activities                            6,300                       0
                                               ----------------------  ----------------------

Net Increase (Decrease)
Net Increase (Decrease) in Cash                                    29                       0

Cash, Beginning of Period                                           0                       0
                                               ----------------------  ----------------------

Cash, End of Period                                                29                       0
                                               ======================  ======================
</TABLE>

The amount of interest paid for the period shown above was $00.00.  The
amount of taxes paid for the period shown above was $00.00.

Significant non cash transactions
Issuance of 19,370,000 shares of common stock for consulting services
        valued at $19,370

The accompanying notes are an integral part of these statements


                                       7
<PAGE>

                                 GBO Corporation
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


Note 1. GENERAL ORGANIZATION AND BUSINESS

GBO  Corporation,  (the Company) was organized in the state of Nevada on January
18,  2002.  The Company is currently  in its  development  stage and to date its
activities have been limited to organization and capital formation.  The Company
currently has no operations  and, in accordance with SFAS No. 7, is considered a
development stage company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  Company  has no assets  except cash and no debt.  The  relevant  accounting
policies and procedures are listed below.

Accounting Basis

The basis is generally accepted accounting principles.

Earnings per Share

The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.

The Company has not issued any options or warrants or similar  securities  since
inception.

Dividends

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid since inception.

Stock Based Compensation

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation is divided into two general  categories,  based upon who the
stock  receiver is, namely:  1.  Non-employees.  2. Employees or directors.  The
employees/directors  category is further divided based upon the particular stock
issuance  plan,  namely  compensatory  and   non-compensatory.   Each  of  these
categories treats the valuation of the stock issuance for accounting purposes in
a specific manner.

                                       8
<PAGE>

1. Non-employees                     the security is recorded at its fair value

2. Employees or directors
         Non-compensatory            No security value is booked until the stock
                                     is actually paid for
         Compensatory                The Company  may select  between  two
                                     methods,  compensation  is  calculated  and
                                     recorded at the securities' fair value, or
                                     intrinsic value

The Company has selected to utilize the fair value  method for the  valuation of
it securities given as compensation.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Advertising

Advertising  is expensed  when  incurred.  There has been no  advertising  since
inception.

Use of Estimates

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

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However the Company has  neither a current  source of revenue,  nor  operations.
Without  realization of additional capital, it would be unlikely for the Company
to continue  as a going  concern.  It is  management's  plan to seek  additional
capital through a merger with an existing operating company.

NOTE 4.  STOCKHOLDERS' EQUITY

At inception the Company had 25,000,000 shares of common stock  authorized.  The
shareholders have all of the rights afforded Nevada shareholders.

Par value is $0.001 per common share.

There are no warrants or options outstanding to acquire any additional shares of
common stock.

The Company was initially  capitalized during on January 18, 2002. Also, $19,370
of value was given in services for which 19,370,000  shares of stock were issued
at par value.  Afterward,  630,000  shares of common  stock were sold for $6,300
($0.01 per share) as shown in the statement of stockholders' equity

                                       9
<PAGE>

NOTE 5. RELATED PARTY TRANSACTIONS

The Company  neither owns nor leases any real or personal  property.  An officer
who lives in Arizona  provides  administrative  services,  without charge.  Such
costs are immaterial to the financial statements and accordingly,  have not been
reflected  therein.  The officers  and  directors of the Company are involved in
other  business  activities  and may,  in the future,  become  involved in other
business  opportunities.  If a specific business  opportunity becomes available,
such  persons  may face a conflict  in  selecting  between the Company and their
other  business  interests.  The  Company  has not  formulated  a policy for the
resolution of such conflicts.

NOTE 5. INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is estimated at $5,641,  which is calculated by multiplying a
22% estimated tax rate by the two items making up the deferred tax account,  the
NOL of $24,990 and the  difference  between tax and book net loss of $651 (which
was  due  to  the  organization  costs).  The  total  valuation  allowance  is a
comparable $5,641.

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.
                                                                 2002
         Net change in deferred taxes                          $5,641
         Valuation Account                                     (5,641)
         Current taxes payable                                      0
                                                              -------
         Provision for Income Taxes                                 0
                                                              -------
Below is a chart showing the federal net operating  losses and the year in which
it will expire.

         Year                                  Amount                Expiration
         2002 (Estimated thru 9/30/03)         24,990                   2022
                                              -------

Note 6. OPERATING LEASES AND OTHER COMMITMENTS:

As explained in the note  pertaining  to related  parties,  the Company uses the
offices of its president with no charge.  The Company also has no assets,  debts
nor lease  obligations  of any kind.  The  five-year  projection of these future
obligations will be zero in each year, as follows:

                            Year 1     Year 2     Year 3     Year 4     Year 5

Operating Leases, etc            0          0          0          0          0

                                       10
<PAGE>

Note 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  141-144 and
their effect on the Company.

SFAS 141 Business Combinations

This  Statement  addresses  financial  accounting  and  reporting  for  business
combinations and supersedes APB 16 and SFAS 38. All business combinations in the
scope of this  Statement are to be accounted for using one method,  the purchase
method. The effective date for this Statement is June 30, 2001 and thereafter.

SFAS 142 Goodwill and Other Intangibles Assets

This  Statement  addresses  financial  accounting  and  reporting  for  acquired
goodwill and other  intangible  assets and  supersedes  APB 17. It addresses how
intangible assets that are acquired  individually or with a group (but not those
acquired  in a  business  combination)  should  be  accounted  for in  financial
statements  upon their  acquisition.  This Statement also addresses how goodwill
and other  intangible  assets  should  be  accounted  for  after  they have been
initially  recognized in the financial  statements.  The effective date for this
Statement is December 15, 2001.

SFAS 143 Accounting for Asset Retirement Obligations

This Statement  addresses  financial  accounting  and reporting for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement costs.  This Statement  applies to all entities.  It applies to
legal  obligations  associated  with the  retirement of  long-lived  assets that
result  from the  acquisition,  construction,  development,  and (or) the normal
operation of a long-lived asset,  except for certain obligations of leases. This
Statement  amends SFAS 19. The  effective  date for this  Statement  is June 15,
2002.

SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets

This Statement addresses  financial  accounting and reporting for the impairment
or disposal of  long-lived  assets.  This  statement  supersedes  SFAS 121,  the
accounting  and reporting  provisions of APB 30 and amends ARB 51. The effective
date of this Statement is December 15, 2001.

SFAS 145 Extra-ordinary item classification, Sale-lease-back classification

This statement  rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for the  classification of gains and losses of the  extinguishment of debt as an
operating lease to be accounted for under the sale-lease-back provisions of SFAS
98. The effective date of this statement is May 15, 2002.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

                                       11
<PAGE>

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.  These  standards  will  have an  impact if the  Company  merges  with an
operating entity.


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
        OF OPERATION.

Results of Operations

The Company has had no operations during this quarter.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities

None

Item 3. Default Upon Senior Securities

None

Item 4. Submission of matters To a Vote of Security Holders

None

                                       12
<PAGE>

Item 5. Other Information.

None

Item 6. Exhibits and Reports.

     99.1 Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14

     99.2 Certificate  of CEO/CFO as  Required by Rule Rule  13a-14(b)  and Rule
          15d-14(b)  (17 CFR  240.15d-14(b))  and Section  1350 of Chapter 63 of
          Title 18 of the United States Code

SIGNATURES

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

Dated: May 31, 2003                              GBO CORPORATION
                                                 -------------------------------
                                                 By: /s/ William D. O'Neal
                                                         William D. O'Neal
                                                         President

                                       13
<PAGE>
                                  EXHIBIT 99.1
                                  CERTIFICATION
                                  -------------

I, William D. O'Neal, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GBO CORPORATION;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

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

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

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

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

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

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

Date: May 31, 2003

/s/ William D. O'Neal
-----------------------------
    William D. O'Neal, CEO

                                       14
<PAGE>


                                  EXHIBIT 99.2
                                  CERTIFICATION
                                  -------------

I, William D. O'Neal, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GBO CORPORATION;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

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

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

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

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

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

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

Date: May 31, 2003
/s/ William D. O'Neal
-----------------------------
    William D. O'Neal, CFO

                                       14
<PAGE>