<PAGE>

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


-------------------------------------------------------------------------------

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15 (d)
                     Of the Securities Exchange Act of 1934

-------------------------------------------------------------------------------

For the quarterly period ended March 31, 2003
                                                Commission file number 000-27931
                                                                       ---------


                          DESERT HEALTH PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


ARIZONA                                                     86-0699108
-------                                                     ----------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)


8221 EAST EVANS ROAD                                        85260
                                                            -----
SCOTTSDALE ARIZONA                                          (Zip Code)
------------------
(Address of Principal executive offices)

                                  480.951.1941
                                  ------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
the preceding 12 months (or for 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
                                     ---         -----

As of March 31, 2003, there were 12,233,821 shares of common stock outstanding.

                                                                               1
<PAGE>

PART 1. FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS


                                 PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2003

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                              <C>
CURRENT ASSETS
       Cash                                                                       $    13,160
       Accounts receivable, net of allowance of $14,915                                14,794
       Inventory                                                                      171,979
       Advances                                                                         9,400
       Prepaid expenses                                                                25,000
                                                                                  -----------
                   Total Current Assets                                               234,333

PROPERTY AND EQUIPMENT, NET                                                           102,960

OTHER ASSETS
       Intangibles, net                                                             1,518,967
       Deposits                                                                        15,846
                                                                                  -----------
                                                                                    1,534,813
                                                                                  -----------
                                                                                  $ 1,872,106
                                                                                  ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
       Checks issued in excess of cash balance                                    $    28,262
       Accounts payable and accrued expenses                                          273,275
       Deferred revenue                                                                56,000
       Interest payable                                                               359,186
       Dividends payable                                                               69,148
       Current portion of obligations payable                                       1,236,718
                                                                                  -----------
                   Total Current Liabilities                                        2,022,589
Long Term Liabilities
       Obligations payable, net of current portion                                    328,183
                                                                                  -----------
                   Total Liabilities                                                2,350,772
Stockholders' Deficit
       Preferred Stock, convertible, $.001 par value, 10,000,000 shares
          authorized and 1,708,500 shares issued and outstanding                        1,708
       Common stock, $.001 par value, 25,000,000 shares
          authorized, 12,658,821 issued and 12,233,821 outstanding                     12,234
       Subscriptions receivable                                                     1,766,000
       Treasury stock, 425,000 shares at cost                                        (285,438)
       Additional paid in capital in excess of par value                            4,825,328
       Accumulated deficit                                                         (6,798,498)
                                                                                  -----------
                                                                                     (478,666)
                                                                                  -----------
                                                                                  $ 1,872,106
                                                                                  ===========
</TABLE>

<PAGE>

                           DESERT HEALTH PRODUCTS, INC
                      CONSOLIDATED STATEMENT OF OPERATIONS
                          Quarter Ended March 31, 2003


REVENUE, NET                                 $  33,580
COST OF SALES                                   21,295
                                             ---------
        Gross Profit                            12,285
OPERATING EXPENSES                             422,676
                                             ---------
        Loss from operations                  (410,391)

OTHER INCOME (EXPENSE)
        Interest expense                       (67,616)
        Miscellaneous expense                   (4,879)
        Interest income                             60
                                             ---------
                                               (72,435)
                                             ---------
NET LOSS                                     $(482,826)
                                             =========
WEIGHTED AVERAGE EARNINGS PER COMMON SHARE   $ (0.0392)
                                             =========




<PAGE>



                          DESERT HEALTH PRODUCTS, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                          Quarter Ended March 31, 2003


<TABLE>
<CAPTION>
                                                   CONVERTIBLE
                                                 PREFERRED STOCK                       COMMON STOCK
                                         --------------------------------    ----------------------------------
                                                             PAR VALUE                             PAR VALUE
                                             SHARES           $.001 SH            SHARES            $.001 SH
                                         ---------------    -------------    -----------------    -------------
<S>                                        <C>              <C>               <C>                  <C>
BALANCES, DECEMBER 31, 2002                1,708,500        $     1,708         12,113,821         $    12,114

COMMON SHARES ISSUED IN FIRST
   QUARTER OF 2003

     Conversion of notes receivable             --                 --             (425,000)               (425)

     Cash                                       --                 --                 --                  --

     Services                                   --                 --              545,000                 545

DIVIDENDS                                       --                 --                 --                  --
NET LOSS FOR QUARTER ENDED

  MARCH 31, 2003                                --                 --                 --                  --
                                         -----------        -----------        -----------         -----------

BALANCES,  MARCH 31, 2003                  1,708,500        $     1,708         12,233,821         $    12,234
                                         ===========        ===========        ===========         ===========
</TABLE>


<TABLE>
<CAPTION>
                                                TREASURY STOCK
                                         -------------------------   ADDITIONAL     STOCK
                                                                       PAID-IN    SUBSCRIPTION   ACCUMULATED
                                           SHARES         COST         CAPITAL     RECEIVABLE      DEFICIT         TOTAL
                                         ----------   -----------    -----------  -----------   ------------    -----------
<S>                                <C>             <C>              <C>            <C>             <C>                <C>
BALANCES, DECEMBER 31, 2002                    --     $      --      $ 4,801,076   $ 1,466,000   $(6,278,730)   $     2,168
                                         ----------   -----------    -----------   -----------   -----------    -----------
COMMON SHARES ISSUED IN FIRST
   QUARTER OF 2003

     Conversion of notes receivable         425,000      (285,438)          --            --            --         (285,863)

     Cash                                      --            --             --         300,000          --          300,000

     Services                                  --            --           24,252          --            --           24,797

DIVIDENDS                                      --            --             --            --         (36,942)       (36,942)
NET LOSS FOR QUARTER ENDED

  MARCH 31, 2003                               --            --             --            --            --         (482,826)
                                        -----------   -----------    -----------   -----------   -----------    -----------
BALANCES,  MARCH 31, 2003                   425,000   $  (285,438)   $ 4,825,328   $ 1,766,000   $(6,798,498)   $  (478,666)
                                        ===========   ===========    ===========   ===========   ===========    ===========
</TABLE>



<PAGE>



                           DESERT HEALTH PRODUCTS, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        Quarter Ended March 31, 2003
<TABLE>
<CAPTION>
<S>                                                                                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
          Cash received from customers                                                        $  36,448
          Cash paid to suppliers and employees                                                 (374,214)
          Miscellaneous expense                                                                  (4,879)
          Interest income                                                                            60
          Interest expense                                                                      (18,062)
                                                                                              ---------
                   Net Cash (Used) in Operating Activities                                     (360,647)

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of fixed assets                                                               (3,070)
          Advances                                                                               (6,900)
                                                                                              ---------
                   Net Cash (Used) by Investing Activities                                       (9,970)

CASH FLOWS FROM FINANCING ACTIVITIES
          Increase in stock subscription receivable                                             300,000
                                                                                              ---------
                   Net Cash Provided  by Financing Activities                                   300,000
                                                                                              ---------
                   Net (Decrease) in Cash and Cash Equivalents                                  (70,617)

BEGINNING CASH AND CASH EQUIVALENTS                                                              55,515
                                                                                              ---------
ENDING CASH AND CASH EQUIVALENTS                                                              $ (15,102)
                                                                                              =========
RECONCILIATION OF CHANGES IN NET OPERATIONS TO NET CASH USED
     BY OPERATING ACTIVITIES:
          Loss from operations                                                                $(482,826)
          Adjustments to reconcile change in loss from operations to
                   net cash  (used) by operating activities:
                   Depreciation                                                                   5,688
                   Stock issued for services                                                     24,797
          (Increase) decrease in operating assets
                   Accounts receivable                                                            2,868
                   Inventory                                                                      7,061
          Increase (decrease) in operating liabilities
                   Interest payable                                                              49,554
                   Accounts payable                                                              32,211
                                                                                              ---------
                        Net Cash  (Used) by Operating Activities                              $(360,647)
                                                                                              =========
</TABLE>

<PAGE>



Note 1 - Basis of Presentation

         The financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). The financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the Company's financial
position and operating results for the interim period.


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our
Financial Statements and the notes thereto appearing elsewhere in this document.

RISK FACTORS AND CAUTIONARY STATEMENTS

         This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and events could differ materially from
those projected, anticipated, or implicit, in the forward-looking statements as
a result of the risk factors below and elsewhere in this report.

         With the exception of historical matters, the matters of discussion
herein are forward-looking statements that involve risks and uncertainties.
Forward looking statements include, but are not limited to, statements
concerning anticipated trends in revenues and net income, the date of
introduction or completion of our products, projections concerning operations
and available cash flow. Our actual results could differ materially from the
results discussed in such forward-looking statements. The following discussion
of our financial condition and results of operations should be read in
conjunction with our financial statements and their related notes thereto
appearing elsewhere herein.

Cautionary Statement Regarding Forward-looking Statements

         The Company's Form 10KSB, the Company's Annual Report to Shareholders,
this or any other Form 10QSB of the Company or any other written or oral
statements made by or on behalf of the Company may include forward-looking
statements which reflect the Company's current views with respect to future
events and financial performance. The words "believe", "expect", "anticipate",
"intends", "estimate", "forecast", "project" and similar expressions identify
forward-looking statements.

         The Company wishes to caution investors that any forward-looking
statements made by or on behalf of the Company are subject to uncertainties and
other factors that could cause actual results to differ materially from such
statements. These uncertainties and other factors include, but are not limited
to the Risk Factors listed below (many of which have been discussed in prior SEC
filings by the Company). Though the Company has attempted to list
comprehensively these important factors, the Company wishes to caution investors
that other factors could in the future prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

         Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Risk Factors

         Our operating results are difficult to predict in advance and may
fluctuate significantly, and a failure to meet the expectations of analysts or
our stockholders would likely result in a substantial decline in our stock
price.

         Factors that are likely to cause our results to fluctuate include the
following:

     o    The gain or loss of significant  customers or  significant  changes to
          purchasing volume;

     o    The  amount  and  timing  of  our   operating   expenses  and  capital
          expenditures;

     o    Changes in the volume of our product sales and pricing  concessions on
          volume sales;

                                                                               3

<PAGE>

     o    The timing, rescheduling or cancellation of customer orders;

     o    The varying length of our sales cycles;

     o    Our ability to specify,  develop,  complete,  introduce and market new
          products and bring them to volume production in a timely manner;

     o    The rate of adoption and  acceptance of new industry  standards in our
          target markets;

     o    The  effectiveness of our product cost reduction  efforts and those of
          our suppliers;

     o    Changes in the mix of products we sell; and

     o    Changes in the average selling prices of our products.

     There is a limited public market for our common stock. Although our common
stock is listed on the OTC Bulletin Board, there is a limited volume of sales,
thus providing a limited liquidity into the market for our shares. As a result
of the foregoing, stockholders may be unable to liquidate their shares.

     Our success depends heavily upon the continued contributions of Johnny
Shannon, our President, whose knowledge, leadership and technical expertise
would be difficult to replace. The Company has an Employment Agreement with Mr.
Shannon that expires January 31, 2004.

     To grow our business successfully and maintain a high level of quality, we
will need to recruit, retain and motivate additional highly skilled sales,
marketing, and finance personnel. If we are not able to hire, train and retain a
sufficient number of qualified employees, our growth will be impaired. In
particular, we will need to expand our sales and marketing organizations in
order to increase market awareness of our products and to increase revenue.

     In addition, as a company focused on development of complex products, we
will need to hire additional staff of various experience levels in order to meet
our product roadmap.

     We are subject to various risks associated with technological change and if
we do not adapt our products to the changes our business will be adversely
affected.

     Our performance will partially depend on our ability to enhance our
existing services, and respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis. We cannot predict
if we will use new methodologies effectively or adapt our products to consumer,
vendor, advertising or emerging industry standards. If we were unable, for
technical, legal, financial or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, our business,
results of operations and financial condition could be materially adversely
affected.

     If we need additional financing, we may not be able to raise further
financing or it may only be available on terms unfavorable to us or to our
stockholders.

     We believe that our available cash resources will not be sufficient to meet
our anticipated working capital and capital expenditure requirements for at
least twelve months. We might need to raise additional funds, however, to
respond to business contingencies, which could include the need to:

     o    Fund more rapid expansion;

     o    Fund additional marketing expenditures;

     o    Develop new products or enhance existing products;

     o    Enhance our operating infrastructure; o Hire additional personnel;

     o    Respond to competitive pressures; or

     o    Acquire complementary businesses or technologies.

         If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our stockholders would
be reduced, and these newly issued securities might have rights, preferences or
privileges senior to those of existing stockholders. Additional financing might
not be available on terms favorable to us, or at all. If adequate funds were not
available or were not available on

                                                                               4
<PAGE>


acceptable  terms,  our  ability  to fund  our  operations,  take  advantage  of
unanticipated  opportunities,  develop  or enhance  our  products  or  otherwise
respond to competitive pressures would be significantly limited.

Overview

     Desert Health Products, Inc., an Arizona corporation, ("the Company") was
formed in 1991. The Company is engaged in the packaging, sale and distribution
of branded and store brand (private label) vitamins, nutritional supplements,
skin care and animal care products. Desert Health has focused its marketing and
registration efforts primarily in the foreign marketplace. This is a very time
consuming and expensive project, but the nutriceutical and nutritional
supplement market is growing at a faster pace internationally than the domestic
market. One of the many rewards of having customers in the international market
is that once the registrations are in place, the customer becomes a partner in
developing that market in the long-term. However, the Company is taking steps to
offer its products to mid-size chain store operations as an initial step towards
penetrating the domestic market.

     Desert Health markets over 100 products, which are packaged under various
labels and bottle counts. They are sold in Vitamin and Mineral combinations,
Chinese Herbal Products, Specialty Supplements, Weight Management Products,
Herbal/Botanical Products, FemAid Product Support Systems, Ayurvedic Products,
Skin Care Products, Pet Care Products, and Water Purification Products. The
Company has traditionally outsourced its raw materials manufacturing.

     On January 26, 2000, pursuant to an Acquisition Agreement and Plan of
Merger entered into by and between Desert Health Products, Inc., and
Intercontinental Capital Fund, Inc., (Intercontinental) a Nevada Corporation, (a
company subject to the reporting requirements of the Securities and Exchange Act
of 1934) all of the outstanding shares of common stock of Intercontinental were
exchanged for 400,000 shares of Rule 144 restricted common stock of Desert
Health, in a transaction in which Desert Health was the successor and took on
the reporting requirements of Intercontinental Capital Fund, Inc.

RESULTS OF OPERATIONS

     Three months ended March 31, 2003.

     Revenues. Revenues for the three months ended March 31, 2003, were $33,580,
a decrease of $18,603, or 36% from $52,183, for the three months ended March 31,
2002. This decrease was principally attributable to the continued problems
resulting from the events on September 11, 2001, and the negative market
environment making it increasingly difficult to re-establish sales. The Company
is continuing its efforts to launch new distribution outlets in Europe, Asia and
in the Domestic market.

     Operating Expenses. Operating expenses for the three months ended March 31,
2003, were $422,676, which was an increase of $7562, or 1.8% as compared to
$415,114, for the three months ended March 31, 2002. This increase was primarily
the result of additional expenses incurred in the acquisition and development of
Royal Products, Inc.

     Net loss for the Company was $482,287 for the three months ended March 31,
2003, as compared to a net loss of $207,212 for the three months ended March 31,
2002.

LIQUIDITY AND CAPITAL RESOURCES

     As indicated in the Company's financial statements attached, the Company's
gross revenue was not sufficient to meet its operating expenses for the three
months ended March 31, 2003. In addition, as of March 31, 2003, the Company's
current liabilities exceeded its current assets by $1,788,256, as compared to
$756,603 for the comparable three-month period ended March 31, 2002. Those
factors create an uncertainty regarding the Company's ability to continue as a
going concern.

         Since inception, the Company has financed its cash flow requirements
through debt financing, issuance of common stock for cash and services, and
minimal cash balances. As the Company continues its


                                                                               5
<PAGE>


marketing activities in Europe, China and North America, it may continue to
experience net negative cash flows from operations, pending receipt of sales
revenues, and will be required to obtain additional financing to fund operations
through common and preferred stock offerings and bank borrowings to the extent
necessary to provide its working capital.

         Over the next twelve months, the Company intends to increase its
revenues by releasing new products under development to its target markets. The
Company believes that existing capital and anticipated funds from operations
will not be sufficient to sustain operations and planned expansion in the next
twelve months. Consequently, the Company will be required to seek additional
capital in the future to fund growth and expansion through additional equity or
debt financing or credit facilities. Considering the state of market conditions,
no assurance can be made that such financing would be available, and if
available it may take either the form of debt, equity, or a combination thereof.
The down turn in the capital market will substantially impact the Company's
ability to sell securities in planned amounts and in turn its ability to meet
its capital requirements. In either case, the financing could have a negative
impact on the financial condition of the Company and its Shareholders.

ITEM 3. CONTROLS AND PROCEDURES

         Within 90 days prior to the date of this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. The Company's Chief Executive
Officer and Chief Financial Officer concluded, based on this evaluation, that
the Company's disclosure controls and procedures are effective. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

          On January 27, 2003, the U.S. District Court dismissed a suit by the
Company for unfair competition and trademark violations by a competitor. The
Company has taken an appeal of the order of dismissal.

         On March 3, 2003, the Company produced records in compliance with a
suit brought by a former consultant and shareholder who asserted rights to view
certain corporate records under Arizona law. The Arizona Superior Court
thereafter dismissed the suit. On March 4, 2003, the plaintiff moved for
reinstatement of the case for the purpose of seeking an award of attorney's
fees.

         On March 5, 2003, the Company instituted suit in the Arizona Superior
Court, Maricopa County, against a Phoenix-based marketer of health care
products, seeking unspecified damages for fraud and misrepresentation arising
from a product licensing and marketing agreement.

         On November 12, 2002, the Company was named in a suit by holders of
various promissory notes. As to one of the plaintiffs, the Company asserts a
counterclaim for breach of fiduciary duty, conversion, and wrongful interference
with business relations. The Company intends to vigorously pursue its
counterclaim, and intends to honor its loan commitments to the claimants not
implicated in the counterclaim.

ITEM 2. Changes in Securities

         None
                                                                               6
<PAGE>


ITEM 3. Defaults by the Company upon its Senior Securities.

         None

ITEM 4. Submission of Matters to a Vote of Security Holders

         None

ITEM 5. Other Information

          None.

ITEM 6. Exhibits and Reports of Form 8-K

(a)      Exhibits

                  None

(b) Reports on Form 8-K

                  During the quarter ended March 31, 2003, the Company filed a
Form 8-K on January 10, 2003, relating to Item 5.

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.

DESERT HEALTH PRODUCTS, INC.
(Registrant)

By:      /s/ Johnny Shannon
         ----------------------
         Johnny Shannon
         President

By:      /s/ Johnny Shannon                 May 15, 2003
         ----------------------
         Johnny Shannon/Chief Financial Officer


                                                                               7
<PAGE>



    CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Johnny Shannon, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Desert Health
         Products, 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.       I am 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.       I have disclosed, based on our most recent evaluation, to the
         registrant's auditors and the registrant's board of directors, acting
         as an audit committee:

          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.       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 15, 2003

                               By: Johnny Shannon
                                   ----------------
                                   Johnny Shannon
         Chief Executive Officer, Chief Financial Officer and President

                                                                               8

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Desert Health Products, Inc., (the
"Company") on Form 10-Q for the period ended September 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), each
of the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

          1.   The Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          2.   The information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operation of the Company.

By:   /s/ Johnny Shannon
          --------------
Johnny Shannon             Date:  May 15, 2003
Chief Executive Officer
Chief Financial Officer
President


                                                                               9

<PAGE>