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

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2003
                         Commission File Number 0-30601

                          WHY USA FINANCIAL GROUP, INC.
         (Exact name of the small business as specified in its charter)

                               8301 Creekside #101
                              Bloomington, MN 55437
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (952) 841-7050
              (Registrant's telephone number, including area code)

            Nevada                                      87-0390603
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)


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) YES {X} NO { } and
(2) had been subject to such filing requirements for the past 90 days.
YES {X} NO { }

The number of shares outstanding of the Registrant's Common Stock, $0.001 par
value, as of May 8, 2003 was 59,196,110 shares.

<PAGE>

                         SAFE HARBOR STATEMENT UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This quarterly report on Form 10-QSB contains forward-looking
statements which involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
Company expressly disclaims any obligation to update this information or to
reflect events or circumstances after the date of this report. Factors that may
cause such differences include, but are not limited to, the Company's limited
operating history and variability of operating results, expectation of future
losses, general risks associated with providing services in the real estate and
mortgage lending industries, any failure of the Company to obtain additional
working capital when needed, loss of key personnel, failure of the Company to
operate profitably in the future, dependence on employees and commission agents
to generate business, dependence on favorable lending interest rates and other
general economic conditions, lack of market acceptance of the Company's
services, failure to adequately protect intellectual property rights, inability
to compete in the intensely competitive nature of the real estate and mortgage
lending businesses, potential conflicts of interest of management, the ability
to attract and retain qualified and effective personnel, management of the
Company's growth in an effective manner, successful integration of acquired
companies, dependence on key personnel, and dependence on a healthy national
residential housing market. Such risk factors and uncertainties are set forth in
more detail in the Company's Form 10KSB report for the year ended December 31,
2002.






                                       2
<PAGE>

--------------------------------------------------------------------------------
                          PART 1. FINANCIAL INFORMATION
--------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS

                          WHY USA FINANCIAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                                March 31,
                                     ASSETS                       2003
                                                              -----------
Current Assets:
 Cash($150,000 restricted as to mortgage loan)                $   337,302
 Accounts Receivable - net                                        352,478
 Prepaid expenses                                                  40,688
                                                              -----------
      Total Current Assets                                        730,468

Property and Equipment - net                                    1,057,239

Franchise Acquisition Costs - net                               1,473,807

Other Assets:
 Deposits & Prepaid Assets & Affiliate Advances                   315,293
 Note Receivable for Sale of Subsidiary                            66,456
 Goodwill                                                       1,016,570
                                                              -----------
      Total Assets                                            $ 4,659,833
                                                              ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                            $   232,153
  Accrued Payroll Expenses                                        262,108
  Current Portion of Mortgage Loan                                 30,000
                                                              -----------
      Total Current Liabilities                                   524,261

  Mortgage loan on building                                       615,443
  Liabilities - discontinued operations                           300,631
                                                              -----------
      Total Long Term Liabilities                                 916,074

Stockholders' Equity:
  Preferred stock: no par value, authorized
   50,000,000, no shares issued and outstanding                        --
  Common stock: $.001 par value, authorized
   250,000,000, 59,196,110 issued and
   outstanding at March 31, 2003                                   59,196
  Additional Paid-in Capital                                    7,451,210
  (Accumulated Deficit)                                        (4,290,908)
                                                              -----------
      Total Stockholders' Equity                                3,219,498
                                                              -----------

      Total Liabilities and Stockholders' Equity              $ 4,659,833
                                                              ===========

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                          WHY USA FINANCIAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                               Three Months     Three Months
                                              Ended March 31,  Ended March 31,
                                                   2003             2002
                                               ------------     ------------
Revenue:
   Mortgage lending services                   $  1,299,078     $  1,032,312
   Real estate franchise sales and services         109,050           97,745
                                               ------------     ------------
                                                  1,408,128        1,130,057
      Total Revenue

Operating Expenses:
   Direct Cost of Services
      Mortgage Lending                              855,602          745,119
      Real Estate Activities                         31,905           80,861
   General and Administrative                       404,053          469,133
   Sales and Marketing Costs                         34,507           46,491
   Depreciation                                      13,040           20,521
   Amortization of Acquisition Costs                 59,724           46,766

      Total Expenses                              1,398,831        1,408,891

Income (Loss) from Operations                         9,297         (278,834)

Gain on sale of Subsidiary                               --           96,727

Interest expense- net                               (22,391)          (7,577)

Income tax expense                                       --           (1,000)
                                               ------------     ------------
      Net Loss                                 $    (13,094)    $   (190,684)
                                               ============     ============

Weighted Average Shares Outstanding              58,682,777       38,117,000
                                               ============     ============
Basic and diluted net loss per common share    $       (.00)    $       (.01)
                                               ============     ============

        See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>

                          WHY USA FINANCIAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              Three Months    Three months
                                                                 Ended           Ended
                                                                March 31,       March 31,
                                                                  2003            2002
                                                                ---------       ---------
<S>                                                             <C>             <C>
Cash Flows used in Operating Activities:
 Net Loss                                                       $ (13,094)      $(190,684)
Adjustments to Reconcile Net Loss to Net Cash Flow Used:
  Common stock issued for compensation                                 --          47,357
  Depreciation and amortization expense                            72,764          81,287
  Gain on sale of Subsidiary                                           --          96,727)
                                                                ---------       ---------
     Cash Flows provided by (used in) Operating Activities         59,670        (158,767)

Changes in Operating Assets and Liabilities,
  (Net of acquired working capital components):
  (Increase) decrease in accounts                                 (80,698)        158,862
  Increase (decrease) in accounts payable/accrued
  liabilities/deferred revenues                                  (107,892)       (187,611)
                                                                ---------       ---------
       Net Change to Operating Assets and Liabilities            (188,590)        (28,749)
                                                                ---------       ---------
            Net Cash provided by (used in) Operations            (128,920)       (187,516)

Cash Flows from (used in) Investing Activities:
  Capital expenditures - computers & office furniture             (52,871)             --
  Deposit released                                                180,000              --
  Working capital of Discover Mortgage Corporation
    Acquired via common stock                                          --         119,215
                                                                ---------       ---------
       Net Cash from (used in)Investing Activities                127,129         119,215

Cash Flows provided by Financing Activities:
  Common stock issued for cash                                         --         185,000
  Advances from  Northwest Financial Group, Inc. net of
   absorbed former officer receivable                                  --              --
  Rent expense paid to Northwest Investment Trust                      --         (72,500)
  Payment of capital leases and notes                              (4,558)         (9,999)
  Increase in prepaid assets / other                                4,460
  Payments on note receivable                                      17,552
  Payables converted to debt                                           --          10,500
                                                                ---------       ---------
       Net Cash Provided by Financing Activities                   17,454         113,001

Net Increase in Cash and Cash Equivalents                          15,663          44,700
Cash and Cash Equivalents at Beginning of Period                  321,639          87,249
                                                                ---------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $ 337,302       $ 131,949
                                                                =========       =========

 Interest                                                       $  22,682       $   8,356
                                                                =========       =========
 Income taxes                                                   $      --       $   1,000
                                                                =========       =========

Common stock issued for Discover Mortgage                       $      --       $ 233,925
Corporation - Goodwill and fixed asset & deposits               =========       =========
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
<S>                                                             <C>             <C>
Note receivable received for sale of subsidiary $175,000,
net of fixed Assets sold $4,562 franchise costs
$96,250 and liabilities assumed $22,539                         $      --       $  96,727
                                                                =========       =========

1,000,000 shares of Common stock issued to the Chairman
 of the Board for the acquisition of the building he
 owned by Discover Mortgage Corporation                         $ 275,000       $      --
                                                                =========       =========

Mortgage utilized to acquire the building by Discover
Mortgage Corporation                                            $ 650,000       $      --
                                                                =========       =========
</TABLE>

          See accompanying notes to consolidated financial statements.










                                       6
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation

     The unaudited condensed consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management of the Company are necessary to fairly state the Company's
consolidated financial position, results of operations and cash flows for the
periods presented. These interim financial statements should be read in
conjunction with the Company's audited financial statements included in its Form
10-KSB report for the year ended December 31, 2002 as filed with the Securities
and Exchange Commission. The results of operations for the period ended March
31, 2003 are not necessarily indicative of the results to be expected for any
subsequent period or for the entire fiscal year ending December 31, 2003.

2. Principles of consolidation

     These condensed consolidated financial statements include the accounts of
WHY USA Financial Group, Inc. and its wholly owned subsidiaries. All
intercompany balances and transactions have been eliminated.

3. Net loss per share

     Basic net loss per share is computed using the weighted-average number of
common shares outstanding excluding contingently issuable shares and diluted net
loss per share is computed using the weighted-average number of common shares
outstanding and dilutive potential shares outstanding. As a result of the losses
incurred by the Company for all periods of this report, all potential common
shares were anti-dilutive and thus excluded from the diluted net loss per share
calculations.

4. Acquisition of Building - Discover Mortgage Corporation acquired a 11,400
   square foot office building from the Chairman of the Board for $925,000
   (approximately the appraised value of the building) to be utilized as it
   mortgage loan origination center in Minneapolis, MN and corporate
   headquarters. Discover obligated itself to a $650,000 mortgage and the WHY
   USA Financial Group "the Company" issued 1,000,000 shares valued at
   $275,000 for the balance of the acquisition. Discover is renovating the
   building and will occupy it in June of 2003.



                                       7
<PAGE>

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

Overview
--------

         The Company was formed in 1980 as a Utah corporation under a former
name, and in 1983 it reorganized as a Nevada corporation incident to a merger.
The initial business pursuits of the Company were unsuccessful, and it did not
engage in any active business operations from 1990 until 1999. The Company has
since provided both mortgage broker services and real estate franchise programs.
The Company also acquired its current name incident to this reverse merger, and
maintained its Nevada corporate status.

         The Company derives its revenues primarily from mortgage origination
fees from mortgage lending and franchise sales and royalty fees from the real
estate franchising operations of the Company. Mortgage lending services are
conducted by offices of the Company located throughout Minnesota and a
telemarketing call center located in northern Minnesota. The Company's "WHY USA"
real estate franchise program and headquarters is conducted from a central
office located in Minneapolis. The Company currently has 80 franchisees offering
real estate services under our WHY USA brand name.

         The Company has a limited operating history upon which investors may
evaluate its business and prospects. Since the inception of its current
operational business at the end of 1999, the Company has incurred significant
losses, and as of March 31, 2003 had an accumulated deficit of approximately
$4.29 million. The Company intends to expend its financial and management
resources on sales and marketing and future mergers to support a larger-scale of
business operations. The Company's current revenues can sustain the current
operating cost structure.

         The Company's prospects must also be considered in light of the risks,
difficulties, and expenses frequently encountered by companies in their early
stage of development, particularly companies in rapidly changing markets such as
ours without significant barriers to entrance. To address these risks, the
Company must, among other things, maintain existing and develop new
relationships with mortgage lenders, real estate brokers and franchisees, and
potential residential customers in the general public; implement and
successfully execute its business and marketing strategy; continue to develop
and upgrade transaction-processing systems; provide quality customer service;
respond to competitive developments; and attract, retain and motivate qualified
personnel. There can be no assurance the Company will be successful in
addressing such risks, and the failure to do so would seriously harm the
Company's business, financial condition, and results of operations. The
Company's current and future expense levels are based on its planned operations
and estimates of future revenues. Revenue and operating results generally depend
upon the volume and timing of mortgages originated and real estate closings
completed, which are rather difficult to forecast. The Company may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfalls. Any significant shortfall of revenue would have an immediate adverse
effect on the Company's business. In view of the changing nature of both the
financial services industry and the overall national economy, the Company is
unable to accurately forecast its revenue. Accordingly, we believe that
period-to-period comparisons of our operating results are not very meaningful
and should not be relied upon as an indication of future performance.

Results of Operations
---------------------

         Our revenue from continuing operations for the three months ended March
31, 2003 was $1,408,420 compared to revenues from continuing operations of
$786,881 for the similar first quarter period of 2002. This 79% increase in
revenue from continuing operations was due primarily from substantial increased
levels of mortgage origination business during the first quarter of 2003.

                                       8
<PAGE>

         Our total revenues for the first quarter of 2002, including
discontinued operations primarily in Arizona were $1,227,764 in comparison to
$1,408,425 in the first quarter of 2003 which did not include any discontinued
operations. We are pleased to have realized a material increase in revenues
during the 2003 first quarter compared to 2002 even though we no longer received
any revenues from our former Arizona operations

         Revenues from our real estate franchise sales and services increased
12% from $97,745 during the first quarter of 2002 to $109,050 for our comparable
quarter of 2003.

         Direct Cost of Services increased to $887,507 in the three months ended
March 31, 2003 from $825,980 in the three months ended March 31, 2002, which
7.5% increase was attributable primarily to increased revenue levels.

         Gross margin, as determined by deducting the direct cost of services
from total revenues, was approximately 37% for the three months ended March 31,
2003 compared to 27% for the three months ended March 31,2002. Our substantially
improved gross margin was due primarily to economies of scale related to our
large increase in mortgage origination revenues from our Minnesota based
Discover subsidiary.

         Sales and marketing costs decreased somewhat from $46,491 in the first
quarter of 2002 to $34,507 for the comparable quarter of 2003.

         Amortization and depreciation were similar for the first quarter of
2002 ($67,287) and 2003 ($72,764).

         Our operating income was $9,297 for the three months ended March 31,
2003 compared to a loss of $278,834 the similar first three months of 2002. This
substantial turnaround in operating financial results for the first quarter of
2003 compared to 2002 was due both to our closure of unprofitable Arizona
operations in late 2002 and to significant improved margins from economies of
scale related to our increasing mortgage origination business.

         Our net loss of $13,094 for the three months ended March 31, 2003
decreased from a net loss of $190,684 for the comparable first quarter of 2002.
This substantial improvement was attributable primarily to economies of scale
from substantial increases in mortgage origination revenues at our Discover
subsidiary in Minnesota.

         For the three months period ended March 31, 2003 our EBITDA income was
$95,446. EBITDA income information is one measurement we use to evaluate our
operating results, and is defined as "earnings before interest, taxes,
depreciation and amortization". Although we consider EBITDA results as a useful
measurement of our financial analysis, we do not imply that EBITDA income is a
substitute for the results of our operations shown on our financial statements
herein which were prepared in accordance with generally accepted accounting
principles.



                                       9
<PAGE>

Liquidity and Capital Resources
-------------------------------

         As of March 31, 2003, we had working capital of $206,207 and $337,302
of cash. Since inception of our current mortgage brokerage and real estate
franchising operations, we have funded our development, acquisitions and ongoing
operations through private placements of our common stock. We most likely will
need to raise additional capital from sales of our equity securities to support
our planned expansion activities. If we cannot raise additional funds through
one or more sources, we would need to scale back our planned expansion
significantly. There is no assurance we will be able to obtain future debt or
equity financing as needed, or that any offered financing terms will be
acceptable to us.

         Net cash used in operating activities for the three months ended March
31, 2003 was $128,920, which was used primarily to finance increased receivables
from our real estate franchise operations and reduce our accounts payable.

         Net cash provided by investment activities for the three months ended
March 31, 2003 was $127,129, which consisted of release of a deposit of $180,000
related to our building purchase in early 2003 offset by capital expenditures of
$52,871 for office and computer equipment.

         Net cash provided by financing activities for the three months ended
March 31, 2003 was $17,454, which was obtained primarily from payments on a note
receivable related to our sale of a discontinued business.

Impact of Inflation
-------------------

         Inflation has not had any effect on the development or operations of
the company since the inception of our current business in late 1999, and we do
not believe inflation will have any material effect in the foreseeable future.
Any future significant increase in inflation, however, would most likely
adversely affect our business, particularly due to typical increasing interest
rates related to financing residential mortgage and real estate transactions.

Seasonality
-----------

         The Company's business is materially seasonal in nature, since there is
a general national decrease in residential real estate transactions during the
winter months.

Income Taxes
------------

         Due to its continuing net losses, the company paid no income taxes in
any reported period. As of March 31, 2003, the Company had approximately $4
million of net operating loss carryforwards. Because of the uncertainty of
future profitability, a valuation allowance equal to the deferred tax asset has
been recorded. Due to acquisitions, the Company's ability to benefit from net
operating loss carryforward may be materially limited.


                                       10
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

         The effectiveness of disclosure controls and procedures of the
registrant were evaluated by management within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"), resulting in the following
conclusions:

         i)       such controls and procedures have been designed to ensure that
                  material information on the registrant has been made known to
                  the management of registrant by employees of the registrant
                  and its subsidiaries during the period in which this quarterly
                  report was prepared; and

         ii)      there were no significant changes in internal controls or in
                  other factors that could significantly affect internal
                  controls subsequent to the date of their most recent
                  evaluation, and accordingly no corrective actions were
                  necessary to be taken by the registrant.










                                       11
<PAGE>

--------------------------------------------------------------------------------
                           PART II. OTHER INFORMATION
--------------------------------------------------------------------------------

ITEM 2. CHANGES IN SECURITIES

(a)      In February 2003, the Company issued 1,000,000 restricted common shares
         to Donald Riesterer, the Chairman of the Board, for a 11,400 square
         feet office building in Minneapolis , MN. The total consideration was
         $925,000 which was paid via the 1,000,000 share issuance valued at
         $275,000 and the refinancing of mortgage obligations on the building of
         $650,000. The appraised value of the building was $934,000.

         The foregoing transaction was exempt from registration in reliance upon
         section 4(2) of the Securities Act of 1933, as amended, as a
         transaction by an issuer not involving any public offering. The
         recipient of shares in this transaction is an accredited investor and
         represented his intention to acquire these shares for investment only
         and not with a view to sell in connection with any distribution
         thereof, and an appropriate restrictive legend was affixed to the
         certificate issued in this transaction.

(b)      In February 2003 the company issued a total of 3,450,000 incentive
         stock options to its management personnel which are exercisable anytime
         during their term at $.20 per common share.

         This transaction was exempt from registration in reliance upon Section
         4(2) of the Securities Act of 1933, as amended, since all these options
         were granted in purely private transactions.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits - None
(b)      Reports on Form 8-K. None were filed during the quarter ended March 31,
         2003.


                                   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.

         Date: May 12, 2003                        WHY USA FINANCIAL GROUP, INC.


                                                   By /s/ Donald Riesterer
                                                      --------------------------
                                                      Donald Riesterer
                                                      Chief Executive Officer

                                                  And /s/ James B. Kylstad
                                                      --------------------------
                                                      James B. Kylstad
                                                      Chief Financial Officer

                                       12
<PAGE>

CERTIFICATIONS*
---------------

I, Donald Riesterer. Certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of WHY USA Financial
Group, Inc.

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

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

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

a)   designed such disclosure controls, and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entitles,
     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 the date with in 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, base 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 13, 2003                                  /s/ Donald Riesterer
                                                         -----------------------
                                                         Donald Riesterer
                                                         Chief Executive Officer

                                       13
<PAGE>

CERTIFICATIONS*
---------------

I, James Kylstad. Certify that:

7.   I have reviewed this quarterly report on Form 10-QSB of WHY USA Financial
Group, Inc.

8.   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;

9.   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;

10.  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 entitles,
     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 the date with in 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;

11.  The registrant's other certifying officers and I have disclosed, base 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

12.  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 13, 2003                                  /s/ James Kylstad
                                                         -----------------------
                                                         James Kylstad
                                                         Chief Financial Officer

                                       14