SECURITIES AND EXCHANGE COMMISSION
             WASHINGTON, D.C. 20549
                     FORM 10-QSB

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended December 31, 2003

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________

Commission File Number      000-22965


              Pinnacle Resources, Inc.
---------------------------------------------------
        (Exact name of registrant as specified
                   in its charter)
<TABLE>
<CAPTION>

                                               <c>
Wyoming                                       84-1414869
--------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization         Identification Number)


9600 E. Arapahoe Road, Suite 260,
  Englewood, Colorado                              80112
--------------------------------------------------------------
 (Address of principal executive offices         Zip Code)
</TABLE>
                   303-705-8600
---------------------------------------------------
            (Registrant's telephone number,
                including area code)


Check whether the issuer (1) 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 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 [   ]

The number of outstanding shares of the registrant's common stock,
December 31, 2003:

  Common Stock  -  15,018,050









<PAGE>2

PART I
Item I - FINANCIAL STATEMENTS


                        PINNACLE RESOURCES, INC.
          Index to Condensed Consolidated Financial Statements


                                                                 Page

Condensed Consolidated Balance Sheet
  at December 31, 2003 (unaudited)                                  3

Condensed Consolidated Statements of Operations
  for the six and three months ended
  December 31, 2003 and 2002 (unaudited)                            4

Condensed Consolidated Statements of Cash Flows
  for the six months ended  December 31, 2003
  and 2002 (unaudited)                                              5

Notes to Condensed Consolidated Financial Statements (unaudited)    6




<PAGE>3
                        PINNACLE RESOURCES, INC.
                  Condensed Consolidated Balance Sheet
                           December 31, 2003
                               (unaudited)

                                 Assets
Current assets:
  Cash                                                     $  172,299
  Accounts and notes receivable, net (Note 4)                  90,726
                                                           ----------
    Total current assets                                      263,025

Other investments, at cost                                    152,699
Property and equipment, net of accumulated depreciation       272,313
Other assets:
  Equity in net assets of unconsolidated subsidiary (Note 6)  172,950
  Goodwill                                                    288,234
  Due from related party (Note 2)                              37,187
                                                           ----------
                                                           $1,186,408
                                                           ==========

                  Liabilities and Shareholders' Equity
Current liabilities:
  Accounts and notes payable                               $   58,701
                                                           ----------
    Total current liabilities                                  58,701

Other liabilities:
  Due to related party (Note 2)                                20,000
  Minority interest in net liabilities of consolidated
   subsidiaries                                                18,939
                                                           ----------
    Total liabilities                                          97,640
                                                           ----------

Shareholders' equity:
  Net deficit of affiliate                                   (415,221)
  Common stock                                                    150
  Additional paid   in capital                              3,061,049
  Accumulated comprehensive loss                              151,884
  Retained deficit                                         (1,709,094)
                                                           ----------
    Total shareholders' equity                              1,088,768
                                                           ----------
                                                           $1,186,408
                                                           ==========





See accompanying notes to condensed consolidated financial statements.




<PAGE>4
                        PINNACLE RESOURCES, INC.
             Condensed Consolidated Statements of Operations
                               (unaudited)
<TABLE>
<CAPTION>
                                           Six Months Ended        Three Months Ended
                                             December 31,           December 31,
                                          2003         2002         2003         2002
                                       ----------   ----------   ----------   ----------

                                    <c>          <c>          <c>          <c>
Operating expenses:
  Prospecting costs.                   $   56,988   $    6,209   $   (9,008)  $    5,884
  General and administrative costs        420,010      229,359      277,197      168,279
  Stock     based compensation costs            -        3,600            -            -
  Consulting expenses paid to related
   parties (Note 2)                        89,000       25,188       14,500       15,772
                                       ----------   ----------   ----------   ----------
    Total operating expense               565,998      264,356      282,689      189,935
                                       ----------   ----------   ----------   ----------
    Operating loss                       (565,998)    (264,356)    (282,689)    (189,935)
Non-operating income:
  Gain on sale of subsidiary (Note 5)   1,239,053      752,430            -      130,782
  Gain on sale of stock (Note 5)                -      301,646            -        9,457
  Deficit in net loss of unconsolidated
   subsidiary (Note 6)                    (79,137)           -     (117,124)           -
  Interest income                          83,557            -       28,813            -
  Other income (expense), net              22,174       25,059       13,084       25,059
Interest (expense):
  Related party (Note 2)                        -         (243)           -         (243)
  Other                                         -            -       19,308            -
                                       ----------   ----------   ----------   ----------
    Income (loss) before income taxes     699,649      814,536     (338,608)     (24,880)
  Income tax provision (Note 7)                 -            -            -            -
                                       ----------   ----------   ----------   ----------
                                          699,649      814,536     (338,608)     (24,880)
  Minority interest in loss of
   consolidated subsidiary                 18,939            -      (21,755)           -
                                       ----------   ----------   ----------   ----------
    Net income (loss)                  $  718,588   $  814,536   $ (360,363)  $  (24,880)
                                       ==========   ==========   ==========   ==========
Basic and diluted income (loss)
 per share                             $     0.04   $     0.05   $    (0.02)  $    (0.00)
                                       ==========   ==========   ==========   ==========
Weighted average common shares
 outstanding                           17,133,164   15,254,717   17,543,050   15,254,717
                                       ==========   ==========   ==========   ==========
</TABLE>





See accompanying notes to condensed consolidated financial statements.




<PAGE>5
                        PINNACLE RESOURCES, INC.
            Condensed Consolidated Statements of Cash Flows
                               (unaudited)

                                                  Six Months Ended
                                                    December 31,
                                                 2003         2002
                                              ----------   ----------
Cash flows from operating activities:
      Net cash provided by (used in) operating
       activities                             $  467,871   $ (312,725)
                                              ----------   ----------
Cash flows from investing activities:
  Cash invested in gasification technology      (125,150)           -
  Advances to affiliates                        (123,000)           -
  Cash received from the sale of marketable
   securities                                          -      702,840
  Purchase of equipment                          (51,769)    (108,882)
  Proceeds from the sale of joint venture partner      -       25,000
  Other corporate investments                    (27,549)           -
  Issuance of promissory notes                   (50,000)           -
  Net, advances made to joint venture
   partner (Note 5)                             (134,023)    (300,000)
                                              ----------   ----------
      Net cash (used in) provided by investing
        activities                              (511,491)     318,958
                                              ----------   ----------
Cash flows from financing activities:
  Proceeds from loans                                  -       20,000
                                              ----------   ----------
      Net cash provided by financing activities        -       20,000
                                              ----------   ----------

      Net change in cash                         (43,620)      26,233

Cash:
  Beginning of period                            215,919        4,834
                                              ----------   ----------
  End of period                               $  172,299   $   31,067
                                              ==========   ==========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                  $        -   $    5,071
                                              ==========   ==========
    Income taxes                              $        -   $        -
                                              ==========   ==========

Non-cash financing and investing activities:
  Common stock issued as repayment for debt.  $        -   $  150,000
                                              ==========   ==========
  Unrealized holding gain                     $        -   $3,483,620
                                              ==========   ==========





See accompanying notes to condensed consolidated financial statements.





<PAGE>6
                        PINNACLE RESOURCES, INC.
          Notes to Condensed Consolidated Financial Statements
                              (Unaudited)


Note 1.  Basis of presentation

The financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its Form 10-KSB
dated June 30, 2003, and should be read in conjunction with the notes
thereto.

In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim period presented have
been made. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.


Note 2.  Related Party transactions

The Company paid consulting fees to related parties totalling $89,000
and $25,188, respectively, during the three months ended December 31,
2003 and 2002.   As of December 31, 2003, $25,000 was due to related
parties for consulting fees.

The president of the Company owes the Company $10,486 at December 31,
2003 for legal fees paid on his behalf.  The payment of legal fees was
recorded as due from related party in the accompanying condensed,
consolidated financial statements.

During the six months ended December 31, 2003, the Company provided
venture debt financing totalling $134,023 to Diamonaire Exploration
(Pty) (Ltd) to fund its start up costs.  Diamonaire is a joint venture
with Ocean Options (Pty) (Ltd).  According to the joint venture
agreement, the advances carry an interest rate of 10 percent and are to
be repaid in US dollars.  The loan must be repaid prior to any
distributions to the joint ventures.  The Company accrued approximately
$ 47,184 in interest receivable through December 31, 2003.

Note 3.  Lines of credit

The Company has four lines of credit for a total of $100,000, of which,
$100,000 was unused at December 31, 2003.  Advances made on the lines
of credit carry an interest rate of prime plus one percent and may be
extended annually with the consent of the financial institution.  The
credit lines are personally guaranteed by the president of the Company.

Note 4.  Accounts and notes receivable

Accounts and notes receivable consisted of the following at December
31, 2003:

     Subrent receivable                       $   15,217
     Interest receivable                          40,509
     Short-term note                              25,000
     Short-term note receivable                   10,000
                                              ----------
                                              $   90,726
                                              ==========

<PAGE>7

Note 5.  Sale of marketable equity securities

In fiscal 2002, the Company exchanged its holdings of Plateau Resources
(Pty) Ltd. (Plateau) common stock for 7,000,000 shares of Anooraq
Resources, Ltd., common stock.  The Company recognized gain on the
Plateau sale, ratably, as the Anooraq common shares were sold.  The
Company also recognized market gains and losses during the periods in
which it held any Anooraq shares.

During the six months ended December 31, 2003, the Company sold
2,543,000 shares of Anooraq common stock for gross proceeds of
$819,148.  These shares represented the remaining shares of Anooraq
common stock held in the Company's portfolio.  The Company recorded a
gain on the sale of Plateau totalling $1,239,053. No gain on the sale
of marketable securities was recorded for the six-month period.
Through December 31, 2003, the Company has disposed of all 7,000,000
shares of its holdings in Anooraq common stock.

During the six months ended December 31, 2002, the Company sold
1,499,500 shares of Anooraq Resources, Ltd. common stock for gross
proceeds of $702,840.  The Company recorded a gain on the sale of
Plateau Resources (Pty) Ltd. totalling $752,430 and a gain on the sale
of marketable securities totalling $301,646 during the six months ended
December 31, 2002.


Note 6.  Equity in net assets of unconsolidated subsidiary

During the six months ended December 31, 2003, the Company invested
$134,023 in Diamonaire Exploration (Pty) Ltd. (Diamonaire), a fifty
percent owned joint venture.  Diamonaire is owned jointly with Ocean
Options (Pty) Ltd.  Diamonaire owns 80 percent of the issued and
outstanding of Ocean Exploration, (Pty) Ltd.  The remaining 20 percent
of the issued and outstanding common stock of Ocean Exploration is held
by Poseidon Divers, (Pty) Ltd.  The business purpose of the joint
venture is to mine diamonds off the west coast of South Africa using
new technology developed by Ocean Options (Pty) Ltd.  Except for the
Company, all entities referred to are Republic of South Africa
companies.   The following condensed balance sheet includes the
accounts of Diamonaire and its 80 percent-owned subsidiary Ocean
Exploration, (Pty) Ltd.

     Cash                                                  $    3,119
     Receivables                                               12,357
     Property and equipment                                   358,191
                                                           ----------
          Total assets                                     $  373,667
                                                           ==========

     Accounts payable and accrued liabilities              $    1,493
     Debt                                                      11,493
     Other liabilities                                         27,171
                                                           ----------
                                                               40,157
                                                           ----------
     Shareholders' equity                                     333,510
                                                           ----------
          Total liabilities and shareholders' equity       $  373,667
                                                           ==========

<PAGE>8

Through December 31, 2003, the Company has invested $473,630 in the
joint venture.  The Company's equity in Diamonaire's net assets as of
December 31, 2003 is $172,950.  The accompanying condensed,
consolidated financial statements include goodwill totalling $288,234
related to the investment in the joint venture.


Note 7.  Income taxes

The Company records its income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".
The Company offset operating profits during the three months ended
December 31, 2003 against a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income
taxes.


Note 8.  Stock options

On October 2, 2002, the Company granted a Director an option to acquire
1,000,000 shares of the Company's common stock at $.05 per share.  On
the date of the granting o the option, the Company's stock was quoted
at $.03 bid, $.05 asked.   The option vested on the date of grant and
expires in October 2007.   The following summary presents activity for
the quarter ended December 31, 2003:

                                   Options Outstanding and Exercisable
                                  ------------------------------------
                                                             Wtg. Avg
                                  Number of         Exercise Price
                                    Shares      Per Share    Per Share
                                  ----------   ----------   ----------
Balance at June 30, 2003           1,000,000   $     0.05   $     0.05
  Options granted                          -            -            -
  Options exercised                        -            -            -
  Options expired                          -            -            -
                                  ----------   ----------   ----------
Balance at December 31, 2003       1,000,000   $     0.05   $     0.05
                                  ==========   ==========   ==========




<PAGE>9

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of operations - the six months ended December 31, 2003 compared
with the six months ended December 31, 2002

We reported a net profit of $718,588 ($.0478 per share) for the six
months ended December 31, 2003, as compared to a net profit of $814,536
($.05 per share) for the year earlier period. Our net profit resulted
from the sale of a subsidiary, Plateau Resources.  When we sold Plateau
in fiscal 2002, we deferred our gain of approximately $3.7 million on
the sale because we received as consideration 7 million shares of stock
in Anooraq and no cash.   Our accounting policy is to recognize a
portion of the deferred gain when we sell the Anooraq stock for cash
consideration.  We also recognized a gain on the stock itself, as we
originally calculated our gain based on an Anooraq stock price of
approximately $.18 per share.   Through December 31, 2003, we have sold
all 7,000,000 shares of Anooraq stock.  We had no shares of Anooraq
common stock remaining at December 31, 2003.

General and administrative expenses increased approximately 58 percent,
from $229,359 for the six months ended December 31, 2002, to $362,301
for the six months ended December 31, 2003 primarily due to the
readying for start-up of the Titan commercial operations and
investigation of other investments.

Consulting expenses paid to related parties increased from $25,188 for
the six months ended December 31, 2002, to $146,709 for the six months
ended December 31, 2003 primarily due to the increased activity of both
Titan and Diamonaire.

South African interest rates are dropping, which impacts the rate of
interest we charge our subsidiaries on advances.  Inflation has not
affected our operations.  However, the impact of a weakening US dollar
has impacted our operations.  The difference between our current assets
and our current liabilities denominated in South Africa Rand exposes us
to foreign currency fluctuations.  Unrealized losses from foreign
currency translations are included in operations.


Liquidity

During the six months ended December 31, 2003, our ability to generate
adequate amounts of cash to meet our needs came from the sale of
Anooraq common stock. Our subsidiary (Van Mag), affiliate (Titan) and
joint venture (Diamonaire) used liquidity in the period.  We also
invested approximately $202,700 in other ventures during the period.
Sales of Anooraq common stock provided us with $819,148 in cash during
the period.   However, our cash position decreased from $215,919 at
June 30, 2003 to $172,299 at December 31, 2003 as a result.  During the
period we disposed of all our remaining shares of Anooraq common stock.
As of December 31, 2003, we can no longer rely on Anooraq stock sales
as a source of liquidity.

Van Mag
This subsidiary is not expected to generate cash flow until such time
as we sell it or we commence mining operations.  We are currently
applying for a mining authorization from the South African government.
We advanced VanMag $48,000 for fees and mining permits during the
period.

<PAGE>10

Titan Processors
Pinnacle provided Titan with approximately $75,000 in financing during
the period which was used to purchase new equipment for our tantalum
refinery in Johannesburg, South Africa.  Pinnacle has provided Titan
with $477,712 in financing since the inception of the project.  Titan
is expected to begin refining tantalum and niobium in the current
fiscal year.  Pinnacle's financing must be repaid prior to the payment
of dividends to shareholders.

Diamonaire joint venture
We loaned Diamonaire approximately $134,023 during the six months ended
December 31, 2003 which paid for the construction of diamond recovery
equipment that will be used to recover diamonds along the coastline of
Africa.   Pinnacle has provided Diamonaire with $473,630 in financing
since the inception of the project.  Our venture partner has agreed
that our loan would be repaid prior to any cash distributions to the
venture partners.  We own approximately 50 percent of the joint venture
that owns 80 percent of the operating company, Ocean Exploration, a
South African company.


Financial condition

Investments
Our trading portfolio at year-end was comprised exclusively of Anooraq
common stock.  During the quarter ended December 31, 2003, we sold all
of our remaining shares of Anooraq common stock (2,543,000 shares) for
$819,148.   At December 31, 2003; we no longer have any shares of
Anooraq stock.

We invested $125,150 in a gasification venture; we issued promissory
notes totalling $50,000 and made other corporate investments totalling
$27,549 during the six months ended December 31, 2003.  We expect to
begin to receive returns on these investments during the next quarter.
We may not cash out on the total investment for up to two years.  In
addition, there is no assurance that the investments will prove
successful.

Property and equipment
Net property and equipment increased from $246,203 at June 30, 2003 to
$272,313 at December 31, 2003.  Provisions for depreciation in for the
quarter ended December 31, 2003 and 2002 were $25,659 and $2,462,
respectively.  Net property additions consisted principally of tantalum
refinery equipment.

Deferred gain-on-sale
Deferred gain from the sale of our Plateau Resources Pty. Ltd.
subsidiary decreased from $1,265,549 at June 30, 2003 to $-0- at
December 31, 2003.  We recognized the remaining deferred portion of our
gain during the quarter as we sold the remaining shares of Anooraq
common stock.  In fiscal 2001, we received 7 million shares of Anooraq
common stock as consideration for the sale of Plateau Resources.

Net deficit of affiliate
This refers to the net deficit in equity of our affiliate, Titan
Processors.



<PAGE>11

Our strategy in the near future is to focus on developing a substantial
share of the world tantalum market and recovering diamonds from the
ocean bed off the west coast of South Africa.   We believe that our
future success will depend on our ability to develop these two
businesses and to invest wisely in new businesses.

Income taxes

In situations where a company has experienced net operating losses
which cannot be offset through a carryback, the net operating losses
may be realized as a carryforward up to 20 years in the future.  Due to
our substantial development stage losses in earlier years, we have a
cumulative net operating loss for which we have recognized a benefit in
the current year.  However, the Financial Accounting Standards Board
(FASB) has concluded that tax benefits of loss carryforwards should not
be recognized until they are actually realized, except in circumstances
when realization is assured beyond any reasonable doubt at the time the
loss carryforward arises.  For this reason, we have recorded as
valuation allowance in our accounting records for the future tax
benefits of our loss carryforwards. Management believes that the
current cumulative net operating loss may be fully realized in the
current fiscal year


Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our
chief executive officer and chief financial officer, conducted an
evaluation of our "disclosure controls and procedures" (as defined in
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c))
within 90 days of the filing date of this quarterly report on Form
10QSB (the "Evaluation Date").  Based on their evaluation, our chief
executive officer and chief financial officer have concluded that as of
the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed
in this quarterly report on Form 10QSB has been made known to them in a
timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.



<PAGE>12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds.
          not applicable.
Item 3. Defaults Upon Senior Securities.
          not applicable.
Item 4. Submission of Matters to a Vote of Security
          Holders.
          not applicable.
Item 5. Other Information. not applicable.
Item 6. Exhibits and Reports on Form 8-K.

 (a)   Reports on Form 8-K.
(b)   Exhibits.
       Exhibit 99 - Certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002



                  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:  February 19, 2004

PINNACLE RESOURCES, INC

By: /s/ Glen R. Gamble
---------------------------
Glen R. Gamble, President and Director



<PAGE>13

               CERTIFICATIONS

I, Glen R. Gamble, certify that:

1.   I have reviewed this quarterly report on Form 10QSB of
Pinnacle Resources, Inc.

2.   Based on my knowledge, the 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 small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:

(a)   designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b)   designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this quarterly
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(d)   disclosed in this quarterly report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control
over financial reporting; and



<PAGE>14

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 the registrant's board of
directors (or persons performing the equivalent function):

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

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

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

Date:  February 19, 2004

/s/Glen R. Gamble
Glen R. Gamble
Chief Executive Officer


<PAGE>15

                     CERTIFICATION
I, Robert Hildebrandt, certify that:

1.   I have reviewed this quarterly report on Form 10QSB of
Pinnacle Resources, Inc.

2.   Based on my knowledge, the 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 small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:

(a)   designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b)   designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this quarterly
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(d)   disclosed in this quarterly report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control
over financial reporting; and



<PAGE>16

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 the registrant's board of
directors (or persons performing the equivalent function):

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

(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

Date:  February 19, 2004

/s/Robert A. Hildebrand
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Robert A. Hildebrand, Chief Financial Officer