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 September 30, 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,
September 30, 2003:
  Common Stock  -  17,135,050









<PAGE>2

Part I - Financial Statements

                        PINNACLE RESOURCES, INC.
                          Index to Condensed
                    Consolidated Financial Statements


                                                                Page
                                                             ----------
Condensed Consolidated Balance Sheet at
  September 30, 2003 (unaudited)                                  2

Condensed Consolidated Statements of Operations for the
  three months ended September 30, 2003 and 2002 (unaudited)       3

Condensed Consolidated Statements of Cash Flows for the
  three months ended September 30, 2003 and 2002 (unaudited)       4

Notes to Condensed Consolidated Financial Statements (unaudited)   5




<PAGE>3
                        PINNACLE RESOURCES, INC.
                  Condensed Consolidated Balance Sheet
                          September 20, 2003
                              (Unaudited)

                                 Assets
                                 ------
Current assets:
  Cash                                                     $  710,334
  Accounts and notes receivable, net (Note 4)                  57,812
                                                           ----------
    Total current assets                                      768,146

Other investments, at cost                                     15,845
Property and equipment, net of accumulated depreciation       286,875
Other assets:
  Equity in net assets of unconsolidated subsidiary (Note 6)  208,331
  Goodwill                                                    259,226
  Due from related party (Note 2)                              10,487
                                                           ----------
                                                           $1,548,909
                                                           ==========


                Liabilities and Shareholders' Equity
                ------------------------------------
Current liabilities:
  Accounts and notes payable                               $  358,218
  Other current liabilities                                    14,465
                                                           ----------
    Total current liabilities                                 372,683

Other liabilities:
  Due to related party (Note 2)                                12,000
  Minority interest in net liabilities of consolidated
   subsidiaries.                                              (21,755)
                                                           ----------
    Total liabilities                                         362,928


Shareholders' equity:
  Net deficit of affiliate                                   (452,804)
  Common stock                                                    175
  Additional paid-in capital                                3,060,173
  Accumulated comprehensive loss                              (39,532)
  Retained deficit                                         (1,382,031)
                                                           ----------
    Total shareholders' equity                              1,185,981
                                                           ----------
                                                           $1,548,909
                                                           ==========





See accompanying notes to condensed consolidated financial statements.




<PAGE>4
                        PINNACLE RESOURCES, INC.
             Condensed Consolidated Statements of Operations
                             (Unaudited)

                                                 Three Months Ended
                                                   September 30,
                                                 2003         2002
                                              ----------   ----------
Operating expenses:
  Prospecting costs                           $   65,996   $      325
  General and administrative costs               142,813       61,080
  Consulting expenses paid to related
   parties (Note 2)                               74,500        9,416
                                              ----------   ----------
    Total operating expense                      283,309       70,821
                                              ----------   ----------
    Operating loss                              (283,309)     (70,821)

Non-operating income:
  Gain on sale of subsidiary (Note 5)           ,239,053      621,648
  Gain on sale of stock (Note 5)                       -      294,285
  Equity in net loss of unconsolidated
   subsidiary (Note 6)                            37,987            -
  Interest income                                 54,744            -
  Other income                                     9,090            -
Interest (expense):
  Related party (Note 2)                               -       (1,853)
  Other                                          (19,308)        (243)
                                              ----------   ----------
    Income before income taxes                 1,038,257      843,016
  Income tax provision (Note 7)                        -            -
                                              ----------   ----------
                                               1,038,257      843,016

  Minority interest in loss of consolidated
   subsidiary                                     21,755            -
                                              ----------   ----------
    Net income/loss                           $1,060,012   $  843,016
                                              ==========   ==========
Basic and diluted loss per share              $     0.06   $     0.06
                                              ==========   ==========
Weighted average common shares outstanding    17,543,050   15,254,717
                                              ==========   ==========





See accompanying notes to condensed consolidated financial statements.




<PAGE>5

                        PINNACLE RESOURCES, INC.
             Condensed Consolidated Statements of Operations
                             (Unaudited)

                                                 Three Months Ended
                                                   September 30,
                                                 2003         2002
                                              ----------   ----------
Cash flows from operating activities
    Net cash provided by (used in)
     operating activities                     $  578,339   $ (130,996)
                                              ----------   ----------

Cash flows from investing activities:
  Purcahse of equipment                                -       (1,201)
  Net, advances made to joint venture partner
   (Note 5)                                      (83,924)           -
                                              ----------   ----------
    Net cash used in investing activities        (83,924)      (1,201)
                                              ----------   ----------

Cash flows from financing activities:
  Proceeds from loans                                  -       62,000
  Principal payments on capital lease                  -         (447)
                                              ----------   ----------
    Net cash provided by financing activities          -       61,553
                                              ----------   ----------

    Net change in cash                           494,415      (70,644)

Cash:
  Beginning of period                            215,919       78,269
                                              ----------   ----------
  End of period                               $  710,334   $    7,625
                                              ==========   ==========


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 totaling $74,500
and $9,614, respectively, during the three months ended September 30,
2003 and 2002.   As of September 30, 2003, $12,000 was due to related
parties for consulting fees.

The president of the Company owes the Company $10,487 at September 30,
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 year ended June 30, 2003, the Company provided venture debt
financing totaling $339,607 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-venturers.  The Company accrued approximately $34,561 in interest
receivable through September 30, 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 September 30, 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.



<PAGE>7

Note 4:  Accounts and notes receivable

Accounts and notes receivable consisted of the following at September
30, 2003:

     Subrent receivable                       $   13,251
     Interest receivable                          34,561
     Trade receivables                                 -
     Short-term note receivable                   10,000
                                              ----------
                                              $   57,812
                                              ==========

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 quarter ended September 30, 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 totaling $1,239,053. No gain on the sale of marketable
securities was recorded for that quarter.  Through September 30, 2003,
the Company has disposed of all 7,000,000 shares of its holdings in
Anooraq common stock.

During the quarter ended September 30, 2002, the Company sold 1,226,500
shares of Anooraq Resources, Ltd. common stock for gross proceeds of
$616,025.  The Company recorded a gain on the sale of Plateau Resources
(Pty) Ltd. totalling $621,648 and a gain on the sale of marketable
securities totaling $294,285 for that quarter.


Note 6:  Equity in net assets of unconsolidated subsidiary

During the quarter ended September 30, 2003, the Company invested
$83,924 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                                           $    2,659
  Receivables                                        17,405
  Property and equipment                            417,563
                                                 ----------
   Total Assets                                  $  437,627


 <PAGE>8

  Accounts payable and accrued liabilities       $    7,596
  Debt                                              170,939
  Other liabilities                                  12,403
                                                 ----------
                                                    190,938
                                                 ----------
  Shareholders' equity                              246,689
                                                 ----------
    Total liabilities and shareholders' equity   $  437,627
                                                 ==========

Through September 30, 2003, the Company has invested $433,571 in
Diamonaire.  The Company's equity in Diamonaire's net assets as of
September 30, 2003 is $208,331.  The accompanying condensed,
consolidated financial statements include goodwill totaling $259,226
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
September 30, 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.  The
option vested on the date of grant and expires in October 2007.   The
following summary presents activity for the quarter ended September 30,
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 September 30, 2003   1,000,000   $     0.05   $     0.05
                                 ==========   ==========   ==========




<PAGE>9

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


Management Discussion and Analysis of Financial Condition and Results of
Operations


Results of operations- the three months ended September 30, 2003 compared
with the three months ended September 30, 2002

We reported a net profit of $1,060,012 ($.06 per share) for the three
months ended September 30, 2003, as compared to a net profit of $843,016
($06 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 September 30, 2003, we have sold all 7,000,000 shares of Anooraq
stock.  We had no shares of Anooraq common stock remaining at September 30,
2003.

General and administrative expenses increased approximately 134 percent,
from $61,080 for the quarter ended September 30, 2002, to $142,813 for the
three months ended September 30, 2003 primarily due to the readying for
start-up of Titan commercial operations.

Consulting expenses paid to related parties increased from $9,416 for the
three months ended September 30, 2002, to $74,500 for the three months
ended September 30, 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 quarter ended September 30, 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 quarter.  Sales of Anooraq common stock
provided us with $819,148 in cash during the quarter.   Our cash position
increased from $215,919 at June 30, 2002 to $710,334 at September 30, 2003
as a result.  However, during the quarter we disposed of all our remaining
shares of Anooraq common stock.  As of September, 30, 2003, we can no
longer rely on Anooraq stock sales as a source of liquidity.

Van Mag
Pinnacle provided Van Mag with no financing during the quarter.    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 incurred
$65,996 in fees and expenses on permits in the current quarter.



Titan Processors
Pinnacle provided Titan with approximately $25,000 in financing during the
quarter which was used to purchase new equipment for our tantalum refinery
in Johannesburg, South Africa.  Titan is expected to begin refining
tantalum and niobium in fiscal 2004.  Pinnacle's financing must be repaid
prior to the payment of dividends to shareholders.

Diamonaire joint venture
We loaned Diamonaire approximately $83,924 in during the fiscal year which
paid for the construction of diamond recovery equipment that will be used
to recover diamonds along the coastline of Africa.   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 September 30, 2003, we sold all of
our remaining shares of Anooraq common stock (2,543,000 shares) for
$819,148   At September 30, 2003, we no longer have any shares of Anooraq
stock.

Property and equipment

Property and equipment increased from $246,203 at June 30, 2003 to $286,875
at September 30, 2003.  Provisions for depreciation in for the quarter
ended September 30, 2003 and 2002 were $12,379 and $-0-, 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 September 30, 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.

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.

Plan of Operation.    Pinnacle is not delinquent on any of its
obligations even though Pinnacle has not yet begun to generate revenue.
Pinnacle will identify and subsequently qualify prospective clients.
Current operations require minimal cash infusions.   Pinnacle may
borrow funds or obtain equity financing from affiliated persons or
entities to continue operations, if necessary.

Pinnacle intends to market its services utilizing cash made available
from the recent private sale of its common shares.   Pinnacle is of the
opinion that revenues from its services along with proceeds of the
private sale of its securities will be sufficient to pay its expenses
until receipt of revenues at a level to sustain operations.

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>11

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:  May 20, 2003

PINNACLE RESOURCES, INC

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



<PAGE>14

               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>15

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:  November 17, 2003

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


<PAGE>20

                     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>21

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:  November 17, 2003

/s/Robert A. Hildebrandt
--------------------------------
Robert A. Hildebrandt, Chief Financial Officer