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 March 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,
March 31, 2003:
  Common Stock  -  17,135,050









<PAGE>2

       PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

                           PINNACLE RESOURCES, INC.
                       (A Development Stage Company)
                                  Index to
                     Consolidated Financial Statements


                                                                  PAGE
                                                                  ----

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


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


Condensed Consolidated Statements of Operations for the
 nine and three months ended March 31, 2003 and 2002 (unaudited)     5


Notes to Unaudited Consolidated Financial Statements                 6







<PAGE>3

                          PINNACLE RESOURCES, INC.
                    Condensed Consolidated Balance Sheet
                              March 31, 2003
                               (unaudited)

                                 Assets
Current assets:
  Cash                                                     $  221,372
  Accounts receivable                                           2,066
  Inventory                                                    16,865
                                                           ----------
      Total current assets                                    240,303

Property and equipment, net of accumulated depreciation       276,384
Other assets:
  Investment in Joint Venture (Note 5)                        302,340
  Due from related party (Note 2)                              10,487
  Investment in available-for-sale securities,
   at fair value (Note 5)                                   1,311,400
  Other                                                           897
                                                           ----------
                                                           $2,141,811

               Liabilities and Shareholders' Equity
Current liabilities:
  Accounts and notes payable:
    Accounts payable                                       $   47,661
  Other current liabilities                                   107,257
                                                           ----------
      Total current liabilities                               154,918

Noncurrent liabilities:
  Deferred gain on sale of subsidiary (Note 5)              1,625,887
                                                           ----------
     Total liabilities                                      1,780,805
                                                           ----------
Shareholders' equity:
  Preferred stock                                                   -
  Common stock                                                    173
  Additional paid-in capital                                3,004,310
  Outstanding stock options                                    47,165
  Accumulated comprehensive income                          1,203,423
  Deficit accumulated during the development stage         (3,894,065)
                                                           ----------
     Total shareholders' equity                               361,006
                                                           ----------
                                                           $2,141,811
                                                           ==========



See accompanying notes to consolidated financial statements




<PAGE>4

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

                               <c>          <c>          <c>          <c>
Operating expenses:
  Prospecting costs               $   23,617   $   42,869   $   17,408   $    2,952
  General and administrative costs.  396,834      271,373      163,875       92,473
  Stock based compensation costs       3,600            -        3,600            -
  Consulting expenses paid to
   related parties (Note 2)           42,638            -       17,450            -
  Losses of subsidiary in year of sale     -      172,281            -            -
                                  ----------   ----------   ----------   ----------
                                     466,689      486,523      202,333       95,425
                                  ----------   ----------   ----------   ----------
Income/loss before income taxes,
 nonoperating income and
 interest expense                   (466,689)    (486,523)    (202,333)     (95,425)

  Gain on sale of common stock of
   subsidiary (Note 4)             1,349,098            -      596,668            -
  Other nonoperating income (expense),
   net                                22,487      (23,322)      (2,572)       5,808
  Interest (expense)                  (8,009)           -       (7,766)           -
  Interest (expense):
    Related party (Note 2)                 -      (36,489)           -      (31,237)
                                  ----------   ----------   ----------   ----------
      Income/loss before
       income taxes               $  896,886     (546,334)     383,996     (120,854)

  Income tax provision (Note 6)            -            -            -            -
                                  ----------   ----------   ----------   ----------
        Net income/loss           $  896,886   $ (546,334)  $  383,996   $ (120,854)
                                  ----------   ----------   ----------   ----------
Other comprehensive income:
  Unrealized gain on available-
   for-sale securities  (Note 4)     585,129            -      283,483            -
                                  ----------   ----------   ----------   ----------
      Comprehensive income/loss   $1,482,015   $ (546,334)  $  667,479  $  (120,854)
                                  ==========   ==========   ==========   ==========
Basic and diluted earnings (loss)
 per share                        $     0.05   $    (0.04)  $     0.02  $     (0.01)
                                  ==========   ==========   ==========   ==========
Weighted average common shares
 outstanding                      17,295,050   14,197,272   17,343,050   16,876,717
                                  ==========   ==========   ==========   ==========
</TABLE>
See accompanying notes to consolidated financial statements



<PAGE>5

                          PINNACLE RESOURCES, INC.
             Condensed Consolidated Statements of Cash Flows
                              (unaudited)

                                                  Nine Months Ended
                                                       March 31,
                                               -----------------------
                                                  2003         2002
                                               ----------   ----------
Cash flows from operating activities:
     Net cash (used in) operating activities   $  293,044   $ (335,140)
                                               ----------   ----------

Cash flows from investing activities:
  Cash received from sale of marketable
   securities                                     447,948            -
  Purchase of equipment                          (299,454)      (1,201)
  Proceeds from the sale of joint venture
   partner                                         25,000            -
  Advances made to joint venture partners        (300,000)     (55,000)
                                               ----------   ----------
     Net cash provided by (used in)investing
      activities                                 (126,506)     (56,201)
                                               ----------   ----------

Cash flows from financing activities:
  Advances from officer/shareholder (Note 2)       50,000      250,000
  Proceeds from loans                              20,000       46,520
  Repayment of loans                              (20,000)           -
  Proceeds from sale of debenture, net                  -      156,000
  Principal payments on capital lease                   -       (1,236)

  Principal payment on line of credit                   -            -
                                               ----------   ----------
     Net cash provided by financing activities     50,000      451,284
                                               ----------   ----------

     Net change in cash                           216,538       59,943

Cash:
  Beginning of period                               4,834       78,269
                                               ----------   ----------
  End of period                                $  221,372   $  138,212
                                               ==========   ==========

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest                                  $        -   $        -
                                              ==========   ==========
    Incometaxes                               $        -   $        -
                                              ==========   ==========



See accompanying notes to consolidated financial statements




<PAGE>6

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, 2002, 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 $61,138
and $-0- during the nine months ended March 31, 2003 and 2002.

The Company paid legal fees on behalf of its president of $7,623 and $-
0- during the nine months ended March 31, 2003 and 2002.  The payment
was recorded as due from related party in the accompanying financial
statements.

Note 3:  Line of credit
The Company has four lines of credit for a total of $100,000, of which,
$100,000 was unused at March 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:  Sale of marketable equity securities
The Company sold 2,671,500 shares of Anooraq Resources, Ltd. common
stock for gross proceeds of $1,063,972 during the nine months ended
March 31, 2003.  The Company recorded a gain on the sale of Plateau
Resources (Pty) Ltd. totalling $1,349,098 which is included in the
determination of net income and an unrealized gain on the Anooraq
common stock totalling $585,129 during the nine months ended March 31,
2003 which is included in comprehensive income.  Comprehensive income
includes the unrealized gains and losses on the Anooraq common stock
which is classified as available-for-sale and is included as a
component of shareholders' equity.    The Company has an unrealized
holding gain on Anooraq stock of $1,244,125 at March 31, 2003,
representing the appreciation in the stock price since the date the
Anooraq stock was acquired.  As a result, the Company has a deferred
gain on the sale of Plateau of $1,625,887, which it will recognize pro-
rata, as it sells its remaining 3,278,500 shares of Anooraq stock in
its portfolio at March 31, 2003.

Note 5:  Investment in joint venture partner
During the nine months ended March 31, 2003, the Company invested
$300,000 in Diamonaire Exploration (PTY) Ltd.

Note 6:  Shareholders' equity
During the nine months ended March 31, 2003, the Company issued 90,000
shares of its common stock to professionals for services rendered.



<PAGE>7

During the nine months ended March 31, 2003, the Company granted an
officer an option to purchase 1,000,000 shares of common stock at $.05
per share.  The quoted market price of the Company's common stock was
$.03 per share at the grant date.  Because the officer is considered an
employee, no compensation expense was recorded.

During the nine months ended March 31, 2003, the Company granted a
consultant an option to purchase 20,000 shares of common stock at $.07
per share.  The quoted market price of the Company's common stock was
$.03 per share at the grant date.  Because the consultant is a
nonemployee, $900 in compensation expense was recorded.

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 nine months ended March
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:  Funding agreement
On March 11, 2003, the Company entered into an agreement with Ravalon
Finance Ltd. to fund the Company's expansion.  The agreement, approved
by the Board of Directors, provides for the Company to issue a $2
million bond at 4 percent with net proceeds to the Company of
$1,350,000 after subtracting debt issue costs of $650,000.  The debt
will be secured by 2,000 shares of the Company's shareholding in
Vanadium and Magnetite Exploration and Development (Pty) Ltd.and will
be convertible into the Company's common stock at the rate depending on
the market value of Pinnacle's shares, but at no less than $.50 per
share.






<PAGE>8

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

In January 2002, Pinnacle created a Nevada Corporation by the name of
Titan Intellectual Ltd which was set up as a wholly owned subsidiary.
Titan Intellectual then contracted with Dr. Jan Becker of Pretoria,
South Africa to acquire and hold all of Dr. Becker's know-how,
capability, process expertise and the patentability of certain designs
and methodologies for the treatment and purification of vanadium,
titanium, and tantalum ores and concentrates.

In February 2002 Titan Intellectual then licensed the Becker technology
and technique to Titan Processors (Pty) Ltd, a South African
corporation with the expectation that Titan Processors would erect a
processing facility for concentrates of tantalite in order to refine
the tantalite ore into highly purified tantalum oxide.  The processing
facility is almost complete.   The Phase I facility that would provide
the tantalite concentrates that Titan would refine into tantalite oxide
is still under construction.  Once Phase I is on line and the company
has orders, production will begin.   The Licensing Agreement was let to
Titan based upon a royalty of Five (5%) of the gross plus a Fifteen
(15%) Percent participation in the net profits of Titan after payback
of its loan for start-up capital of the refinery.

Also in February, Pinnacle Resources agreed to issue 100,000 shares of
stock from its treasury to Dr. Becker for consulting to erect and
oversee construction of the tantalite refinery; and then another
100,000 shares upon the completion of the refinery; and additional
100,000 share blocks of common stock based upon million dollar
increments of profitability of Titan Processors (Pty) Ltd until Dr.
Becker has realized a total of One Million shares.  Pinnacle also
agreed to exclusively retain Dr. Becker at a salary of US$4,000 per
month the obligation of which will be paid by Titan Processors.
Additionally, Pinnacle holds the sole option to acquire up to 85% of
Titan Processors.  Titan Processors refinery installation is being
placed upon the milling and processing campus of Rappa Holdings, LLC
utilizing Rappa's hazardous materials license and for this concession
Rappa earned an option to acquire the remaining 15% of Titan Processors
one year after the refinery starts cash flow.

Pinnacle sought to achieve financing for Titan Processors and therefore
retained the services of a legal financial specialist, Greg Bartko, who
operates under the name of Capstone Capital.  Capstone proceeded to
arrange for Titan Intellectual to issue Convertible Debentures in
tranches of $200,000 under a Rule 504 Private Placement Subscription.
Upon completion of the initial tranche of $200,000, of which Barkto,
etals deducted $44,000 in fees, Capstone then orchestrated the merger
of Titan Intellectual into

Pinnacle Resources such that Pinnacle was then responsible to issue its
shares for the convertible debentures when a conversion notice was
presented.  The net result was that the investors tried to convert when
the stock price of Pinnacle was depressed.  Company management objected
and settlement was achieved in lieu of litigation.  The net result was
that an additional three million shares of Pinnacle common stock was
issued.  Net monies derived from this transaction have been used in
part ($56,000) for operational expense reimbursement to Pinnacle and
the balance ($100,000) has been committed toward a loan to Titan
Processors in order to fund the tantalum refinery in South Africa.
Loan terms to Titan Processors call for interest to be set at South



<PAGE>9

Africa's prime rate plus two percent (16%) with an amortization
schedule of three years commencing six months after the refinery is
operational; however, management may accelerate the payback if
feasible.

In July 2002 management reviewed its ongoing commitment to Society
Alpha Plus to complete the funding of the Kanteya River Diamond
Recovery Project in Guinea West Africa.  The company has been able to
achieve only partial project financing and management was unwilling to
contribute 100% of the cash investment required to bring the project to
first level production.   As a result the Kanteya River project has
been put on hold pending the availability of higher risk capital and
the company has instead elected to pursue, through the introduction by
Society Alpha Plus, an South African west coat ocean diamond recovery
project that has proven diamond recoveries.  The project is housed in a
new South African proprietorship, Diamonaire Pty Limited, and is
jointly owned by the company and Ocean Options.

The principal of Ocean Options is Mr. Chris Wilson and he has several
years direct experience in operations of diamond recoveries in the
hazardous shores of west coast South Africa.  Mr. Wilson has developed
new technology, called Ocean Walker, that addresses the main obstacles
encountered and endured by diamond gravel dredging from equipped boats
that work the shallows for diamoniferous gravels.  Mr. Wilson is in the
process of testing the Ocean Walker which should be in production
shortly.   Management was sufficiently impressed with the equipment
design and the shore concessions subleased to Diamonaire by Transhex
Corporation which together with a processing agreement utilizing the
existing Tranhex diamond separation plant.  The company made a
US$300,000 financial commitment to Diamonaire in the form of a two year
loan repayable at LIBOR plus 2% and a 50% equity position in
Diamonaire.  As of the end of this first quarter $300,000 of the
promised funds had been advanced to Diamonaire.   Operations are
estimated to commence after construction of the first Ocean Walker
sometime in 2003.

Capital Resources and Source of Liquidity.

For the nine months ended March 31, 2003, Pinnacle received cash from
the sale of marketable securities (Anooraq stock) of $447,948 and
purchased equipment(the Titan refinery)of $299,454.   Additionally,
Pinnacle received proceeds from the sale of joint venture partner of
$25,000, the first installment from the sale of the interest in the
Gasification Joint Venture and made advances to joint venture partners
of $300,000.   As a result, Pinnacle had net cash used in investing
activities of $126,506 for the nine months ended March 31, 2003.

For the nine months ended March 31, 2003, Pinnacle purchased equipment
of $1,201 and received proceeds from the sale of joint venture partner
of $55,000 resulting in net cash used in investing activities of
$56,201.

For the nine months ended March 31, 2002, Pinnacle received advances
from an officer/shareholder of $50,000, proceeds from loans of $20,000
and repaid $20,000 of loans resulting in net cash provided by financing
activities of $50,000.



<PAGE>10

For the nine months ended March 31, 2002, Pinnacle received advances
from an officer/shareholder of $250,000, proceeds from loans of
$46,520, proceeds from the sale of a debenture of $156,000 and made
principle payments on capital lease of $1,236 resulting in net cash
provided by financing activities of $451,284.

Results of Operations.   Pinnacle expects to earn consulting fees,
commissions, brokerage points and equity participation for having acted
as an arranger and go-between from having effectuated a financing
package on behalf of a client and a funding source.  To date, Pinnacle
has not yet commenced operations or received any revenues.

Pinnacle had a net income for the nine months ended March 31, 2003 of
$896,886.   For the nine months ended March 31, 2003, Pinnacle had gain
on the sale of common stock of subsidiary of $1,349,098.   Pinnacle
incurred prospecting costs of $23,617, general and administrative
expenses of $396,834, stock based compensation costs of $3,600 and
consulting expenses paid to related parties of $42,638.

Pinnacle had a net loss for the nine months ended March 31, 2002 of
$(546,334).   Pinnacle incurred prospecting costs of $42,869, general
and administrative expenses of $271,373, and losses of subsidiary of
$172,281.

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>12

               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 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
we have:

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

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

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

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of 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



<PAGE>13

(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 20, 2003

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




<PAGE>14

               CERTIFICATIONS

I, Robert A. Hildebrand, 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 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
we have:

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

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

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

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of 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



<PAGE>15

(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 20, 2003

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