United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                  FORM 10 - QSB

        (MARK ONE)

 [X]  Quarterly Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

                  For the Quarterly Period Ended November 30, 2002 or
                                                 -----------------

 [ ]     Transition Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

         For the Transition Period From                      to
                                              --------------    ---------------

                         COMMISSION FILE NUMBER 0-18091

                               RSI HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

       NORTH CAROLINA                                 56-1200363
----------------------------------           -------------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                      28 East Court Street, P. O. Box 6847
                        Greenville, South Carolina 29606
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (864) 271-7171
 ------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
 ------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

         Yes [X]    No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock,  $.01 Par Value - 7,821,455  shares  outstanding  as of January 7,
2003

Transitional Small Business Disclosure Format (check one):Yes [ ] No [X]



<PAGE>


                                      INDEX


                               RSI HOLDINGS, INC.

<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION                                                                     PAGE

<S>                                                                                                 <C>
Item 1.  Financial Statements (Unaudited)

     Condensed consolidated balance sheet - November 30, 2002                                        1

     Condensed consolidated statements of operations - Three
     months ended November 30, 2002 and 2001                                                         2

     Condensed consolidated statements of cash flows - Three
     months ended November 30, 2002 and 2001                                                         3

     Notes to condensed consolidated financial statements -
     November 30, 2002                                                                               4

Item 2.  Management's discussion and analysis of financial
         condition and results of operations                                                         6


PART II. OTHER INFORMATION                                                                           8

Item 1.  Legal Proceedings                                                                           8

Item 2.  Changes in Securities                                                                       8

Item 3.  Defaults upon senior securities                                                             8

Item 4.  Submission of Matters to a Vote of Security Holders                                         8

Item 5.  Other Information                                                                           8

Item 6.  Exhibits and Reports on Form 8-K                                                            8

SIGNATURES                                                                                           9


CERTIFICATIONS                                                                                   10-11
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                   RSI HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
                                  NOVEMBER 30, 2002

<S>                                                                                <C>
  Assets
Current Assets
      Cash                                                                         $   234,368
      Accounts receivable                                                               78,734
      Prepaid expenses and other                                                        22,143
                                                                                   -----------
      Total current assets                                                             335,245

Property and equipment
      Cost                                                                             129,968
      Less accumulated depreciation                                                     30,077
                                                                                   -----------
      Property and equipment - net                                                      99,891

Other assets:
      Customer related intangible assets, net of
           amortization of $96,438                                                   1,832,332
                                                                                   -----------
                                                                                   $ 2,267,468
                                                                                   ===========

  Liabilities and Shareholders' Deficit

Current liabilities
      Accounts payable                                                             $    74,410
      Accrued expenses                                                                  97,309
      Curent maturities of long-term debt                                              152,175
                                                                                   -----------
           Total current liabilities                                                   323,894

Long-term debt                                                                       2,082,594

Commitments and contingencies

Shareholders' deficit:
      Common Stock, $.01 par value-authorized
           25,000,000 shares, issued and outstanding
           7,821,455 shares                                                             78,214
      Additional paid-in capital                                                     4,945,491
      Deficit                                                                       (5,162,725)
                                                                                   -----------
           Total shareholders' deficit                                                (139,020)
                                                                                   -----------
                                                                                   $ 2,267,468
                                                                                   ===========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       1
<PAGE>
<TABLE>
<CAPTION>
                                               RSI HOLDINGS, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                            FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001



                                                                                                      For the           For the
                                                                                                   Three months       Three months
                                                                                                       Ended             Ended
                                                                                                    November 30       November 30
                                                                                                       2002               2001

<S>                                                                                                <C>              <C>
Revenues from services                                                                             $ 1,422,578      $         -
Cost of services                                                                                     1,142,061                -
                                                                                                   -----------      -----------
Gross profit                                                                                           280,517                -

Expenses:
      Selling, general and administrative                                                              197,687           57,004
                                                                                                   -----------      -----------

           Income (loss) from operations                                                                82,830          (57,004)

Other income (expenses):
      Interest income and other                                                                            505            1,700
      Interest expense                                                                                 (37,933)         (14,027)
                                                                                                   -----------      -----------

           Total other income (expense)                                                                (37,428)         (12,327)
                                                                                                   -----------      -----------

Income (loss) before income taxes                                                                     $ 45,402        $ (69,331)
Income tax expense                                                                                           -                -
                                                                                                   -----------      -----------

Net income (loss)                                                                                     $ 45,402        $ (69,331)
                                                                                                   ===========      ===========

Basic earnings (loss) per share                                                                         $ 0.01          $ (0.01)
                                                                                                   ===========      ===========

Shares used in computing basic earnings (loss) per share                                             7,821,455        5,599,384
                                                                                                   ===========      ===========

Diluted earnings (loss) per share                                                                       $ 0.01          $ (0.01)
                                                                                                   -----------      -----------
Shares used in computing diluted earnings (loss) per share                                           8,184,499        5,599,384
                                                                                                   ===========      ===========








The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                             RSI HOLDINGS, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                            FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001



                                                                                                       For the          For the
                                                                                                    Three months      Three months
                                                                                                       Ended             Ended
                                                                                                     November 30       November 30
                                                                                                        2002              2001
                                                                                                     -----------       -----------

<S>                                                                                                   <C>             <C>
OPERATING ACTIVITIES
      Net income (loss)                                                                               $ 45,402        $ (69,331)
      Adjustments to reconcile net income (loss) to net
           cash provided (used by) operating activities:
           Depreciation                                                                                  5,255              611
           Amortization                                                                                 32,146                -
           Changes in current assets and liabilities                                                    25,637            5,502
                                                                                                      --------        ---------

           Net cash provided by (used by) operating activities                                         108,440          (63,218)

INVESTING ACTIVITIES
      Purchase of property and equipment                                                               (33,771)               -
                                                                                                      --------        ---------

           Net cash used by investing activities                                                       (33,771)               -

FINANCING ACTIVITIES
      Proceeds from long-term notes payable                                                             30,393                -
      Payment of long-term debt and other                                                              (35,961)               -
                                                                                                      --------        ---------

           Net cash used by financing activities                                                        (5,568)               -
                                                                                                      --------        ---------

           Net  increase (decrease) in cash                                                             69,101          (63,218)

CASH, BEGINNING OF PERIOD                                                                              165,267          314,592
                                                                                                      --------        ---------

CASH, END OF PERIOD                                                                                   $234,368        $ 251,374
                                                                                                      ========        =========













The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       3
<PAGE>

RSI Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

NATURE OF BUSINESS

         On March 4, 2002,  the  Company  through a  newly-formed,  wholly-owned
subsidiary,   Employment   Solutions,   Inc.,  a  South   Carolina   corporation
("Employment Solutions"), acquired substantially all of the assets of Employment
Solutions,   LLC,  a  South  Carolina  limited  liability  company.   Employment
Solutions,  the  Company's  only  business,  is in the  business of locating and
providing labor to industrial companies.

BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
at November 30, 2002 have been prepared in accordance with accounting principles
generally  accepted  in the  United  States of  America  for  interim  financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  all adjustments  including  normal  recurring  accruals  considered
necessary for a fair presentation have been included.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended August 31, 2002.

DEVELOPMENT STAGE

         During the three months ended  November 30, 2001,  the Company  devoted
substantially  all its efforts to locating and establishing a new business,  but
had no  operating  business or  revenues.  As a result,  during the three months
ended November 30, 2001 the Company reported under those  accounting  principles
that apply to development stage  enterprises.  Accounting  principles  generally
accepted in the United  States of America  that apply to  established  operating
enterprises  govern the recognition of revenue by a development stage enterprise
and determine whether a cost incurred by a development stage enterprise is to be
charged to expense when incurred or is to be capitalized or deferred.

         Effective  with the purchase of  Employment  Solutions on March 4, 2002
the Company began operations which generated  revenues.  As a result the Company
ceased to  report  under  those  standards  that  apply to a  development  stage
enterprise.










                                       4
<PAGE>

NET INCOME (LOSS) PER COMMON SHARE

         Basic net income  (loss) per common  share is  computed on the basis of
the weighted  average  number of common shares  outstanding  in accordance  with
Statement of Financial  Accounting Standards (SFAS) No. 128, Earnings per Share.
The treasury  stock method is used to compute the effect of stock options on the
weighted  average number of common shares  outstanding  for the diluted  method.
Under the treasury stock method,  the number of shares used in computing diluted
earnings  per share for the three months  ended  November 30, 2002  included the
incremental  shares in which the average  market  price  during the three months
ended  November 30, 2002  exceeded the exercise  price of the option.  Since the
Company  incurred a loss during the three  months ended  November 30, 2001,  the
effect of the stock options on the treasury stock method was anti-dilutive.


NOTE 2 - LONG-TERM DEBT

Long-term debt consists of the following:

Unsecured  note  payable  to the  mother of the  President
    and Chief  Executive  Officer of the Company  with
    interest  payable  quarterly  at 8.0 percent per year.
    The unpaid  principal balance is due on August 14, 2006.        $    250,000

Unsecured note payable to the mother of the President
     and Chief Executive Officer of the Company with interest
     payable  annually at 7.0 percent  per year.  The unpaid
     principal balance is due on February 14, 2007.                    1,200,000

Unsecured notes payable to the President and Chief Executive
     Officer of the Company and his two adult siblings in the
     amount of $20,000 each with interest payable annually at
     7.0 percent per year.  The unpaid  principal balance is
     due on February 25, 2007.                                            60,000

Note payable to Eadon Solutions, LLC (formerly Employment
     Solutions, LLC) in monthly installments of $15,466
     including interest at 6.0% per year through March 4,
     2007 secured by the outstanding common stock of Employment
     Solutions, Inc.                                                     694,716

Note payable to First Citizens Bank in monthly installments
     of $520 including interest at an annual rate of approximately
     7.0% through October 24, 2008                                        30,053
                                                                     -----------
                                                                       2,234,769
Less current portion                                                     152,175
                                                                     -----------

                                                                     $ 2,082,594
                                                                     ===========

NOTE 3 - INCOME TAXES

         There is no current or deferred income tax expense for the three months
ended  November  30, 2002 and 2001.  Net  deferred  tax  benefits  have not been
recorded  and a valuation  allowance  has been  recorded  relating to  temporary
differences  since the  Company is not  assured  that the  resulting  additional
deferred  income tax assets will be realized.  The valuation  allowance  relates
primarily to future income tax benefits of net operating loss carryforward.

         During  the  three  months  ended  November  30,  2002,  the  valuation
allowance was reduced by approximately $17,000.

                                       5
<PAGE>

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

General

         Special Cautionary Notice Regarding Forward-Looking Statements.

         This Report on Form 10-QSB contains various forward-looking statements.
Forward-looking  statements  are indicated by such terms as "expects",  "plans",
"anticipates",  and words to similar effect. Such forward-looking statements are
subject to known and unknown  risks,  uncertainties  and other  factors that may
cause the actual  results,  performance  or  achievements  of the  Company to be
materially different from future results,  performance or achievements expressed
or implied by such  forward-looking  statements.  Important factors ("Cautionary
Statements") that could cause the actual results, performance or achievements of
the Company to differ  materially from the Company's  expectations are disclosed
in this Report on Form 10-QSB.  All written or oral  forward-looking  statements
attributable  to the Company are  expressly  qualified in their  entirety by the
Cautionary Statements.

Acquisition of business

         On March 4,  2002,  the  Company,  through  Employment  Solutions,  its
newly-formed,  wholly-owned subsidiary, acquired substantially all of the assets
of  Employment  Solutions,  LLC, a South  Carolina  limited  liability  company.
Employment  Solutions  is in the  business of locating  and  providing  labor to
industrial companies. Prior to the asset purchase, the Company had not conducted
any business since January 31, 2000 other than seeking acquisition opportunities
and liquidating the assets of its prior business.

Changes in basis of accounting

         As  described  in  Note  1  to  its  Condensed  Consolidated  Financial
Statements,  the  Company's  financial  statements  for the three  months  ended
November  30, 2001 were  prepared in  accordance  with  disclosure  requirements
applicable  to a  development  stage entity  because the Company had no revenues
during the three months ended November 30, 2001.

         Effective  with the purchase of Employment  Solutions on March 4, 2002,
the Company began operations which generated revenues.  As a result, the Company
ceased  to  report  under  the  standards  that  apply  to a  development  stage
enterprise.

Results of operations

         During the three months ended November 30, 2002 the Company's  revenues
were  $1,422,578  all of which were  generated by its  wholly-owned  subsidiary,
Employment  Solutions.  Employment Solutions operates from an office facility in
Greenwood,  SC.  The  Company  had no  revenues  during the three  months  ended
November 30, 2001.

         Employment Solutions incurred cost of services of $1,142,061 during the
three months ended November 30, 2002. These costs include wages paid directly to
the employees,  payroll taxes,  workers  compensation  insurance and other costs
directly associated with employment of the workers.

         General and  administrative  expenses  were  $197,687  during the three
months ended  November  30, 2002 as compared to $57,004  during the three months
ended  November 30, 2001.  These  expenses,  exclusive of  Employment  Solutions
operations,  include salaries and related costs of $74,528;  legal,  accounting,
and  shareholder  related  expenses  of  $11,600;   rent  of  $8,850  and  other
administrative  expenses of $15,796.  The expenses during the three months ended

                                       6
<PAGE>

November 30, 2002 also include selling and  administrative  expenses incurred by
Employment  Solutions  during  that period of $54,767  and the  amortization  of
customer related intangible assets of $32,146.

         Interest  expense  incurred  during the three months ended November 30,
2002 was $37,933 as compared to $14,027  during the three months ended  November
30, 2001.  The increase in interest  expense  results  primarily  from  interest
incurred on borrowings relating to the acquisition of Employment Solutions.

Income taxes

         The consolidated financial statements have been prepared on the accrual
basis.  When  income and  expenses  are  recognized  in  different  periods  for
financial  reporting  purposes  than for  purposes  of  computing  income  taxes
currently  payable,  deferred  tax assets or  liabilities  are  provided on such
temporary differences.  The Company accounts for income taxes in accordance with
SFAS No. 109,  Accounting  for Income  Taxes.  Under SFAS No. 109,  deferred tax
assets and liabilities  are recognized for the expected future tax  consequences
of events that have been recognized in the consolidated  financial statements or
tax return.  Deferred tax assets and  liabilities are measured using the enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary differences are expected to be realized or settled.

         During the three  months  ended  November  30,  2002,  net deferred tax
benefits of $17,000  relating to temporary  differences  were used to offset the
income tax expense on net  income.  As a result,  the  valuation  allowance  was
reduced by $17,000.

Liquidity and Capital Resources

         At November 30, 2002, the  Company's  total  liabilities  exceeded  its
assets by $139,020 as compared  to  $184,421  at  August 31,  2002.  This change
resulted from the  net  income  of  the  Company  during the three months  ended
November 30, 2002.

         The Company  anticipates  that its cash balances and cash  generated by
the operations of Employment Solutions will  be  sufficient  to  fund  its  cash
requirements during the next twelve months.

Item 4.  Controls and procedures.

         Under the  supervision  and with the  participation  of our management,
including  the Chief  Executive  Officer and Chief  Financial  Officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based on their  evaluation,  our Chief Executive Officer and Chief
Financial  Officer  have  concluded  that  these  controls  and  procedures  are
effective.  There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

         Disclosure   controls  and   procedures  are  our  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file or submit under the Exchange Act is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate to allow timely decisions regarding required disclosure.

                                       7
<PAGE>

PART II.  Other information

ITEM 1.   LEGAL PROCEEDINGS*

ITEM 2.   CHANGES IN SECURITIES*

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES*

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*

ITEM 5.   OTHER INFORMATION*

*Items  1, 2, 3, 4 and 5 are not  presented  as they are not  applicable  or the
information  required  thereunder  is  substantially  the  same  as  information
previously reported.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Listing of Exhibits

                None

           (b) Reports on Form 8-K

                There  were no  reports  on Form 8-K  filed  during  the  fiscal
                quarter ended November 30, 2002.

                   .








                                       8
<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




                                                   RSI HOLDINGS, INC.
                                               ---------------------------------



 January 14, 2003                              /s/ Joe F. Ogburn
-----------------------                        ------------------------------
     (Date)                                    Joe  F. Ogburn,
                                               Treasurer and Chief
                                               Financial Officer
                                               (Principal Accounting Officer)










                                       9
<PAGE>



                                  CERTIFICATION


I, Buck A. Mickel,  the President and Chief  Executive  Officer of RSI Holdings,
Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RSI Holdings, Inc.;

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

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

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

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  registrant  including  its
          consolidated subsidiaries,  is made known to us by others within those
          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:

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  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: January 14, 2003                          /s/ Buck A. Mickel
                                                -------------------
                                                Buck A. Mickel, President and
                                                Chief Executive Officer


                                       10
<PAGE>



                                  CERTIFICATION

I, Joe F. Ogburn, the Vice President,  Treasurer and Principal Financial Officer
of RSI Holdings, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RSI Holdings, Inc.;

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

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

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

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  registrant  including  its
          consolidated subsidiaries,  is made known to us by others within those
          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:

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  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: January 14, 2003                /s/ Joe F. Ogburn
                                      ------------------
                                      Joe F. Ogburn, Vice President,
                                      Treasurer, and Principal Financial Officer



                                       11