UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

                  For the quarterly period ended March 31, 2003

                         Commission file number: 0-13118

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
        (Exact name of small business issuer as specified in its charter)

          Florida                                                65-0805935
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          1548 The Green's Way, Suite 1
                          Jacksonville Beach, FL 32250
                    (Address of principal executive offices)

                   (904) 280-7795 (Issuer's telephone number)


       The number of issued and outstanding shares of the issuer's common
          stock, $0.001 par value, as of March 31, 2003 was 42,753,571


<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

        Consolidated Balance Sheet - (Unaudited)

        Consolidated Statements of Operations - (Unaudited)

        Consolidated Statements of Cash Flows - (Unaudited)

        Notes to Consolidated Financial Statements

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

Item 3. Controls and Procedures

                           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

Item 6. Exhibits and Reports on Form 8-K

Certifications

Signatures


<PAGE>
                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                     Assets


                                                                         2003
                                                                      ----------

Current assets
Cash                                                                  $    2,572
   Accounts receivable, net                                               62,621
   Inventory                                                             175,480
   Prepaid expenses                                                            -
                                                                      ----------
Total current assets                                                     240,673

Property, plant and equipment, net                                     4,469,779
                                                                      ----------

Other assets
   Intangible asset, net                                                 516,742
Other receivables                                                          5,000
Other assets                                                             138,679
                                                                      ----------
Total other assets                                                       660,421
                                                                      ----------

                                                                      $5,370,873
                                                                      ==========




   The accompanying notes are an integral part of these financial statements.


<PAGE>
                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)


                      Liabilities and Stockholders' Deficit


<TABLE>
                                                                                                                            2003
                                                                                                                       -------------


<S>                                                                                                                    <C>
Current liabilities
Accounts payable                                                                                                       $  1,822,586
Accrued expenses                                                                                                          1,024,265
Accrued interest                                                                                                            183,760
Factoring liability                                                                                                          50,000
Advances from factor                                                                                                         99,672
Line of credit - related party                                                                                               72,000
Line of credit - other                                                                                                       50,000
Note payable - related party                                                                                                  7,000
Notes payable - other                                                                                                       518,782
   Capitalized lease obligations                                                                                            159,088
                                                                                                                       ------------
Total current liabilities                                                                                                 3,987,153

Convertible note payable                                                                                                    947,000
Financing obligation                                                                                                      1,368,000
                                                                                                                       ------------
                                                                                                                          2,315,000
                                                                                                                       ------------
Total liabilities                                                                                                         6,302,153

Stockholders' deficit
   Convertible preferred stock, $0.01 par value, 20 million shares
     authorized, 563,100 shares issued and outstanding,
     redeemable at company's option
     (Liquidation rights $5,631,000 and Redemption rights $6,496,000)                                                         5,631
   Common stock, $0.001 par value, 80 million shares authorized,
     42,753,571 shares issued and  outstanding                                                                               42,755
   Additional paid in capital                                                                                             9,164,701
   Accumulated deficit                                                                                                  (10,144,367)
                                                                                                                       ------------
Total stockholders' deficit                                                                                                (931,280)
                                                                                                                       ------------

                                                                                                                       $  5,370,873
                                                                                                                       ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>


                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)



                                                    Three months ended March 31,
                                                       2003            2002
                                                                    (Restated)
                                                     ---------      ----------


Sales, net of discounts and returns                  $ 531,245      $ 230,836
Cost of goods sold                                     409,462        231,296
                                                     ---------      ---------

Gross profit                                           121,783           (460)
                                                     ---------      ---------

Expenses
   General and administrative                           78,790        193,105
   Sales expenses                                       36,843         27,389
   Marketing expenses                                    4,374          5,877
   Consulting and professional fees                     44,548        147,455
   Rent                                                 10,301          5,564
   Depreciation and amortization                        92,248        140,302
                                                     ---------      ---------
                                                       267,104        519,692
                                                     ---------      ---------
Loss from operations                                  (145,321)      (520,152)

Other income/(expenses)
Interest expense                                      (127,640)      (106,735)
Gain from extinguishment of debt                             -        396,952
Litigation settlements                                 220,445         33,459
                                                     ---------      ---------
                                                        92,805        323,676
                                                     ---------      ---------

Loss from continuing operations                      $ (52,516)     $(196,476)
                                                     =========      =========

Loss per common share - basic and diluted            $   (0.00)     $   (0.01)
                                                     =========      =========



   The accompanying notes are an integral part of these financial statements.


<PAGE>

                    UNIVERSAL BEVERAGES HOLDINGS CORPORATION
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
                                                                                                        Three monthe ended March 31,
                                                                                                         2003               2002
                                                                                                                         (Restated)
                                                                                                       ---------          ----------
<S>                                                                                                    <C>                <C>
Cash flows from operating activities:
  Net loss                                                                                             $ (52,516)         $(196,476)
                                                                                                       ---------          ---------

  Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                                        92,248            140,302
     Compensation in exchange for stock, options and warrants                                                  -            248,227
     Litigation settlements                                                                             (220,445)                 -
     Gain on debt restructure                                                                                  -           (396,952)
     Deferred interest on leases charged to expense                                                            -              2,348
     Deferred loan and financing fees charged to expense                                                  12,501             39,999
     Change in assets and liabilities:
       (Increase) Decrease in accounts receivable                                                        (13,233)            52,701
       Decrease in inventory                                                                               6,168             10,003
       Decrease in prepaid expenses                                                                       10,043              9,397
       Decrease in other assets                                                                                -                400
       (Decrease) increase in accounts payable and accrued expenses                                     (150,751)            14,273
                                                                                                       ---------          ---------
Net cash used in operating activities                                                                   (315,985)           (75,778)
                                                                                                       ---------          ---------

Cash flows from investing activities:
  Cash payments for the purchase of property                                                                   -             (2,675)
                                                                                                       ---------          ---------
Net cash provided by (used in) investing activities                                                            -             (2,675)
                                                                                                       ---------          ---------

Cash flows from financing activities:
  Proceeds from loans and lines of credit                                                                282,000             82,000
  Bank overdraft                                                                                               -              3,758
  Proceeds from factor (net)                                                                              11,000                  -
  Proceeds from factor advances (net)                                                                     24,788                  -
  Principal payments on notes payable                                                                          -            (15,000)
                                                                                                       ---------          ---------
Net cash provided by financing activities                                                                317,788             70,758
                                                                                                       ---------          ---------

Net decrease in cash                                                                                       1,803             (7,695)

Cash, beginning of period                                                                                    769             12,069
                                                                                                       ---------          ---------

Cash, end of period                                                                                    $   2,572          $   4,374
                                                                                                       =========          =========


Supplemental cash flow information:
  Interest paid                                                                                        $ 155,069          $   1,543
                                                                                                       =========          =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>

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


The following discussion of our financial condition and results of operations is
based  upon  the  financial  statements  contained  in this  Form  10-QSB.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  At the  end of the  section  there  is a  description  of  those
forward-looking statements and the risks and uncertainties.

Results of Operations

Net sales for the three months ended March 31, 2003 were  $531,245,  in contrast
to $230,836  for the same period in 2002,  a 130 %  increase.  We have  restored
sales of our Syfo brand  products to levels  existing  during the same period in
2000.  We had no  non-branded  sales  for the  quarter  ended  March  31,  2003.
Non-branded  sales are necessary to defray the significant costs of our Leesburg
manufacturing  facility. We are in the preliminary stages with several customers
to manufacture  bottled water products under their labels or brands.  We have no
assurance these efforts will lead to new business.

We added a new customer in the quarter  ended March 31,  2003,  Smart & Final of
Florida,  a club store serving  Southern  Florida.  Smart & Final may provide an
outlet for  reestablishing  and  expanding  the  presence of our  non-carbonated
branded products.

Gross  profit  improved  significantly  to $121,783  for the current  quarter as
compared to a negative  $460 for the same quarter in 2002.  The gross profit for
the current quarter is 22.9% of sales,  compared to a negative 0.2% for the same
quarter in 2002.  Our raw  material  component  in cost of goods sold  improved,
decreasing to 55.5% of sales in the current  quarter  compared to 59.8% of sales
in the  quarter  ended  March 31,  2002.  Cost of goods  sold  including  direct
manufacturing  costs,  declined to 77.1% of sales for the current  quarter  from
100.2% of sales in the quarter ended March 31, 2002.  Improvements  in operating
results  demonstrate  the efforts and abilities of current  management and their
dedication to rebuilding the company.

General and administrative  expense,  including shareholders services and taxes,
decreased to $78,790 for the current quarter from $193,105 for the quarter ended
March 31, of 2002.  The decrease in general and  administrative  expense for the
current quarter is primarily attributable to the expense charge for stock issued
and included in the quarter ended March 31, 2002.

Sales  expense  increased  4.5 % to $36,843 for the current  period  compared to
$27,389  for the quarter  ended March 31,  2002,  reflecting  increased  freight
expense associated with increased shipments of our products.

Marketing  expense for the quarter just ended decreased to $4,374 from $5,877 or
25.6%, as a result of a lower level of marketing activity during the period.

<PAGE>


Consulting  and  professional  fees  decreased  69.8% to $44,548 for the quarter
ending  March 31, 2003 from  $147,455 for the same period a year ago. The higher
consulting  and  professional  fees in 2002 were primarily  attributable  to the
expense charge for stock issued during the quarter ended March 31, 2002.

Rent expense for the current  quarter  increased to $10,301 or 85.1% as compared
to $5,564 for the quarter ended March 31, 2002,  reflecting the cost  associated
with the Jacksonville headquarters.

Interest expense increased to $127,640 or 19.6% for the current quarter compared
to interest expense of $106,735 for the quarter ended March 31, 2002. Primarily,
the increased interest costs are associated with the sale-leaseback  transaction
for the Leesburg  manufacturing plant, accounted for under the financing method.
The interest expense recorded for the sale-leaseback was $80,001, which includes
lease payments and  amortization of the deferred  financing fees. The company is
in default  under the lease for failure to pay rent as required  under the terms
of the lease. The balance of the interest expense is attributable to other notes
and obligations of the company.

Depreciation  and  amortization  expense  declined  to $92,248  for the  current
quarter, or 34.3% less than the $140,302 recorded in the quarter ended March 31,
2002.  Reduction in depreciation expense resulted from a change in an accounting
estimate, using comparable industry standards and anticipated asset lives.

Litigation settlements income of $220,445 was associated with the settlements of
various  judgments  and  other  liabilities  in  the  current  quarter.  Similar
settlements  resulted in income of $33,459 in the quarter  ended March 31, 2002.
The Company is engaged in ongoing  efforts to settle  judgments and  liabilities
for less than  their  recorded  amounts.  Our future  ability  to reach  further
settlements of these  liabilities will be hampered by the lack of cash to tender
payments.

Net loss declined to $52,516 for the quarter ended March 31, 2003 as compared to
the net loss of $196,476 for the same period in 2002.  The loss  experienced  in
this  current  period  improved by 73.3%,  compared to the net loss for the same
period last year.

Liquidity and Capital Resources

On March 31, 2003  current  liabilities  exceed  current  assets by  $3,746,480.
Current  liabilities,  including  the current  portion of long-term  debt,  were
$3,987,153.  Of this amount,  approximately  $1,823,000  was payable to vendors,
including  approximately  $376,000  payable  to  vendors  with  whom we  conduct
business on a current basis. Our long-term liabilities were $2,315,000.

Net cash used in operating activities was $315,985 compared to $75,778 cash used
in the same period last year, an increased requirement of $240,207.  The primary
factor in cash used was the decrease in accounts payable and accrued expenses of
$150,751  for the  current  year  compared  to an  increase  of $14,273  for the
corresponding  period last year. This change reflects  settlements  with vendors
and continued restructuring activities.


<PAGE>

Cash flow from financing  activities  included loan proceeds used to settle past
due  debts  and  refinance   obligations   associated  with  the  sale-leaseback
obligation.

Our goal is to reduce our current  liabilities,  increase our current assets and
achieve a positive working capital.  We still have a substantial  amount of past
due vendor payables, defaults to lenders, vendors, suppliers,  judgment holders,
and other debts.

We are currently seeking short-term  financing and accommodations to restructure
or extend our  indebtedness.  Without  such  financing  our  ability to continue
operations is in doubt.

Critical Accounting Policies:

The  preparation  of  consolidated  financial  statements,  in  conformity  with
generally accepted accounting principles,  requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment and Depreciation

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method based on the estimated  useful lives of the assets,  which
range from 7 - 25 years. Major expenditures for property acquisitions, and those
expenditures  that  substantially  increase  the  estimated  useful lives of the
property,  are capitalized.  Expenditures for  maintenance,  repairs,  and minor
replacements are charged to expense as incurred.

The  company  continually  evaluates  the  carrying  value  of fixed  assets  to
determine  whether there are any impairment  losses. If indicators of impairment
are present in fixed  assets used in  operations,  and future cash flows are not
expected to be sufficient to recover the asset's carrying amount,  an impairment
loss would be charged to expense in the period identified.

Intangible Assets

We  acquired  the rights to the Syfo brand in July  1998.  In 1998 and 1999,  we
spent approximately $738,000 for the acquisition,  maintenance,  rehabilitation,
redesign and development of the Syfo brand. Amortization of trademarks and brand
names, and other intangibles is determined  utilizing the  straight-line  method
based generally on the estimated useful lives of approximately 15 years.

The company  continually  evaluates the carrying  value of intangible  assets to
determine  whether there are any impairment  losses. If indicators of impairment
are present in intangible  assets used in operations,  and future cash flows are
not  expected  to be  sufficient  to recover  the asset's  carrying  amount,  an
impairment loss would be charged to expense in the period identified.

<PAGE>

Forward-Looking Statements

The  above  management's   discussion  and  analysis  contains   forward-looking
statements as defined by the Private  Securities  Litigation  Reform Act of 1995
relating to adjustments in costs of goods sold expected to occur and our ability
to  solve  our  working  capital  needs  and  liquidity.  In  addition  to these
statements, trend analyses and other information including words such as "seek,"
"anticipate,"  "believe,"  "plan,"  "estimate,"  "expect,"  "intend"  and  other
similar  expressions  are  forward  looking  statements.  Some  or all of  these
forward-looking  statements may not occur. These forward-looking  statements are
subject  to risks and  uncertainties  that may cause  actual  results  to differ
materially from the  forward-looking  statements.  These risks and uncertainties
include the following:  our ability to harmonize our old accounting  system with
our new  accounting  system,  our  ability  to reach an  accommodation  with our
creditors  and preferred  shareholders  and ability to  efficiently  install and
operate our bottle making facility. These statements are based on our beliefs as
well as  assumptions  we made using  information  currently  available to us. We
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements, whether as a result of new information, future events, or otherwise.

Item 3. Controls and Procedures.

(a)     Evaluation of disclosure controls and procedures.  As  required  by Rule
        ------------------------------------------------
13a-15 under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  within
the 90 days prior to the filing date of this report,  the Company carried out an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  This evaluation was carried out under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chairman  (who serves as the  principal  executive  officer) and
Controller (who serves as the principal financial and accounting officer). Based
upon that evaluation,  the Company's Chairman and Controller have concluded that
the Company's  disclosure controls and procedures are effective in alerting them
to  material  information   regarding  the  Company's  financial  statement  and
disclosure  obligation  in order  to allow  the  Company  to meet its  reporting
requirements under the Exchange Act in a timely manner.

(b)     Changes in internal control.  There have  been no  changes  in  internal
        ---------------------------
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their  evaluation,  including any  corrective  actions
with regard to significant deficiencies and material weaknesses.


<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to a number of lawsuits  arising out of commercial  transactions.
Although none of the suits would normally involve a material amount of potential
liability,  our current  liquidity needs result in a different  conclusion.  Any
adverse  determination  in any of  the  pending  lawsuits  would  likely  have a
material adverse effect on our financial condition.


ITEM 2. CHANGES IN SECURITIES

Effective April 5, 2002, the Articles of  Incorporation  were amended by written
consent of a majority of the  Company's  common  shareholders  to  increase  the
number of authorized common shares to 80,000,000 shares.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We are required to make quarterly dividend payments to our Series B and Series C
preferred  shareholders.  We are in arrears on those payments and certain of the
Company's preferred shareholders have declared default.

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

None.

ITEM 5. OTHER INFORMATION

Restatement of period ended March 31, 2002:

During the period  ended March 31,  2002,  the Company  issued  common  stock as
employees'  bonuses, as compensation for consulting fees and as interest expense
for  financing  agreements.  These charges  resulted in  $1,241,135  reported as
operating  expenses  instead of $248,227 as corrected  at December 31, 2002.  In
addition,  the Company  issued  stock to  extinguish  certain  outstanding  debt
reported as a gain of $309,598  instead of  $396,952 as  corrected.  The Company
reassessed  these  transactions  and  revalued  the  stock as of the date of the
transactions. Accordingly, the Company recognized a net loss of $196,476 instead
of the previously reported net loss of $1,276,738 for the period ended March 31,
2002.

<PAGE>

This restatement is summarized as follows:

<TABLE>
                                                        As Originally
                                                          Reported                 As Restated
                                                       March 31, 2002            March 31, 2002
                                                       --------------            --------------

<S>                                                    <C>                      <C>
         General and administrative expenses           $      644,105           $       193,105

         Consulting and professional fees              $      681,363           $       147,455

         Interest income (expense)                     $     (114,735)          $      (106,735)

         Gain from extinguishment of debt              $      309,598           $       396,952

         Net loss                                      $   (1,276,738)          $      (196,476)

         Accumulated deficit                           $   (8,813,136)          $    (9,009,612)

         Loss per common share                         $        (0.08)          $         (0.01)
</TABLE>


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

A.          Exhibits

27.1     Financial Data Schedule

99.1. Certification of Periodic Reports by Chairman

99.2. Certification of Periodic Reports by Controller


B. Reports on Form 8-K

None.


<PAGE>



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.


                                                    UNIVERSAL BEVERAGES HOLDINGS
                                                    CORPORATION


                                                    By /s/  Jonathon Moore
Date: May 20, 2003                                  ----------------------------
                                                    Jonathon Moore
                                                    President and Chairman



                                                     By /s/ G. William Gearheart
Date: May 20, 2003                                   ---------------------------
                                                     G. William Gearheart
                                                     Controller



<PAGE>


CERTIFICATIONS

I, Jonathon Moore, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Universal  Beverages
Holdings Corporation.

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  officer  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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent 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.


                                                     By /s/ Jonathon Moore
Date: May 20, 2003                                   ---------------------------
                                                     Jonathon Moore
                                                     President and Chairman





<PAGE>



I, G. William Gearheart, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Universal  Beverages
Holdings Corporation.

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  officer  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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent 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.


                                                     By /s/ G. William Gearheart
Date: May 20, 2003                                   ---------------------------
                                                     G. William Gearheart
                                                     Controller