U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10 - QSB


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarterly Period Ended May 31, 2003

                         Commission file number 0-10783


                             BSD MEDICAL CORPORATION


           DELAWARE                                   75-1590407
     ----------------------                ------------------------------------
    (State of Incorporation)               (IRS Employer Identification Number)


       2188 West 2200 South
       Salt Lake City, Utah                                   84119
  ---------------------------------------                   ---------
  (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number:  (801) 972-5555


Indicate by check mark whether the registrant (1) has 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 [ ]


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


             Class                               Outstanding as of May 31, 2003
  -----------------------------                  ------------------------------
  Common stock, $.001 Par Value                          17,839,633



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



                                       1
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             BSD MEDICAL CORPORATION
                             Condensed Balance Sheet
                                   (Unaudited)

                              Assets
                              ------                               May 31,
                                                                    2003
                                                             -----------------
Current assets:
    Cash and cash equivalents                                $         177,862
    Receivables, net                                                   400,585
    Related party receivables                                          239,483
    Inventories                                                        927,121
    Prepaid Expenses                                                    17,464
    Deposits                                                            11,468
                                                             -----------------
           Total current assets                                      1,773,983
                                                             -----------------

Property and equipment, net                                            152,215
Patents, net                                                            27,355
                                                             -----------------
                                                             $       1,953,553
                                                             -----------------

               Liabilities and Stockholders' Equity
               ------------------------------------

Current liabilities:
    Accounts payable                                         $         159,587
    Accrued expenses                                                   531,237
    Current portion of deferred revenue                                 48,098
                                                             -----------------

           Total current liabilities                                   738,922
                                                             -----------------
Long term liabilities
     Deferred revenue                                                   49,269
                                                             -----------------

           Total liabilities                                 $         788,191
                                                             -----------------

Stockholders' equity:
    Preferred stock, $.001 par value; 10,000,000
        authorized, no shares issued and
        outstanding                                                          -
    Common stock, $.001 par value; authorized
      40,000,000 issued and outstanding
      17,839,027 shares                                                 17,840
    Additional paid-in capital                                      21,070,874
    Deferred compensation                                              (27,416)
    Accumulated deficit                                            (19,895,702)
    Common stock in treasury 13,412 shares, at cost                       (234)
                                                             -----------------

           Net stockholders' equity                                  1,165,362

                                                             $       1,953,553
                                                             =================


                                       2
<PAGE>

                             BSD MEDICAL CORPORATION
                       Condensed Statements of Operations
                                   (Unaudited)
                   Periods ended May 31, 2003 and May 31, 2002
<TABLE>
<CAPTION>



                                                                      Three Months                       Nine Months
                                                                         Ended:                            Ended:
                                                             -----------------------------      -----------------------------
                                                                May 31,          May 31,           May 31,         May 31,
                                                                  2003             2002              2003            2002
                                                             ------------     ------------      ------------     ------------
<S>                                                          <C>                   <C>          <C>                   <C>
Sales                                                        $     42,554          105,348      $    297,508          399,863
Royalty revenue in arrears                                        275,000                -           275,000                -
Related party revenue                                             369,128          714,522         1,410,319        1,300,341
                                                             ------------     ------------      ------------     ------------

           Total revenues                                         686,682          819,870         1,982,827        1,700,204
                                                             ------------     ------------      ------------     ------------
Costs and expenses:
    Cost of product sales                                           8,234           51,038            70,944          129,916
    Related party cost of product sales                           193,146          346,458           650,107          676,605
    Research and development                                      160,241          158,597           500,706          455,678
    Selling, general, and administrative                          245,495          230,523           743,614          726,549
                                                             ------------     ------------      ------------     ------------

           Total costs and expenses                               607,116          786,616         1,965,371        1,988,748
                                                             ------------     ------------      ------------     ------------

           Operating income (loss)                                 79,566           33,254            17,456         (288,544)

Other income (expense):
    Interest income                                                   479            1,283             2,664            3,630
                                                             ------------     ------------      ------------     ------------

                                                                                                                 ------------
                                                             ------------     ------------      ------------
           Net income (loss)                                 $     80,045           34,537      $     20,120         (284,914)
                                                             ============     ============      ============     ============

Net (loss) income per common and common equivalent
   share, basic and diluted                                  $        .00              .00      $        .00             (.02)
                                                             ------------     ------------      ------------     ------------
Weighted average number of shares outstanding:
                                                             ------------     ------------      ------------     ------------
Basic                                                          17,826,939       17,757,000        17,793,170       17,680,000

Diluted                                                        18,211,939       19,858,000        18,209,160       17,680,000
                                                             ============     ============      ============     ============

</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
                 Nine Months ended May 31, 2003 and May 31, 2002
<TABLE>
<CAPTION>

                                                                May 31,           May 31,
                                                                 2003              2002
                                                              ------------    -------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
    Net income (loss)                                         $     20,120         (284,914)
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
       Provision for allowance for doubtful account                      -           42,403
       Depreciation and amortization                                36,454           36,171
       Deferred compensation                                         6,358            8,637
       Stock compensation expense                                   24,000           24,000
       Deferred gain on sale of asset                              (15,275)         (46,062)
       (Increase) decrease in:
              Restricted certificate of deposit                          -           15,313
           Receivables                                              57,661          201,116
           Inventories                                            (120,391)         (93,514)
           Prepaid expenses and deposits                           (10,595)           3,573
       Increase (decrease) in:
           Accounts payable                                         96,966           51,309
           Accrued expenses                                       (216,300)         202,325
           Deferred revenue                                        (65,271)         (31,142)
                                                              ------------    -------------
              Net cash flows provided by (used in)
               operating activities                               (186,273)         129,215
                                                              ------------    -------------

Cash flows from investing activities:
    Purchase of property and equipment                             (59,765)         (19,296)
    Purchase of patent license                                           -          (18,000)
                                                              ------------    -------------

              Net cash used in investing activities                (59,765)         (37,296)
                                                              ------------    -------------

Cash flows provided by financing activities-
    proceeds from issuance of common stock                           2,000           34,601
                                                              ------------    -------------

(Decrease) Increase in cash and cash equivalents              $   (244,038)         126,520
Cash and cash equivalents, beginning of period                     421,900          408,030
                                                              ------------    -------------
Cash and cash equivalents, end of period                      $    177,862          534,550
                                                              ============    =============
</TABLE>

      o  The Company paid no cash for interest or taxes during the periods ended
         May 31, 2003 and 2002.
      o  The Company  issued  75,000  options for the periods ended May 31, 2003
         and 2002,  which  resulted in an increase to Deferred  Compensation  of
         $7,500 and $10,500 respectively.
      o  During the nine months  ended May 31, 2003 the  Company  issued  25,199
         shares of common stock in exchange for 36,199  warrants to purchase the
         Company's Common Stock
      o  During the nine months  ended May 31, 2003 the  Company  issued  20,000
         shares of the  Company's  Common Stock to one of its  directors for the
         exercise of options at $.10 per share



                                       4
<PAGE>
                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The Condensed Balance Sheet as of May 31, 2003 the Condensed Statements
of Operations for the three and nine months ended May 31, 2003 and May 31, 2002;
and the Condensed Statements of Cash Flow for the nine months ended May 31, 2003
and May 31, 2002,  have been  prepared by the Company  without an audit.  In the
opinion of management,  all adjustments to the books and accounts (which include
only normal  recurring  adjustments)  necessary to present  fairly the financial
position,  results of  operations,  and  changes in  financial  position  of the
Company as of May 31, 2003 have been made.

         Certain  information  and  footnote  disclosures  normally  included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States of America have been  condensed  or omitted.  The
results of  operations  for the three and nine month  periods ended May 31, 2003
are not necessarily indicative of the results to be expected for the full year.


Note 2.    Net Income (Loss) Per Common Share

         Net income (loss) per common share for the quarters ended May 31, 2003,
and May 31, 2002, is based on the weighted average number of shares  outstanding
during the  respective  periods.  Diluted  earnings per share are based upon the
weighted  average  share  per  common  stock   equivalent.   When  common  stock
equivalents are anti dilutive they are not included.

Note 3.    Related Party Transactions

         During the nine  months  ended May 31,  2003 and 2002 the  Company  had
sales to an  unconsolidated  affiliate and an entity controlled by a significant
stockholder of $1,410,319 and $1,300,341 respectively.

         At May 31, 2003,  deposits payable included in accrued expenses include
$199,590 consisting of deposits on orders placed by an unconsolidated  affiliate
and an entity controlled by a significant stockholder.

         At May 31, 2003, accounts receivable  includes  approximately  $239,483
due from an  unconsolidated  affiliate and an entity controlled by a significant
stockholder.

Note 4.  Stock-Based Compensation

         The Company  accounts for stock options  granted to employees under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock  Issued to  Employees,  and related  Interpretations,  and has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards (SFAS)
No.  123,  "Accounting  for  Stock-Based  Compensation."  Accordingly,  only the
intrinsic value has been recognized in the financial  statements as expense. Had
the  Company's  options  been  determined  based on the fair value  method,  the
results  of  operations  would  have  been  reduced  to the pro-  forma  amounts
indicated below:

                                       5
<PAGE>

                                                          Nine Months
                                                         Ended May 31,
                                                ----------------------------
                                                     2003           2002
                                                ----------------------------

Net income (loss) - as reported                 $     20,120    $   (284,914)

Deduct total stock based employee
compensation expense determined under
fair value based method for all
awards, net of related taxes                         (63,113)        (58,290)
                                                ----------------------------

Net loss - pro forma                            $    (42,993)   $   (343,204)
                                                ----------------------------

Basic and Diluted income (loss) per
share - as Reported                             $        .00    $       (.02)
                                                ----------------------------

Basic and Diluted income (loss) per
share - pro-forma                               $        .00    $       (.02)
                                                ----------------------------

         The fair value of each option granted for the nine months ended May 31,
2003 and 2002 is estimated on the date of grant using the  Black-Scholes  option
pricing model with the following assumptions:

                                                ----------------------------
                                                    2003            2002
                                                ----------------------------

Expected dividend yield                         $          -    $          -
Expected stock price volatility                         137%            143%
Risk-free interest rate                                 4.2%            4.3%
Expected life of options                             5 years         5 years

         The  weighted  average  fair value of options  granted  during the nine
months ended May 31, 2003 and 2002 were $.60 and $.73, respectively.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Critical Accounting Policies and Estimates
------------------------------------------

         The following is a discussion of our critical  accounting  policies and
estimates  that  management  believes  are material to an  understanding  of our
results of operations and which involve the exercise of judgment or estimates by
management.

         Revenue Recognition.  Revenue is recognized when a valid purchase order
has been received,  services have been performed or product has been  delivered,
the selling price is fixed or  determinable,  and  collectibility  is reasonably

                                       6
<PAGE>

assured.  Sales include  revenue from systems with software  products,  software
license rights and service contracts.  Software Revenue  Recognition,  generally
requires revenue earned on software  arrangements  involving  multiple  elements
such  as  software  products,  enhancements,   post-contract  customer  support,
installation  and training to be allocated to each element based on the relative
fair values of the  elements.  The  revenue  allocated  to software  products is
generally  recognized  upon delivery of the products.  The revenue  allocated to
post-contract  customer support is generally recognized over the support period.
Revenue for products sold is recorded when products are delivered.  Revenue from
long-term service contracts is recognized on a straight-line basis over the term
of the contract,  which  approximates  recognizing it as it is earned.  Deferred
revenue and customer deposits payable includes amounts from service contracts as
well as revenue from sales of products which have not been shipped.  We estimate
collectibility of receivables  based on numerous  factors,  including the credit
worthiness  of the  customer,  prior  payment  history,  and  review  of  public
information.

         Inventory  Reserves.  As of May 31, 2003, we had recorded a reserve for
potential inventory  impairment of $50,000. We periodically review our inventory
levels and  usage,  paying  particular  attention  to  slower-moving  items.  If
projected  sales  for  fiscal  2003 do not  materialize  or if our  hyperthermia
systems do not  receive  increased  market  acceptance,  we may be  required  to
increase the reserve for inventory in future periods.

         Product Warranty.  We provide product warranties on our BSD 500 and BSD
2000 systems.  These  warranties  vary from contract to contract,  but generally
consist  of parts and labor  warranties  for one year from the date of sale.  To
date, expenses resulting from such warranties have not been material.  We record
a warranty  expense at the time of each sale. This reserve is estimated based on
prior history of service expense associated with similar units sold in the past.

         Allowance for Doubtful Accounts.  We provide our customers with payment
terms that vary from contract to contract. We perform ongoing credit evaluations
of our  customers  and maintain  allowances  for  possible  losses  which,  when
realized, have been within the range of management's expectations. Our allowance
for  doubtful   accounts  at  May  31,  2003  was  approximately   $67,000,   or
approximately 9.5% of the total outstanding receivables. Allowance estimates are
recorded on a customer by customer basis and are determined  based on the age of
the receivable,  compliance with payment terms,  and prior history with existing
clients.  To date, actual results have not differed materially from management's
estimates,  however the non-payment of a receivable related to the sale of a BSD
500 or  BSD  2000  could  have a  material  adverse  impact  on our  results  of
operations.

Liquidity and Capital Resources
-------------------------------

         Since   inception,   we  have  generated  an  accumulated   deficit  of
$19,895,702.  We have  historically  financed our  operations  through cash from
operations,  licensing of technological  assets and issuance of common stock. We
used $186,273 in cash from operating  activities during the period ended May 31,
2003  compared to cash  generated  of $129,215 in the period ended May 31, 2002.
Our investing  activities for the period ended May 31, 2003 resulted in net cash
used of $59,765 relating to the purchase of certain property and equipment.

         Included in Accounts  Receivable  is  approximately  $345,000  which is
significantly past due from one customer.  Based on documents provided by one of
the customer's  funding sources,  we anticipate  collection of the receivable in
the  fourth  quarter.  However,  there  can be no  absolute  assurance  that the
receivable  will be collected.  If the  receivable  is not collected  during the
fourth  quarter  we will be  required  to  record a bad debt  allowance  for the
receivable.  Such bad debt  allowance  would  result  in a bad debt  expense  of
approximately $345,000 and would have an adverse affect on the Company's working
capital, liquidity, and earnings.

                                       7
<PAGE>

         At May 31, 2003, our working capital was $1,035,061, which included the
significantly  past due receivable of $345,000 as noted in the paragraph  above,
and our cash and cash equivalents totaled $177,862.  We have no bank debt and no
credit  facility.   Our  contractual   obligations  and  commercial  commitments
requiring  capital  resources include building rent of $82,000 per year for five
years  adjusted  annually  for  increases  in the  cost of  living  based on the
Consumer Price Index for Urban Consumers.

         Our ability to fund our cash needs and grow our business depends on our
ability  to  generate  cash flow from  operations  and  capital  from  financing
activities. Our operating cash flow has fluctuated significantly in the past and
may continue to do so in the future.  While we believe that our current  working
capital and anticipated  cash flow from future  operations will be sufficient to
fund  our   anticipated   operations  for  fiscal  year  2003,  this  belief  is
substantially  dependent on  successfully  converting  accounts  receivable  and
inventory  to cash and  increasing  revenue.  We  cannot  assure  that cash from
operations will be sufficient to fund our cash needs. We will not likely be able
to raise debt financing from institutional sources in the foreseeable future, or
at least not on terms  satisfactory  to us. Our access to equity capital through
the  public  equity  market  is also  constricted.  We may not be able to  raise
capital through private  placements of equity  securities on terms acceptable to
us. If cash from operations is not sufficient to fund our cash needs and debt or
equity capital is not available or at least not available on terms  satisfactory
to us, our  ability to grow  revenue  and  profits  and  generate  cash would be
constricted and we may not be able to continue operating.

         Cash flow from  operations was primarily due to collections in accounts
receivable  which  provided  $57,661 of cash flow.  The  primary use of cash for
operations  related to an increase in inventory  of  $120,391.  The current cash
position, accounts receivables and funds from operations were sufficient to meet
the Company's current operating cash requirement for the period.

Fluctuations in Operating Results
---------------------------------

         The Company's sales and operating results historically have varied (and
will be likely to continue to vary) on a  quarter-to-quarter  and a year to year
basis due to  cyclical  needs  for  research  equipment  as the sales are as yet
principally  limited to research  centers  involved in clinical  trials with the
BSD-2000,  the relatively large per unit sales prices of the Company's products;
the typical  fluctuations in the mix of orders for different  systems and system
configurations;  and other factors.  For these and other reasons, the results of
operations  for a particular  fiscal period may not be indicative of results for
any other period.

Results of Operations:
----------------------

Nine Months ended May 31, 2003

         Product  sales for the nine  months  ended May 31,  2003  increased  by
$7,623,  or .44% as  compared  to the nine months  ended May 31,  2002.  Royalty
revenue  consisting  of fees paid to the Company for the use of certain  patents
was $275,000 as a result of a settlement  of  litigation  with EDAP for back due
royalties.  The $275,000 was a one time settlement for over-due royalties and no
futher  royalty  revenue  related to the EDAP license will be realized in future
periods. Selling, General and Administrative Expenses were $743,614 for the nine
months  ended May 31,  2003,  an  increase  of $17,065 or 2.38%,  as compared to
$726,549  for the nine months  ended May 31, 2002 due to changes in the cycle of
promotional  expenses  and  increases  in legal fees.  Total costs and  expenses
decreased by $23,377, a decrease of 1.17%, primarily due to the decrease in cost
of product  sales.  The net income for the nine  months  ending May 31, 2003 was
$20,120,  as compared with a net loss of $284,914 for the nine months ending May
31, 2002.

         Gross  profit for the nine months  ended May 31,  2003 was  $986,776 or
57.77%,  excluding  the royalty  revenue in arrears,  as compared to $893,683 or


                                       8
<PAGE>

52.56% of total product  sales for the period ending May 31, 2002.  The increase
in gross profit as a percentage of total product sales was primarily  because of
increases in sales of higher margin  hyperthermia system products for the period
ending May 31, 2003  accompanied  by  production  efficiencies  obtained  from a
higher volume of hyperthermia system sales.

         Research  and  Development  Expenses  increased to $500,706 in the nine
months  ended May 31, 2003 as compared to $455,678 for the nine months ended May
31, 2002, an increase of $45,028 or 9.88% to support  completion of new products
under development.

Three Months ended May 31, 2003

         Product Sales for the three months ended May 31, 2003, were $411,682 as
compared  to  $819,870  for the three  months  ended May 31,  2002 a decrease of
$408,188 or 49.78%,  primarily due to decreased  sales to the Company's  related
party   European   distributor   during  that  period.   Selling,   General  and
Administrative  Expenses  increased  from $230,523 in the three months ended May
31, 2002 to  $245,495 in the three  months  ended May 31,  2003,  an increase of
$14,972 or 6.49%, due to changes in the cycle of promotional expenses and higher
legal fees to settle and  collect  past due  royalty  revenue.  Total  costs and
expenses  decreased by $179,500,  a decrease of 22.82%. Net income for the three
months ending May 31, 2003, was $80,045,  as compared to a net income of $34,537
for the three months ending May 31, 2002.

         Gross  profit for the three  months  ended May 31, 2003 was $210,302 or
51.08% as compared to $422,374 or 51.51% of total  product  sales for the period
ending May 31, 2002.

         Research and Development  Expenses  increased to $160,241 for the three
months  ended May 31,  2003,  as compared to $158,597 for the three months ended
May 31, 2002, an increase of $1,644 or 1.03%

         FORWARD  OUTLOOK AND RISKS.  From time to time, the Company may publish
forward-looking  statements  relating to such matters as  anticipated  financial
performance,  business  prospects,   technological  development,  new  products,
research and development  activities and similar matters. The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors  could cause the  Company's  actual  results and
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in any of the Company's forward-looking statements.

         This  form  10-QSB  contains  and  incorporates  by  reference  certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange  Act with  respect to results of  operations
and  businesses  of the  Company.  All  statements,  other  than  statements  of
historical facts, included in this Form 10-QSB, including those regarding market
trends, the Company's financial position, business strategy, projected costs and
plans, and objectives of management for future operations,  are  forward-looking
statements.  These forward-looking statements are based on the Company's current
expectations.  Although the Company believes that the expectations  reflected in
such forward-looking  statements are reasonable,  there can be no assurance that
such expectations will prove to be correct.

         CHANGING REGULATORY  ENVIRONMENT.  The Company's business is subject to
extensive  federal,  state  and  local  regulation.   Political,   economic  and
regulatory  influences  are  subjecting  the health care  industry in the United
States to  fundamental  change.  See  "Government  Regulation"  in the Company's
fiscal 1998 10-KSB.

                                       9
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         The  Company's  President  and Chief  Executive  Officer  and its Chief
Financial Officer (the "Certifying Officers"),  are responsible for establishing
and  maintaining  disclosure  controls  and  procedures  for  the  Company.  The
Certifying  Officers have concluded (based on their evaluation of these controls
and  procedures  as of a date within 90 days of the filing of this  report) that
the design and operation of the Company's disclosure controls and procedures (as
defined  in Rule  13a-14(c)  under  the  Securities  Exchange  Act of 1934)  are
effective.  No significant  changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS.

         On March 26,  2003,  the Company  settled a lawsuit  with EDAP TMS S.A.
through a mediator for payment to the Company of $275,000.  On May 7, 2002,  the
Company had brought  suit against EDAP in the Third  District  Court,  Salt Lake
County,  State of Utah,  seeking  damages  for  alleged  breaches by EDAP of the
License Agreement dated July 3, 1996 between EDAP and the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Reports on Form 8-K - During the  quarter,  no reports on Form 8-K
were filed by the Company.


                                       10
<PAGE>

SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
BSD  Medical  Corporation,  the  registrant,  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                BSD MEDICAL CORPORATION



Date:  July 15, 2003                            /s/ Hyrum A. Mead
       -------------                            -----------------
                                                Hyrum A. Mead
                                                President

A. CERTIFICATIONS

         I, Hyrum A. Mead, certify that:

         1. I have  reviewed  this  quarterly  Report on Form  10-QSB of May 31,
2003.

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

                                       11
<PAGE>

         (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  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:    July 15, 2003                          /s/ Hyrum A. Mead
         -------------                          --------------------
                                                President (principal
                                                Executive officer)


         I, Dennis E. Bradley, certify that:

         1. I have  reviewed  this  quarterly  Report on Form  10-QSB of May 31,
2003.

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

                                       12
<PAGE>

         (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  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:  July 15, 2003                           /s/ Dennis E. Bradley
        -------------                           -------------------------------
                                                Controller (principal financial
                                                and Financial officer)
A. CERTIFICATIONS


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002


         In connection with the quarterly report of May 31, 2003 (the "Company")
on Form 10-Q for the quarter ended May 31, 2003, Hyrum A. Mead hereby certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes  - Oxley  Act of  2002,  that  to the  best of his  knowledge:

         1.   The  quarterly  report fully  complies  with the  requirements  of
              Section 13(a) of the Securities Exchange Act of 1934; and

         2.   The information contained in the quarterly report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.


     July 15, 2003                              /s/ Hyrum A. Mead
     -------------                              ------------------------------
                                                President (principal executive
                                                officer)

                                       13
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002


         In connection with the quarterly report of May 31, 2003 (the "Company")
on Form 10-Q for the  quarter  ended May 31,  2003,  Dennis  E.  Bradley  hereby
certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section
906 of the Sarbanes - Oxley Act of 2002, that to the best of his knowledge:

         3.   The  quarterly  report fully  complies  with the  requirements  of
              Section 13(a) of the Securities Exchange Act of 1934; and

         4.   The information contained in the quarterly report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.


     July 15, 2003                              /s/ Dennis E. Bradley
     -------------                              -------------------------------
                                                Controller (principal financial
                                                and Financial officer)