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 November 30, 2002

                         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  November 30, 2002
 -------------------------------           ------------------------------------
  Common stock, $.001 Par Value                      17,775,078



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



<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>


                             BSD MEDICAL CORPORATION
                             Condensed Balance Sheet
                                   (Unaudited)
                              Assets                                            November 30,
                              ------                                              2002
                                                                             -------------------
<S>                                                                         <C>
Current assets:
    Cash and cash equivalents                                               $          517,161
    Receivables                                                                        395,879
    Related party receivables                                                          294,618
    Inventories                                                                        695,925
    Other current assets                                                                37,485
                                                                             -------------------
           Total current assets                                                      1,941,068
                                                                             -------------------

Property and equipment, net                                                            120,112
Patents, net                                                                            28,294
                                                                             -------------------
                                                                            $        2,089,474
                                                                             -------------------

               Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                        $           70,230
    Accrued expenses                                                                   715,581
    Current portion of deferred revenue                                                 45,401
                                                                             -------------------

           Total current liabilities                                                   831,212
                                                                             -------------------
Long term liabilities
    Deferred revenue                                                                    79,413
                                                                             -------------------

           Total liabilities                                                $          910,625
           -----------------                                                -------------------

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 shares;
      issued and outstanding 17,775,078, shares                                         17,776
    Additional paid-in capital                                                      21,056,939
    Deferred compensation                                                              (27,416)
    Accumulated deficit                                                            (19,868,216)
    Common stock in treasury 13,412 shares, at cost                                       (234)
                                                                             -------------------

           Net stockholders' equity                                                  1,178,849
                                                                             -------------------

                                                                            $        2,089,474
                                                                             ===================

</TABLE>

See Accompanying notes to financial statements

                                      -1-
<PAGE>

BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      Three Months
                                                                         Ended:
                                                             -------------------------------
                                                              November 30,       November 30,
                                                                   2002             2001
                                                             --------------   --------------
<S>                                                         <C>              <C>
Product sales                                               $      44,719    $     268,368
Sales to related parties                                          755,564          205,604
                                                             --------------   --------------

           Total revenues                                         800,285          473,972
                                                             --------------   --------------
Costs and expenses:
    Cost of product sales                                           6,171           65,738
    Cost of sales to related parties                              342,987          149,125
    Research and development                                      155,659          153,588
    Selling, general, and administrative                          248,991          245,767
                                                             --------------   --------------

           Total costs and expenses                               753,808          614,218
                                                             --------------   --------------

           Operating income/loss                                   46,477         (140,246)

Other income (expense):
    Interest income                                                 1,129            1,629
                                                             --------------   --------------

           Total other income                                       1,129            1,629
                                                             --------------   --------------

Income (loss) before taxes                                         47,606         (138,617)
                                                             --------------   --------------
     Income tax benefit (provision)                                     -                -
                                                             --------------   --------------
           Net income (loss)                                $      47,606    $    (138,617)
                                                             ==============   ==============

Net income ( loss) per common share
Basic and diluted                                           $         .00    $        (.01)
                                                             --------------   --------------

Weighted average number of shares outstanding
       Basic                                                   17,775,000       17,626,000
                                                             --------------   --------------
       Diluted                                                 18,037,000       17,626,000
                                                             --------------   --------------

</TABLE>

See accompanying notes to financial statements.

                                      -2-
<PAGE>

                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
                  Three months ended November 30, 2002 and 2001
<TABLE>
<CAPTION>

Increase (Decrease) in Cash and Cash Equivalents                                     Nov. 30,          Nov. 30,
------------------------------------------------                                      2002              2001
                                                                                ----------------------------------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
    Net income (loss)                                                           $     47,606     $   (138,617)
    Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
       Depreciation and amortization                                                  12,020           11,631
       Deferred gain on sale of building                                             (15,275)         (15,354)
       Stock compensation expense                                                     12,001           12,000
       Deferred compensation                                                           6,358            8,637
       (Increase) decrease in:
           Restricted certificate of deposit                                               -           15,313
           Receivables                                                                 7,232           31,566
           Inventories                                                               110,805          (13,539)
           Prepaid expenses and deposits                                             (19,148)          12,558
       Increase (decrease) in:
           Accounts payable                                                            7,609          (18,834)
           Accrued expenses                                                          (31,956)         183,379
           Deferred revenue                                                          (37,824)         (19,558)
                                                                                 ------------    ---------------
              Net cash provided by operating activities                               99,428           69,182
                                                                                 ------------    ---------------
Cash flows from investing activities:
    Purchase of property and equipment                                                (4,167)          (2,344)
    Purchase of patent license                                                             -          (10,000)
                                                                                 ------------    ---------------
              Net cash used in investing activities                                   (4,167)         (12,344)

Cash flows from financing activities:
    Proceeds from issuance of common stock                                                 -            2,426
                                                                                 ------------    ---------------
              Net cash provided by financing activities                                    -            2,426
                                                                                 ------------    ---------------
Increase in cash and cash equivalents                                                  95,261           59,264
Cash and cash equivalents, beginning of period                                        421,900          408,030
                                                                                 ------------    ---------------

Cash and cash equivalents, end of period                                        $     517,161    $     467,294
                                                                                 ============    ===============
</TABLE>

Supplemental Disclosure of Cash Flow Information
------------------------------------------------

The Company paid no cash for interest or taxes during the period ended  November
30,  2002 and 2001.  The Company  issued  75,000  options for the periods  ended
November  30,  2002  and  2001,  which  resulted  in  an  increase  to  Deferred
Compensation of $7,500 and $10,500 respectively.


                                      -3-
<PAGE>

                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance Sheet as of November 30, 2002 and the Condensed
Statements  of  Operations  and the  Condensed  Statements of Cash Flows for the
three months ended  November 30, 2002,  and November 30, 2001 have been prepared
by the Company without 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,  cash
flows, and changes in financial  position of the Company as of November 30, 2002
and for the period then ended, 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  period  ended  November  30,  2002,  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 November 30,
2002 and 2001, are 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  periods  ended  November  30, 2002 and 2001 the Company had
sales to an  unconsolidated  affiliate and an entity controlled by a significant
stockholder  of  $755,564  and  $205,604,   respectively.  These  related  party
transactions represents 94.41% and 76.61% of total sales.

         At November 30, 2002, accrued expenses includes $370,402  consisting of
deposits  on  orders  placed  by  an  unconsolidated  affiliate  and  an  entity
controlled by a significant stockholder.

         At November 30, 2002, accounts receivable includes $294,618 due from an
unconsolidated affiliate and an entity controlled by a significant stockholder.


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
assured.  Sales includes revenue from systems with software  products,  software
license rights and service contracts.  Software Revenue  Recognition,  generally

                                      -4-

<PAGE>

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 November  30,  2002,  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  November  30,  2002  was  approximately   $67,000,   or
approximately 9% 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
$19,868,216.  We have  historically  financed our  operations  through cash from
operations,  licensing of technological  assets and issuance of common stock. We
generated  $99,428 in cash from  operating  activities  during the period  ended
November 30, 2002  compared to $69,182 in the period  ending  November 30, 2001.
Cash flow from  operating  activities  improved in the  November 30, 2002 period
primarily  because of higher sales volume and increased  margins compared to the
prior year period. Our investing  activities for the period resulted in net cash
used of $4,167, relating to the purchase of certain property and equipment.

         At November 30, 2002,  our working  capital was $1,109,856 and our cash
and cash  equivalents  totaled  $517,161.  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.

                                       -5-
<PAGE>

         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 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.

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:
----------------------

Three Months ended November 30, 2002

         Sales  increased  from $473,972 in the three months ended  November 30,
2001,  to $800,285 in the three months ended  November 30, 2002,  an increase of
$326,313  or  68.84%,   primarily  due  to  increased  sales  to  the  Company's
unconsolidated subsidiary and an entity controlled by a significant stockholder.
We derived  $346,830,  or 43.34% of our revenue in the period ended November 30,
2002 from  manufacturing,  assembling  and  testing  thermotherapy  systems  for
TherMatrx and selling  probes,  applicators  and  temperature  sensors and other
components  and contract  services to  TherMatrx.  The  remaining  related party
revenue of  approximately  $408,734,  or 51.06% was for one BSD-2000  system and
component parts sold to Medizin-Technik GmbH. Dr. Gerhard Sennewald,  one of our
directors, is a stockholder, executive officer and a director of Medizin-Technik
GmbH. The remaining  revenue was $3,400 for billable labor,  $15,088 for probes,
$19,468 for service contracts and $6,763 for miscellaneous items.

         Gross  profit for the period  ending  November 30, 2002 was $451,127 or
56.37% as compared to $259,109 or 54.67% of total  product  sales for the period
ending  November 30, 2001. 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 November 30, 2002 accompanied
by production  efficiencies obtained from a higher volume of hyperthermia system
sales.

         Selling, General and Administrative expenses increased from $245,767 in
the three months ended  November 30, 2001, to $248,991 in the three months ended
November  30,  2002 an increase  of $3,224 or 1.31%.  Total  Costs and  Expenses
increased by $139,590, an increase of 22.72%, primarily due to increased cost of
goods sold as a result of increased sales.

         Research and  Development  expenses  were $155,659 for the three months
ended  November  30,  2002,  as compared to $153,588 in the three  months  ended
November  30,  2001.  Research  and  Development  expenses in the period  ending
November 30, 2002 related  primarily to development  work on our  BSD-2000o3D/MR
hyperthermia system and enhancements to our BSD-500 systems.

                                       -6-
<PAGE>

         The Net Income for the three  months  ending  November  30,  2002,  was
$47,606 as compared  with a Net Loss of  $138,617  for the three  months  ending
November 30, 2001 was primarily due to higher sales volume.

         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.

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.


                                       -7-
<PAGE>

Item 6.       Exhibits and reports on Form 8-K

(a)   Exhibits

     The following exhibit is filed as part of this report:

Exhibit
Number                          Description
--------                        -----------

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

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

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


                                       -8-
<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:    January 14, 2001                    /s/ Hyrum A. Mead
     ---------------------                   --------------------------
                                             President


A.  CERTIFICATIONS

         I, Hyrum A. Mead, certify that:

         1. I have reviewed this quarterly Report on Form 10-QSB of November 30,
2002.

         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):

                                       -9-
<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:  January 13, 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 November 30,
2002.

         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):

                                      -10-
<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.


 January 13, 2003                                /s/ Dennis E. Bradley
                                                 -------------------------------
                                                 Controller (principal financial
                                                 and Financial officer)



                                      -11-