<PAGE>
                     U.S. 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 June 30, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
     For the transition period from _________ to __________

Commission file number 33-17387

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

        Delaware                                   75-2192377
(State or other jurisdiction of         (IRS Employer Identification
 incorporation or organization)                      No.)


              421 E. Airport Freeway, Irving, Texas 75062
                (Address of principal executive office)

                            (972)-255-5533
                      (Issuer's telephone number)
       ------------------------------------------------------------
          (Former name, former address and former fiscal year,
                      if changed since last year)

Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No


                  APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At June 30, 2003, 1,534,066 shares of
common stock, $0.01 par value, were outstanding.

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












<PAGE>


                              ALLIANCE HEALTH, INC.

                                      INDEX

                                                          PAGE NUMBER

PART I    FINANCIAL INFORMATION

    Accountants' Review Report                                 1

          Balance Sheets - June 30, 2003 (unaudited) and
            September 30, 2002 (audited)                       2

          Statements of Operations (unaudited) - Three
         Months and Nine Months Ended June 30, 2003
         and 2002                                              3

          Statements of Cash Flows (unaudited) - Nine
         Months Ended June 30, 2003 and 2002                   4

          Notes to Financial Statements                       5-6

          Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                        7-8




PART II   OTHER INFORMATION                                    9


SIGNATURES                                                    10


























<PAGE>



                           ACCOUNTANTS' REVIEW REPORT





Board of Directors
Alliance Health, Inc.




We have reviewed the accompanying  balance sheet of Alliance Health,  Inc. as of
June 30, 2003, and the related  statements of operations for the three month and
nine month  periods  then ended and  statement  of cash flows for the nine month
period then ended.  These  financial  statements are the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified  Public  Accountants  in the United States of America.  A
review of interim  financial  information  consists  principally  of  analytical
procedures applied to financial data and making inquiries of persons responsible
for financial and accounting  matters. It is substantially less in scope than an
audit in accordance  with auditing  standards  generally  accepted in the United
States of  America,  the  objective  of which is the  expression  of an  opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with accounting principles generally accepted in the United States of
America.




                                                 Whitley Penn


Dallas, Texas
August 12, 2003





<PAGE>












                              ALLIANCE HEALTH, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                               June 30,    September 30,
                                                 2003          2002
                                             -----------    ------------
                                             (Unaudited)     (Audited)
<S>                                          <C>           <C>
Assets
Current assets:
      Cash                                   $  161,958    $   715,130
      Treasury bills                            500,000      2,000,000
      Income tax receivable                      34,932        189,235
      Deferred income taxes                      45,649          8,612
      Net assets of discontinued operations           -      1,895,514
                                              ---------      ---------

Total assets                                $   742,539    $ 4,808,491
                                              =========      =========


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                          $     3,723    $     1,313
  Accrued liabilities                            11,817         63,816
                                              ---------      ---------
Total current liabilities                        15,540         65,129


Commitments and contingencies                         -              -

Stockholders' equity:
   Common stock, $.01 par, 20,000,000
     shares authorized, 14,360,000
     shares issued, 1,534,066 and
     14,360,000 shares outstanding              143,600        143,600
   Paid-in capital                              723,466        723,466
   Treasury stock, 12,825,934 shares
     at cost                                 (4,232,558)             -
   Retained earnings                          4,092,491      3,876,296
                                              ---------      ---------

Total stockholders' equity                      726,999      4,743,362
                                              ---------      ---------

Total liabilities and stockholders' equity   $  742,539     $4,808,491
                                              =========      =========

</TABLE>


                 See accompanying notes to financial statements.

                                       -2-

<PAGE>


                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                   Three Months Ended       Nine Months Ended
                                        June 30,                 June 30,
                                   2003        2002           2003       2002
                                 --------    ---------     --------   ---------
<S>                            <C>           <C>        <C>         <C>
Expenses:
 General and administrative    $   26,913    $       -   $  26,913   $       -

Other income:
   Interest income                  2,892        7,624       6,417       28,463

Income tax expense                  1,041        2,745       2,310       10,247
                                ---------     --------    --------    ---------

Income (loss) from
  continuing operations           (25,062)       4,879     (22,806)      18,216

Income (loss) from discontinued
 operations, net of taxes         (53,153)     (27,208)    239,002       71,553
                                ---------    ---------    --------    ---------

Net income (loss)              $  (78,215)  $  (22,329)  $ 216,196   $   89,769
                                =========    =========    ========    =========

Earnings (loss) per share:

    Continuing operations           (0.02)        0.00       (0.01)        0.00

    Discontinued operations         (0.03)       (0.00)       0.07         0.01
                                ---------     ---------  ---------    ---------

    Net income (loss)          $    (0.05)  $    (0.00) $     0.06   $     0.01
                                =========     =========  =========    =========

Weighted average number
  of common shares
  outstanding                   1,534,066    14,360,000  3,642,150   14,360,000
                                =========    ==========  =========   ==========

</TABLE>



                       See accompanying notes to financial statements.

                                       -3-

<PAGE>
                              ALLIANCE HEALTH, INC.

                             STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                     Nine Months Ended
                                                June 30, 2003   June 30, 2002
                                                -------------   -------------
<S>                                            <C>             <C>
Continuing operations:
Operating activities:
 Income (loss) from continuing operations       $  (22,806)     $    18,216
    Adjustments to reconcile net
    income (loss) to net cash provided
    by operating activities:
      Deferred income taxes                        (37,037)               -
      Changes in assets and liabilities:
       Change in accounts receivable-affiliates          -           (6,215)
       Income tax receivable                        154,30           21,341
       Accounts payable                              2,410           (6,789)
       Accrued liabilities                         (51,999)          12,254
                                                 ---------        ---------

Net cash provided by operating activities           44,871           38,807

Investing Activities:
 Sales (purchases) of treasury bills             1,500,000       (1,000,000)

Financing Activities:
 Purchases of treasury stock                    (2,142,558)               -
                                                ----------        ---------

Cash used in continuing operations                (597,687)        (961,193)

Discontinued operations:
 Operating activities                            2,244,515          506,198
 Investing activities                                    -                -
 Financing activities                           (2,200,000)               -
                                                ----------        ---------
Cash provided by discontinued operations            44,515          506,198
                                                ----------        ---------

Net decrease in cash                              (553,172)        (454,995)
Cash at beginning of period                        715,130        1,523,286
                                                ----------        ---------

Cash at end of period                          $   161,958       $1,068,291
                                                ==========        =========
</TABLE>

                       See accompanying notes to financial statements.


                                       -4-


<PAGE>

                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.    Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB of  Regulation  S-B.  They do not include all  information  and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  However,  except as  disclosed  herein,  there has been no material
change in the information disclosed in the notes to the financial statements for
the year ended  September 30, 2002  included in the  Company's  Annual Report on
Form 10-KSB  filed with the  Securities  and  Exchange  Commission.  The interim
unaudited  financial  statements  should  be  read  in  conjunction  with  those
financial  statements included in the Form 10-KSB. In the opinion of management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring adjustments,  have been made. Operating results for the nine
month period ended June 30, 2003 are not  necessarily  indicative of the results
that may be expected for the year ending September 30, 2003.

     All of the  Company's  income was for leases or services  rendered to S. J.
Kechejian,  M.D., P.A., Metroplex  Specialties,  P.A. and Metro Pharmacy,  Inc.,
companies owned by S. J. Kechejian, M.D.


Note 2.  Organization

     Alliance  Health,  Inc. (the  "Company")  was  incorporated  in Delaware on
September 4, 1987.  Effective May 12, 1995, the Company acquired the advertising
division (the "Division") of K Clinics, P.A. ("K Clinics") from S. J. Kechejian,
M.D.

Note 3.  Discontinued Operation

     S. J. Kechejian,  M.D.,  P.A.  cancelled the agreement with the Company for
advertising  services on January 31, 2002. The Company has no specific  business
plan and the Board of Directors  elected to discontinue  operations and sell the
Company's operating assets to its principal stockholder.  The sale took place on
November  29,  2002.  Consideration  was  valued at  $2,200,000,  consisting  of
6,333,333  of the  Company's  common stock owned by the  stockholder,  Sarkis J.
Kechejian,  M.D., valued at $.33 per share and $110,000 in cash. The Company has
accounted for its operations as discontinued during the periods presented.  As a
result of the sale of its business, the Company has effectively become a "public
shell" corporation with no business operations.






                                       -5-

<PAGE>





     Concurrent  with  the  sale  of its  operating  assets,  the  Company  also
purchased 4,955,878 shares of its common stock from Dr. Kechejian and affiliated
entities  for  $1,635,439.  Also,  the Company made a tender offer to all of its
stockholders  to purchase  shares of its common  stock for $0.33 per share.  The
tender offer was concluded on March 15, 2003 at which time the Company purchased
1,536,726 shares of common stock for an aggregate purchase price of $507,119.

     Summary results of the discontinued operations were as follows:

                                                          Nine Months Ended
                                                              June 30,
                                                       2003            2002
                                                      -------        ---------
             Revenues                                $512,143       $1,561,867
             Costs and expenses                       179,845        1,448,457
                                                      -------        ---------
                Income from discontinued operations
                  before income taxes                 332,298          113,410
             Provision for income taxes                93,296           41,857
                                                     --------          -------
                Income from discontinued operations  $239,002       $   71,553
                                                      =======        =========








                                       -6-

<PAGE>


                              ALLIANCE HEALTH, INC.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL INFORMATION

FORWARD LOOKING STATEMENT AND INFORMATION

     The Company is including  the following  cautionary  statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act of  1995  for  any  forward-looking
statements  made by, or on behalf of, the  Company.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance and underlying assumptions and other statements, which are
other than  statements  of  historical  facts.  Certain  statements in this Form
10-QSB are  forward-looking  statements.  Words such as  "expects,"  "believes,"
"anticipates,"  "may," and "estimates"  and similar  expressions are intended to
identify  forward-looking  statements.  Such statements are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.  Such risks and  uncertainties  are set forth  below.  The  Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained in the Company's  records and other data available from third parties,
but  there  can  be no  assurance  that  management's  expectation,  beliefs  or
projections will result,  be achieved,  or be  accomplished.  The Company has no
obligation to update or revise these  forward-looking  statements to reflect the
occurrence of future events or circumstances.

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the Company's  financial  condition and
results for the periods included in the accompanying financial statements.

Results of Operations and Financial Condition

     The  financial  statements  for the three months and nine months ended June
30, 2003 and 2002 have been re-classified to reflect discontinued operations net
of applicable taxes.

     S.  J.  Kechejian,  M.D.,  P.A.,  Metroplex  Specialties,  P.A.  and  Metro
Pharmacy,  Inc.  notified  Alliance  Health,  Inc. of their  cancellation of the
ongoing fee arrangements for marketing effective August 31, 2002.












                                       -7-

<PAGE>
     Expenses  for the  three  and nine  months  ended  June 30,  2003  included
salaries and employee benefits,  and other general and  administrative  costs in
the  amount  of  $26,913.   These  expenses  were   previously   categorized  as
discontinued  operations  prior to April 1, 2003,  but as the  Company  will now
continue as a shell  company,  these  ongoing  expenses  will be  classified  as
continuing operations.

     On October 28, 2002 the Board of  Directors  determined  it was in the best
interest of the Company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the Company of 6,333,333 shares of Alliance common stock and $110,000 in
cash.  The sale of the assets to Dr.  Kechejian was  consummated on November 29,
2002. Simultaneous therewith,  Dr. Kechejian and entities that he controls, sold
back to the Company all of their remaining  shares of common stock, an aggregate
of  4,955,875  shares,  for a total cash  consideration  of  $1,635,439,  or the
audited book value per share as of September 30, 2002 of $0.33.

     On March 15, 2003 the Company concluded its tender offer to purchase shares
for $0.33 per share  from its  stockholders.  The  Company  purchased  1,536,726
shares  for  $507,119.   The  Company  has  1,534,066  shares  of  common  stock
outstanding after completion of the Offer.

     During the quarter  ended June 30, 2003,  the Company  recorded a charge of
approximately $50,000 to discontinued  operations as a result of an audit of the
Company's franchise taxes paid over the last three years, which resulted in such
change.

Liquidity and Capital Resources

     The Company had cash and Treasury Bills of $661,958 at June 30, 2003.

Item 3.  Controls and Procedures

     (a)  Evaluation of disclosure controls and procedures.

          The  President/Treasurer/Director  of the  Company  has  conducted  an
          evaluation of the effectiveness of the Company's  disclosure  controls
          and procedures  pursuant to Rule 13a-14 under the Securities  Exchange
          Act of 1934 as of a date (the "Evaluation  Date") within 90 days prior
          to the filing date of this  report.  Based upon that  evaluation,  the
          President/Treasurer/Director  concluded  that,  as of  the  Evaluation
          Date, the Company's  disclosure controls and procedures were effective
          in  ensuring  that all  material  information  relating to the Company
          required to be filed in this  quarterly  report has been made known to
          him in a timely manner.

     (b)  Changes in internal controls.

          There have been no significant  changes made in the Company's internal
          controls or in other factors that could significantly  affect internal
          controls subsequent to the Evaluation Date.







                                       -8-



<PAGE>
                              ALLIANCE HEALTH, INC.

                           PART II - OTHER INFORMATION





Items 1, 2, 3, 4 and 5 - Not applicable.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          31.1  Certificate  of  Principal  Executive  Officer  required by Rule
          13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
          adopted  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002
          (filed  herewith).
          31.2  Certificate  of  Principal  Financial  Officer  required by Rule
          13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
          adopted  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002
          (filed herewith).
          32.1  Certificate  of Chief  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (filed  herewith).
          32.2  Certificate of Chief Financial  Officer  pursuant to 18 U. S. C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (filed herewith).

         (b) Reports on Form 8-K - None.
















                                       -9-

<PAGE>





                                   SIGNATURES


Pursuant  to the  requirements  of the  Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




DATED: August 14, 2003               By:  /s/Sarkis J. Kechejian, M.D.
                                          Sarkis J. Kechejian, M.D.
                                          President, Director and
                                          Treasurer














                                      -10-







<PAGE>

                                                                   Exhibit 31.1

                                  CERTIFICATION

I, Sarkis J. Kechejian, M.D., certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the quarterly period
ended June 30, 2003 of Alliance Health, Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

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 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:  August 14, 2003

                                            /s/Sarkis J. Kechejian, M.D.
                                            ---------------------------
                                            Sarkis J. Kechejian, M.D.
                                            President and Treasurer




<PAGE>
                                                                 Exhibit 31.2

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the quarterly period
ended June 30, 2003 of Alliance Health, Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

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 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:  August 14, 2003


                                             /s/Sharilyn J. Bruntz Wilson
                                             -----------------------------
                                             Sharilyn J. Bruntz Wilson
                                             Vice President and Secretary

<PAGE>

                                                                  Exhibit 32.1






                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  filing of Alliance  Health,  Inc.'s (the
"Company")  Quarterly Report on Form 10-QSB for the quarterly period ending June
30, 2003 with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Sarkis J. Kechejian,  M.D., President,  Director and Treasurer of
the Company,  certify,  pursuant to the 18 U.S.C. (SS) 1350, as adopted pursuant
to (SS) 906 of the Sarbanes-Oxley Act of 2002, that:

          a.   The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Act of 1934; and

          b.   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


/s/Sarkis J. Kechejian, M.D.
--------------------------
Sarkis J. Kechejian, M.D.
President, Director and Treasurer

August 14, 2003





<PAGE>

                                                                  Exhibit 32.2






                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  filing of Alliance  Health,  Inc.'s (the
"Company")  Quarterly Report on Form 10-QSB for the quarterly period ending June
30, 2003 with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Sarkis J. Kechejian,  M.D., President,  Director and Treasurer of
the Company,  certify,  pursuant to the 18 U.S.C. (SS) 1350, as adopted pursuant
to (SS) 906 of the Sarbanes-Oxley Act of 2002, that:

          a.   The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Act of 1934; and

          b.   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


/s/Sharilyn J. Bruntz Wilson
----------------------------
Sharilyn J. Bruntz Wilson
Vice President and Secretary


August 14, 2003