Butler National (BUKS) 10-Q 2004 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
- ---------------------------------- FORM 10-Q -----------------------------------
(Mark One) X	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)
For the quarter endedOctober 31, 2003
Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required)
For the quarter endedOctober 31, 2003
Commission File Number0-1678
BUTLER NATIONAL CORPORATION (Exact name of Registrant as specified in its charter)
Kansas (State of Incorporation)		41-0834293 (I.R.S. Employer Identification No.)
19920 West 161st Street, Olathe, Kansas 66062 (Address of Principal Executive Office)(Zip Code)
Registrant's telephone number, including area code:(913) 780-9595
Former name, former address and former fiscal year if changed since last report: Not Applicable
Common Stock $.01 Par Value (Title of Class)
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 twelve months and (2) has been subject to such filing requirements for the past ninety days:Yes XNo ____
The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of December 1, 2003 was38,739,147 shares.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
INDEX
PART I.	FINANCIAL INFORMATION:	PAGE NO.
	Consolidated Balance Sheets - October 31, 2003 and April 30, 2003	3
	Consolidated Statements of Income - Three Months ended October 31, 2003and 2002	4
	Consolidated Statements of Income - Six Months ended October 31, 2003 and 2002	5
	Consolidated Statements of Cash Flows - Six Months ended October 31, 2003 and 2002	6
	Notes to Consolidated Financial Statements	7
	Management's Discussion and Analysis Financial Condition and Results of Operations	8-9
	Item 3 Quantitative & Qualitative	9
	Item 4 Controls and Procedures	9
PART II.	Other Information	10
	Signatures	11-13

BUTLER NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS			10/31/03			4/30/03		LIABILITIES AND SHAREHOLDERS' EQUITY			10/31/03			4/30/03
			unaudited			audited					unaudited			Audited
CURRENT ASSETS:								CURRENT LIABILITIES:
	Cash	$	353,867		$	378,255			Bank overdraft payable	$	217,705		$	38,200
	Accounts receivable, net of allowance for		602,627			399,576			Promissory notes payable		348,200			530,482
	doubtful accounts of $10,719 at Oct. 31 and								Current maturities of long-term debt and capital lease		523,145			457,423
	$10,719 at April 30, 2003								obligations
	Note receivable from Indian Gaming Developments			-		324,565			Accounts payable		362,566			407,581
									Accrued liabilities -
	Inventories -								Compensation and compensated absences		312,391			305,364
	Raw materials		2,200,268			2,092,578			Other		260,846			153,458
	Work in process		549,634			361,983					--------------			--------------
	Finished goods		44,170			62,831			Total current liabilities		2,024,853			1,892,508
	Aircraft		1,603,548			1,278,548
			--------------			--------------
			4,397,620			3,795,940			LONG-TERM DEBT, AND CAPITAL LEASE NET		1,672,180			1,659,743
									OF CURRENT MATURITIES
	Prepaid expenses and other current assets		33,585			43,595
			--------------			--------------					--------------			--------------
	Total current assets		5,387,699			4,941,931			Total liabilities		3,697,033			3,552,251
									COMMITMENTS AND CONTINGENCIES
	PROPERTY, PLANT AND EQUIPMENT:								SHAREHOLDERS' EQUITY:
	Land and building		952,800			948,089			Preferred stock, par value $5
	Machinery and equipment		1,258,798			1,239,974			Authorized 50,000,000 shares, all classes
	Office furniture and fixtures		650,067			642,940			Designated Classes A and B, 200,000 shares
	Leasehold improvements		4,249			4,249			$1,000 Class A, 9.8%, cumulative if earned
			--------------			--------------			liquidation and redemption value $100,
	Total cost		2,865,914			2,835,252			no shares issued and outstanding			-			-
									$1,000 Class B, 6%, convertible cumulative,
	Accumulated depreciation		(1,905,814)			(1,861,119)			liquidation and redemption value $1,000
			--------------			--------------			no shares issued and outstanding			-			-
			960,100			974,133			Common stock, par value $.01:
									Authorized 100,000,000 shares
	SUPPLEMENTAL TYPE CERTIFICATES		1,265,649			1,210,649			issued and outstanding 39,339,147 shares at
	INDIAN GAMING:								at Oct. 31 and 39,339,147 at April 30, 2003		386,360			386,360
	Note receivable from Indian Gaming			-			-
	Advances for Indian Gaming Developments		1,938,915			1,974,821
	(net of reserves of $2,718,928)								Capital contributed in excess of par		10,173,920			10,173,920
			--------------			--------------
	Total Indian Gaming		1,938,915			1,974,821			Treasury stock at cost (600,000 shares)		(732,000)			(732,000)
									Retained deficit		(3,827,950)			(4,133,997)
	OTHER ASSETS		145,000			145,000					--------------			--------------
									Total shareholders' equity		6,000,330			5,694,283
			--------------			--------------					--------------			--------------
	Total assets	$	9,697,363		$	9,246,534			Total liabilities and shareholders' equity	$	9,697,363		$	9,246,534
			========			========					========			========
The accompanying notes are an integral part of these financial statements

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
		THREE MONTHS ENDED
		Oct. 31,
		2003			2002
		(unaudited)			(unaudited)
NET SALES	$	2,362,976		$	1,598,063
COST OF SALES		1,414,704			902,031
		---------------			---------------
		948,272			696,032
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		807,955			608,431
		---------------			---------------
OPERATING INCOME (LOSS)		140,317			87,601
OTHER INCOME (EXPENSE):
Interest expense		(35,561)			(48,777)
Interest revenue		710			15,403
Other		(20)			27
		---------------			---------------
Other expense		(34,871)			(33,347)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		105,446			54,254
PROVISION FOR INCOME TAXES		-			-
		---------------			---------------
NET INCOME (LOSS)	$	105,446		$	54,254
		=========			=========
BASIC EARNINGS (LOSS) PER COMMON SHARE:	$	.00		$	0.00
		=========			=========
Shares used in per share calculation		38,333,724			37,605,053
DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	.00		$	0.00
		=========			=========
Shares used in per share calculation		49,162,529			43,328,053
The accompanying notes are an integral part of these statements.
BUTLER NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
		SIX MONTHS ENDED
		Oct. 31,
		2003			2002
		(unaudited)			(unaudited)
NET SALES	$	4,387,083		$	2,773,553
COST OF SALES		2,699,995			1,645,163
		---------------			---------------
		1,687,088			1,128,390
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,317,350			1,159,477
		---------------			---------------
OPERATING INCOME (LOSS)		369,738			(31,087)
OTHER INCOME (EXPENSE):
Interest expense		(68,415)			(96,521)
Interest revenue		4,724			34,362
Other			-		41
		---------------			---------------
Other expense		(63,691)			(62,118)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		306,047			(93,205)
PROVISION FOR INCOME TAXES		-			-
		---------------			---------------
NET INCOME (LOSS)	$	306,047		$	(93,205)
		=========			=========
BASIC EARNINGS (LOSS) PER COMMON SHARE:	$	.01		$	(.00)
		=========			=========
Shares used in per share calculation		38,333,724			37,605,053
DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	.01		$	(.00)
		=========			=========
Shares used in per share calculation		49,162,529			37,605,053
The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
		SIX MONTHS ENDED
		Oct. 31,
	2003				2002
	(unaudited)				(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	306,047		$	(93,205)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operations -
Depreciation		44,696			44,655
Changes in assets and liabilities:
Accounts receivable		121,514			(269,843)
Inventories		(601,680)			(172,033)
Prepaid expenses and other current assets		10,009			(1,253)
Accounts payable		134,490			(68,798)
Customer deposits			-			-
Accrued liabilities		114,415			62,730
		--------------			--------------
Cash provided by (used in) operations		129,491			(497,747)
		--------------			--------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net		(30,662)			(6,721)
Advances for Indian Gaming Developments		35,906			381,369
Supplemental Type Certificates		(55,000)			-
		--------------			--------------
Cash provided by (used in) investing activities		(49,756)			374,648
		--------------			--------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under promissory note		(182,282)			211,971
Repayments of long-term debt and capital lease obligations		78,159			(281,138)
		--------------			--------------
Cash provided by (used in) financing activities		(104,123)			(69,167)
		--------------			--------------
NET INCREASE (DECREASE) IN CASH		24,388			(192,265)
CASH, beginning of period		378,255			357,149
		--------------			--------------
CASH, end of period	$	353,867		$	164,884
		========			========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	68,415		$	96,521
Income taxes paid		-			-
The accompanying notes are an integral part of these statements.

BUTLER NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2003. In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months and six months ended October 31, 2003 are not indicative of the results of operations that may be expected for the year ending April 30, 2004.

Certain reclassifications within the financial statement captions have been made to maintain consistency in presentation between years.

2. Indian Gaming: The Company is advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos. There is no assurance that the Company will be successful. The inability of the Company to recover these advances could have a material adverse effect on the Company's financial position and results of operations.

Advances to the tribes and for gaming developments are capitalized and recorded as receivables from the tribes. These receivables, shown as Advances for Indian Gaming Development on the balance sheet, represent costs to be reimbursed to the Company pending approval of Indian gaming in several locations. The Company has agreements in place which require payments to be made to the Company for the respective projects upon opening of Indian gaming facilities. Once gaming facilities have gained proper approvals, the Company will enter into note receivable arrangements with the tribe to secure reimbursement of advanced funds to the Company for the particular project. The Company currently has one note receivable shown as Note Receivable from Indian Gaming Development on the balance sheet.

Reserves are recorded for Indian Gaming Development costs that cannot be determined whether reimbursement from the Tribes will occur. We have agreements with the Tribes to be reimbursed for all costs incurred to develop gaming when the facilities are constructed and opened. Because the Stables represents the only operations opened, there is uncertainty as to whether reimbursement on all remaining costs that have been reserved will occur. It is the Company's policy therefore, to reduce the respective reserves as reimbursement from the Tribes is collected.

The Company has capitalized approximately $4,651,353 and $4,693,749 at October 31, 2003 and April 30, 2003 respectively, related to the development of Indian gaming facilities. Reserves of $2,718,928 were established for potentially unreimburseable costs. In the opinion of management, the net advances will be recoverable through the gaming activities. Current economic projections for the gaming activities indicate adequate future cash flows to recover the advances. In the event the Company and its Indian clients are unsuccessful in establishing such operations, these net recorded advances will be recovered through the liquidation of the associated assets. The Company has title to land purchased for Indian gaming. These tracts, currently owned by the Company, could be sold to recover costs in the projects.

3. Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year. Stock options are considered in the dilutive earnings per share calculation when they are not anti-dilutive.

4. Research and Development: The Company charges to operations research and development costs. The amount charged in the quarters ended October 31, 2003 and 2002 were approximately $416,118 and $290,808 respectively. The amount charged for the six months ended October 31, 2003 and 2002 were $729,008 and $595,148 respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
First half fiscal 2004 compared to first half fiscal 2003 The Company's sales for the six months ended October 31, 2003 were $4,387,083 compared to $2,773,553 for the six months ended October 31, 2002, an increase of 58%. Discussion of the specific changes by operation at each business segment follows: Aircraft Modifications: Sales from the Aircraft Modifications business segment including modified aircraft increased $1,130,247 (102.5%) from $1,102,420 in the first half of the prior fiscal year to $2,232,667 in the current first half of fiscal 2004. Second quarter operating income was $213,018 in fiscal 2004 compared to income of $43,735 in fiscal 2003. Our emphasis is on RVSM for the Learjet 20 series including the purchase, modification and resale of upgraded twenty-first century Learjets. Long-term we expect these efforts to enhance our position in the market and increase market share of all modification products. Avionics: Sales from the Avionics business segment were $813,197 for the six months ended October 31, 2003 compared to $446,077 in the comparable period of the preceding year, an increase of 82.3%. The increase resulted from an increase in Defense Military related Classic Aviation products sales and aviation safety products. We expect to see the increase in avionic sales continue during the third and fourth quarters. Operating loss for the six months ended October 31, 2003, were $(20,667) compared to a loss of $(54,835) for the six months ended October 31, 2002. Defense and Military related Classic Avionics products are being designed, manufactured and sold to military aircraft manufacturers. Management expects this business segment to continue to increase in future years due to the additional new Classic Aviation Products. SCADA Systems and Monitoring Services: Sales from the Scada Systems and Monitoring Services business segment for the six months ended October 31, 2003 were $577,754 compared to sales of $583,452 for the comparable period of the prior year a decrease of 1.0%. Operating profit for the six months was $131,785 compared to $139,839 for the six months ended October 31, 2002. Revenue fluctuates due to the introduction of new products and services and related installations of these products. The Company's contracts with its two largest customers have been renewed for fiscal 2004. The Company believes the service business of this segment will continue to grow at a moderate rate. Temporary Services: BTS provides managed temporary personnel to corporate clients to cover personnel shortages on a short and/or long term basis. This service is being marketed in Kansas and Missouri. Currently, this Company is inactive. Management Services: Management consulting and professional services sales for the six months ended October 31, 2003 were $593,259 compared to $556,052 in the comparable period of the preceding year, an increase of 6.7%. Professional Services:We provide as a management service licensed architectural and structural engineering services through our subsidiary, BCS Design, Inc. These services include commercial and industrial building design, graphic representation, engineering and construction management. Selling, General and Administrative (SG&A): Expenses in the six months ended October 31, 2003, were $1,317,350 (30% of sales) compared to $1,159,477 (42% of sales) for the six months ended October 31, 2002, an increase of $157,873. Other Income (Expense): Interest expense for the six months ended October 31, 2003, decreased $28,106 from $96,521in the first half of the prior year to $68,415. The Company continues to use its line of credit to maintain operations. The Company employed 61 at October 31, 2003 and 54 at October 31, 2002.
EARNINGS The Company recorded income of $306,047 in the six months ended October 31, 2003. This is comparable to a loss of $93,205 in the six months ended October 31, 2002. Income (Loss) per share is $0.01 and $(0.00) for the six months ending October 31, 2003, and October 31, 2002, respectively. LIQUIDITY AND CAPITAL RESOURCES Borrowed funds have been used primarily for working capital. Bank (Industrial State Bank) debt related to the Company's operating line was $198,200 at October 31, 2003, and was $380,020 at October 31, 2002. The Company's unused line of credit was approximately $301,800 as of October 31, 2003 and approximately $119,980 as of October 31, 2002. The interest rate on the Company's line of credit is prime plus two (with a floor of 7%). As of December 5, 2003, the interest rate is 7.0%. The Company plans to continue using the promissory notes payable to fund working capital. The promissory notes range from one hundred eighty days to three hundred sixty five days. The Company believes the extensions will continue and does not anticipate the repayment of these notes in fiscal 2004. The extension of the promissory notes-payable is consistent with prior years. If the Bank were to demand repayment of the notes payable the Company currently does not have enough cash to pay off the notes without materially adversely affecting the financial condition of the Company. The Company does not, as of October 31, 2003 have any material commitments for other capital expenditures other than the terms of the Indian gaming Management Agreements. Depending upon the development schedules, the Company will need additional funds to complete its currently planned Indian gaming opportunities. The Company will use current cash available as well as additional funds, for the start up and construction of gaming facilities. The Company anticipates initially obtaining these funds from internally generated working capital and borrowings. After a few gaming facilities become operational, gaming operations will generate additional working capital for the start up and construction of other gaming facilities. The Company expects that its start up and construction financing of gaming facilities will be replaced by other financial lenders, long term financing through debt issue, or equity issues. FORWARD LOOKING INFORMATION The information set forth below includes "forward-looking" information as outlined in the Private Securities Litigation Reform Act of 1995. The Cautionary Statements, filed by the Company as Exhibit 99 to its Form 10-K, are incorporated herein by reference and you are specifically referred to such Cautionary Statements for a discussion of factors which could affect the Company's operations and forward-looking statements contained herein. Part I Item 3: Quantitative and Qualitative Disclosures about Market Risk. None Part I Item 4 Controls and Procedures. We maintain a set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to the filing of this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective. Subsequent to our evaluation, there were no significant changes in internal controls or other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION Responses to items 1, 3, and 5 are omitted since these items are either inapplicable or the response thereto would be negative.
Item 2	Changes in Securities None
Item 4	Submission of Matters to Vote of Security Holders None
Item 6	Exhibits and reports on Form 8-K. (A) Exhibits.
	3.1 Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of the Company's Form DEF 14A filed on December 26, 2001.
	3.2 Bylaws, as amended, are incorporated by reference to Exhibit 3.2 of the Company's Form DEF 14A filed on December 26, 2001.
	99 Exhibit Number 99.
	Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2003.
	27.1 Financial Data Schedule (EDGAR version only). Filed herewith.
	The Company agrees to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission.
	(B) Reports on Form 8-K. The Company reported on August 26, 2003 on Form 8-K under Item 5 that they issued a press release announcing a new low cost monitoring and control system for public and private facilities The Company reported on September 10, 2003 on Form 8-K under Item 12 and Item 7 that they issued a press release regarding the filing of Butler National Corporation's quarterly report on Form 10-Q with the Securities and Exchange Commission for the period ending July 31, 2003. The Company reported on September 22, 2003 on Form 8-K under Item 5 and Item 7 that they issued a press release announcing the approval of a five year extension on their Management contract with the Stables. The Company reported on September 29, 2003 on Form 8-K under Item 5 and Item 7 that they issued a press release announcing that Avcon Industries, Inc., a subsidiary of Butler National Corporation, received FAA certification for Reduced Vertical Separation Minimums (RVSM) equipment in Lear 20 Series aircraft 25D-330. The Company reported on October 14, 2003 on Form 8-K under Item 5 and Item 7 that they issued a press release announcing that Avcon Industries, Inc., a subsidiary of Butler National Corporation, had a very successful exposition at the National Business Aviation Association (NBAA) show in Orlando, Florida. The Company reported on October 29, 2003 on Form 8-K under Item 5 and Item 7 that they issued a press release announcingits Defense Contracting & Electronics segment in Tempe, AZ, was awarded a contract for up to $2 million from Alliant Techsystems, Inc., Mesa, AZ.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
	BUTLER NATIONAL CORPORATION (Registrant)
December 12, 2003 Date	/S/ Clark D. Stewart Clark D. Stewart (President and Chief Executive Officer)
December 12, 2003 Date	/S/ Angela D. Seba Angela D. Seba (Chief Financial Officer)

CERTIFICATIONS
I, Clark D. Stewart, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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 represent 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 we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying 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 function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying 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: December 12, 2003	/s/ Clark D. Stewart Clark D. Stewart President and CEO

CERTIFICATIONS
I, Angela D. Seba, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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 represent 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 we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying 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 function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying 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: December 12, 2003	/s/ Angela D. Seba Angela D. Seba Chief Financial Officer