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<SEC-DOCUMENT>0001010549-03-000287.txt : 20030520
<SEC-HEADER>0001010549-03-000287.hdr.sgml : 20030520
<ACCEPTANCE-DATETIME>20030520160841
ACCESSION NUMBER:		0001010549-03-000287
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030520

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GREENBRIAR CORP
		CENTRAL INDEX KEY:			0000105744
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SKILLED NURSING CARE FACILITIES [8051]
		IRS NUMBER:				752399477
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08187
		FILM NUMBER:		03712649

	BUSINESS ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9724078400

	MAIL ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75204

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MEDICAL RESOURCE COMPANIES OF AMERICA
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WESPAC INVESTORS TRUST
		DATE OF NAME CHANGE:	19900605
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>green10q033103.txt
<TEXT>
_
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)

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

                       For the period ended March 31, 2003

                                       OR

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

                          Commission file number 0-8187

                             Greenbriar Corporation
             (Exact name of Registrant as specified in its charter)

                      Nevada                                   75-2399477
          (State or other jurisdiction of                     (IRS Employer
          Incorporation or organization)                   Identification No.)

  14185 Dallas Parkway, Suite 650, Dallas, Texas                  75254
     (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (972) 407-8400

Securities registered pursuant to Section 12(b) of the Act:
                                                          Name of Each Exchange
      Title of Each Class                                 on Which Registered
      -------------------                                 -------------------
 Common Stock, $.01 par value                            American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 12 months (or for such shorter  period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                 YES [X] NO [ ]

At May 13, 2003, the issuer had outstanding  approximately 343,900 shares of par
value $.01 Common Stock.



<PAGE>

                             GREENBRIAR CORPORATION
                     Index to Quarterly Report on Form 10-Q
                           Period ended March 31, 2003


PART I: FINANCIAL INFORMATION..................................................3

   ITEM 1: FINANCIAL STATEMENTS................................................3
      CONSOLIDATED BALANCE SHEETS..............................................3
      CONSOLIDATED STATEMENTS OF CASH FLOW.....................................6
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...............................7
   ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS........................................11
      THREE-MONTH PERIOD ENDED MARCH 31, 2003OMPARED TO THREE-MONTH
        PERIOD ENDED MARCH 31, 2002...........................................11
      FORWARD LOOKING STATEMENTS..............................................13
   ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RATE.........14
   ITEM 4: CONTROLS AND PROCEDURES............................................14

PART II: OTHER INFORMATION....................................................15

   SIGNATURES.................................................................15

EXHIBIT 99.2..................................................................17

   CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
   ACT OF 2002...............................................................17



















                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS

                             Greenbriar Corporation
                           Consolidated Balance Sheets
                             (Amounts in thousands)

                                                  March 31,        December 31,
Assets                                              2003              2002
                                                 (Unaudited)
                                                 ------------      ------------

Current Assets
       Cash and cash equivalents                 $        166      $        661
       Accounts receivable-trade                           35                22
       Notes receivable                                 1,238             1,238
       Other current assets                               220               323
                                                 ------------      ------------


              Total Current Assets                      1,659             2,244

Notes receivable, from sale of properties               7,997             7,997
       Less deferred gains                             (6,127)           (6,127)
                                                 ------------      ------------
                                                        1,870             1,870

Deferred income tax benefit                             1,161             1,161

Property and equipment, at cost
       Land and improvements                              678               678
       Buildings and improvements                       6,850             6,850
       Equipment and furnishings                        1,432             1,387
                                                 ------------      ------------
                                                        8,960             8,915
              Less accumulated depreciation             2,344            (2,282)
                                                 ------------      ------------
                                                        6,616             6,633

Deposits                                                  327               311

Other Assets                                              391               405
                                                 ------------      ------------

                                                 $     12,024      $     12,624
                                                 ============      ============



                                       3
<PAGE>
<TABLE>
<CAPTION>



                             Greenbriar Corporation
                     Consolidated Balance Sheets - Continued
                             (Amounts in thousands)

                                                             March 31,     December 31,
Liabilities and Stockholders' Equity                           2003           2002
                                                            (Unaudited)
                                                           ------------    ------------
<S>                                                        <C>             <C>
Current Liabilities
       Current maturities of long-term debt                $         85    $        113
       Accounts payable - trade                                     177             405
       Accrued expenses                                             346             367
       Other current liabilities                                    541             668
                                                           ------------    ------------

              Total Current Liabilities                           1,149           1,553

Long-term debt                                                    8,521           8,479

Investment in Affiliate                                              28              46

 Deferred Gain                                                      740             740

Other long term liabilities                                         497             455
                                                           ------------    ------------

              Total Liabilities                                  10,935          11,273


Stockholders' Equity
       Preferred stock                                                1               1
       Common stock $.01 par value; authorized,
       100,000 shares; 359 shares issued and outstanding             72              72
       Additional paid-in capital                                54,923          54,923
       Accumulated deficit                                      (53,907)        (53,645)
                                                           ------------    ------------

                                                                  1,089           1,351


                                                           $     12,024    $     12,624
                                                           ============    ============
</TABLE>



                                       4
<PAGE>

                             Greenbriar Corporation
                      Consolidated Statements of Operations
                  (Amounts in thousands, except per share data)

                                                           For The Three Month
                                                              Period Ended
                                                                March 31,
                                                           2003           2002
                                                              (Unaudited)
Revenue
       Assisted living operations                        $ 1,070        $ 1,327

Operating expenses

       Assisted living operations                            632            638
       Lease expense                                         413            377
       Depreciation and amortization                          79            121

       Corporate, general and
              administrative                                 142            431
                                                         -------        -------
                                                           1,266          1,567
                                                         -------        -------

              Operating income (loss)                       (196)          (240)

Other income (expense)
       Interest income                                        54            161
       Interest expense                                     (196)          (229)
       Equity in net income (loss) of
              affiliated partnership                          18           (121)
       Other                                                  58           --
                                                         -------        -------

                                                             (66)          (189)
                                                         -------        -------

       Loss from continuing operations                      (262)          (429)

Discontinued operations
          Loss from operations
                                                                            (29)
                                                         -------        -------


                                                         -------        -------
       NET (LOSS)                                        $  (262)       $  (458)
                                                         =======        =======

Net loss per common share -
       basic and diluted                                 $  (.76)       $ (1.28)

Weighted average number
        of common and equivalent
        shares outstanding                                   344            359



                                       5
<PAGE>
<TABLE>
<CAPTION>

                             Greenbriar Corporation
                      Consolidated Statements Of Cash Flow
                             (Amounts in thousands)

                                                              For the three month
                                                             Period Ended March 31,
                                                                2003         2002
                                                             ---------    ---------
                                                            (Unaudited)  (Unaudited)
<S>                                                          <C>          <C>

Cash flows from operating activities
       Net loss                                              $    (262)   $    (458)
       Adjustments to reconcile net loss to net
          cash used in operating activities
              Depreciation and amortization                         79          331
              Loss (Gain) from affiliate                           (18)         121


              Changes in operating assets and liabilities
                 Accounts receivable                               (13)         121
                 Other current and non current assets               84           38
                 Accounts payable and other liabilities           (334)        (465)
                                                             ---------    ---------

              Net cash used in operating activities               (464)        (312)
                                                             ---------    ---------
Cash flows provided by (used in) investing activities
       Purchase of property and equipment                          (45)         (48)
                                                             ---------    ---------

              Net cash provided by (used in) investing
                    Activities                                     (45)         (48)

Cash flows from financing activities
       Payments on debt                                            (14)        --
       Borrowings                                                 --            179
                                                             ---------    ---------

              Net cash provided by (used in) financing
                   activities                                      (14)         179
                                                             ---------    ---------

              Net increase (decrease) in cash and
                   cash equivalents                               (495)        (181)

       Cash and cash equivalents at beginning of period            661        1,246
                                                             ---------    ---------

       Cash and cash equivalents at end of period            $     166    $   1,065
                                                             =========    =========
</TABLE>



                                       6
<PAGE>

                   Notes To Consolidated Financial Statements
          For the Unaudited Three Months Ended March 31, 2003 and 2002

Note A: Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Greenbriar   Corporation  and  its   majority-owned   subsidiaries
(collectively,  "the Company").  All significant  intercompany  transactions and
accounts have been eliminated.

The  statements  have  been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to  Form  10-Q  and,  accordingly,  do  not  include  all  of  the
information and footnotes required by generally accepted accounting  principles.
These  financial  statements  have not been  examined by  independent  certified
public  accountants,   but  in  the  opinion  of  management,   all  adjustments
(consisting of normal recurring  accruals)  necessary for a fair presentation of
consolidated  results  of  operations,   consolidated   financial  position  and
consolidated  cash flows at the dates and for the periods  indicated,  have been
included.

Operating  results  for the  three-month  period  ended  March 31,  2003 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2003. For further information,  refer to the consolidated financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 2002.




Note B: Notes Receivable and Deferred Gain From Sale Of Property

As a  result  of the  sale of  three  communities  in  2001  the  Company  holds
tax-free-notes  in the amount of $6,437,000  bearing interest at 9.5%. The notes
mature on April 1, 2032, March 20, 2037 and August 1, 2031 respectively.

The  repayment  of the  notes  is  limited  to the cash  flow of the  respective
communities either from operations,  refinance or sale. The Company has deferred
gains in the amount of $6,127,000.  The deferred gains and interest  income will
be recognized as cash is received.




Note C: Affiliated Partnerships


In October 2001,  the Company became a 56% limited  partner in Corinthians  Real
Estate Investors LP (CREI), a partnership formed to acquire two properties.  The
general  partner is a limited  liability  corporation  whose  sole  member is W.
Michael  Gilley,  the son of the former CEO of the company.  Sylvia  Gilley,  W.
Michael  Gilley's  mother,  has a 25.9% interest,  the general partner has a .1%
interest,  the Company's chief financial officer has a 10.5% interest, and other
employees of the Company have interests  aggregating  7.5%. In October 2001, the
Partnership acquired a retirement community for approximately  $9,100,000 and in
January  2002,  it acquired  an  assisted  living  community  for  approximately
$2,800,000.


                                       7
<PAGE>

The Company  issued a $1,600,000  note to the seller as partial  payment for the
purchase of the retirement community. CREI gave the Company a $1,600,000 note in
consideration  for payment of that amount of the purchase price.  The balance of
the purchase price was funded by CREI's borrowings from a third party.

In September  2002 CREI sold its two  properties for cash and notes and paid off
its  third  party  debt.  As part of the  proceeds,  CREI  received  a note  for
$1,600,000  due  September  30,  2004 which was  transferred  to the  Company in
satisfaction of its $1,600,000 note receivable from CREI. CREI also assigned the
Company a $400,000  participation  in another  note due  September  30,  2004 in
payment of other CREI debt to the Company.

The Company transferred the $1,600,000 note it received to the original owner of
the  retirement  community  in payment of the  Company's  $1,600,000  debt.  The
Company guaranteed payment of the $1,600,000 note.

CREI  recognized a gain of $1,322,000.  The Company has deferred  recognition of
its $740,000 share of the gain because of the aforementioned  guaranty. CREI has
deferred a gain of $994,000 that will be recognized on the  installment  method.
The  Company  will  realize its  $557,000  (56%)  portion of the  $994,000 as it
receives proceeds.






















                                       8
<PAGE>

Following are unaudited, condensed financial statements of CREI (in thousands):


                                  Balance Sheet
                                 March 31, 2003

          Current assets                                   $        96
          Other assets                                             152
          Notes receivable                                         994
                                                           -----------

                                                           $     1,242

          Current liabilities                              $        70
          Other liabilities                                        157
          Deferred gain                                            994
                                                           -----------
                                                                 1,221
          Partners' equity                                          21
                                                           -----------

                                                           $     1,242







                            Statement of Operations
                       Three months ended March 31, 2003

          Revenue                                          $       33
          Expenses                                                  1
                                                           ----------

          Net Income                                       $       32
                                                           ----------

















                                       9
<PAGE>
<TABLE>
<CAPTION>

Note D: Long-Term Obligations

Long-term debt is comprised of the following (in thousands):

                                                           March 31,      December 31,
                                                             2003             2002
                                                         ------------     ------------
<S>                                                      <C>              <C>
Notespayable to financial institutions maturing
     through 2015; fixed and variable interest rates
     ranging from 5.25% to 10.50%; collateralized by
     property, fixtures, equipment and the
     assignment of rents                                 $      3,937     $      3,956

Notespayable to individuals and companies
     maturing through 2023; variable and fixed
     interest rates ranging from 7% to 8.75%
     collateralized by real property, personal
     property, fixtures, equipment and the
     assignment of rents                                        1,753            1,753

Notes payable to Sylvia M. Gilley, bearing interest
     at 10% and maturing on July 1, 2004                        2,255            2,255

Notespayable to current and former executive
     officers, non interest bearing at 8.5% and
     maturing on December 31, 2004, net of discount
     of $227 and $260 respectively, representing
     interest imputed at 8.5%                                     631              598


Other                                                              30               30
                                                         ------------     ------------
                                                                8,606            8,592

     Less: current maturities                                      85              113
                                                         ------------     ------------
                                                         $      8,521     $      8,479
</TABLE>

As  discussed  in Note C the  company  is  guarantor  of debt in the  amount  of
$1,600,000.




Note E - Discontinued Operations and Sales of Real Estate

In October 2001, the Financial  Accounting  Standards  Board (the "FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supersedes  FASB
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions
for  disposals  of a segment of a business as  addressed  in APB Opinion No. 30,


                                       10
<PAGE>

"Reporting  the  Results of  Operations-Reporting  the  Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions." SFAS No. 144 establishes a single accounting model for
long-lived assets to be disposed of by sale and addresses various implementation
issues  of SFAS No.  121.  In  addition,  SFAS No.  144  extends  the  reporting
requirements of discontinued  operations to include components of an entity that
has either been disposed of or classified as held for sale. The Company  adopted
SFAS No. 144 as of January 1, 2002.

During  2002,  the Company  disposed of six  communities.  Revenues  for the six
communities for the three months ended March 31, 2002 was $1,888,000.

Pursuant to SFAS No. 144, the results of operations for the six  communities has
been  reclassified to  Discontinued  Operations for the three months ended March
31, 2002.


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


Overview

As of March 31,  2003,  the Company owns or leases  three  communities  in three
states with a capacity of 257 residents,  consisting of two communities that are
owned and one that is leased. In addition the Company owns one community that is
operated by an independent third party with a capacity of 41 residents.

Since 1996 the  Company  has  owned,  leased and  operated  assisted  living and
retirement  communities throughout the United States. During that period of time
the Company has both acquired and sold over seventy  communities.  The acquiring
and  disposing  of its  real  estate  assets  has been an  integral  part of the
Company's business.

During the past year the  Company's  business  strategy  has evolved into one of
focusing on the real estate component and reducing its operating activities. The
Company's  objective is to become an investor in various  entities,  principally
partnerships,  whose intent is to acquire  properties and either sell,  lease or
enter into joint venture  agreements  with third party operators with respect to
these properties


Three-month  period ended March 31, 2003  compared to  three-month  period ended
March 31, 2002.


Revenues and Operating Expenses from Assisted Living Operations

Revenues were  $1,070,000  for the three months ended March 31, 2003 as compared
to $1327,000  for the three months  ended March 31,  2002.  Community  operating
expenses, which consist of assisted living community expenses, lease expense and
depreciation and amortization,  were $1,124,000 for the three months ended March
31, 2003 as compared to $1,136,000 for the three months ended March 31, 2002.


                                       11
<PAGE>

Included in revenue and operating expenses for 2002 are $240,000 and $165,000
respectively which pertain to one community that was contributed to an
unconsolidated partnership in May 2002. The partnership was subsequently sold.



The  Company  owned a  community  which it leased to a third  party  during  the
three-month  period ended March 31, 2002. The lease expired in November 2002 and
the Company  operated the Community during the three months ended March 31 2003.
The revenues and  operating  expenses  included for this  community in 2003 were
$115,000 and $161, 000 respectively

During  the  three  months  ended  March  31,  2002 the  Company  managed  three
communities  for a third  party.  The  management  fees  recorded  in 2002  were
$110,000. The Company did not manage properties for third parties during 2003.

Corporate General and Administrative Expenses

General and  administrative  expenses  were  $142,000 for the three months ended
March 31, 2003  compared to $431,000  for the three months ended March 31, 2002.
During  the later part of 2001 and 2002 the  Company  sold,  leased or  disposed
twenty-six communities. The decrease in the corporate general and administrative
expenses is  primarily a result of a decrease  in salaries  and related  payroll
expenses.  Due to the  reduction  in the number of  communities  operated by the
Company,  the  number  of  employees  on the  corporate  staff was  reduced.  In
addition, due to having less communities, expenses such as travel, communication
costs and general operating costs were reduced.

Interest Income

Interest income decreased to $54,000 for the three months ended March 31, 2003
as compared to $161,000 for the three months ended March 31, 2002. Interest for
2002 includes $117,000 received from the notes receivable from the sale of
properties. As discussed in Note B, the interest from these notes is recorded
when a payment is received. The Company did not receive an interest payment for
the notes during the three months ended March 31, 2003.
















                                       12
<PAGE>

Interest Expense

Interest expense decreased to $196,000 for the three months ended March 31, 2003
as compared to $229,000 for the three  months ended March 31, 2002.  In December
the Company  borrowed  $1,700,000 at 12% interest which represents an additional
$51,000 in 2003 when compared to 2002.

In  May  2002  the  Company  contributed  one  community  to  an  unconsolidated
partnership.  Interest  expense for that  community was $55,000 during the three
months ended March 31,  2002.  In November  2002,  the Company  transferred  the
partnership to Sylvia Gilley, wife of the former CEO of the Company, and reduced
the debt due to Mrs. Gilley by $1,120,000 and extending the due date of the note
by one year to June 30, 2004. This reduction in debt reduced interest expense by
an additional $28,000 in 2003 as compared to 2002.

Equity in Net Income (Loss) of Affiliated Partnership

During the quarter  ended  March 31,  2002 CREI  operated  two  properties.  The
Company's share of the operating losses was ($121,000). CREI sold its properties
in September 2002 and, as part of the proceeds,  received notes.  The collection
of the  notes  and  interest  thereon  is the only  remaining  operation  of the
partnership.  For the three months ended March 31, 2003 the Company's portion of
the CREI's earnings was $18,000.

Other Income (Expense)

Other  Income  (expense)  for the three months ended March 31, 2003 was $58,000.
The majority of that amount was proceeds  from the  settlement of a legal action
brought by the Company.



Liquidity and Capital Resources

At March 31,  2003,  the Company had current  assets of  $1,659,000  and current
liabilities of $1,149,000.

Operating  activities  used  $464,000 of cash in 2003 and $312,000 in 2002.  The
decrease  in cash  used  in 2003 as  compared  to  2002  was the net  result  of
decreased cash for certain working capital accounts.

Investing  Activities  used $45,000 of cash in 2003 and $48,000 of cash in 2002.
The use of cash was for purchases of equipment at the various  Communities owned
by the Company

Financing  activities used $14,000 in cash in 2003 and provided $179,000 in cash
in 2002. In 2002 the Company had increased net  borrowings of $179,000  while in
2003 the Company had no additions in debt.



It is anticipated that the Company will acquire  additional  properties  through
investments  in  third  party  entities  which,  for  the  most  part,  will  be


                                       13
<PAGE>

partnerships.  The Company may or may not be the controlling  party with respect
to these  investments.  It is  anticipated  that the senior  officers will bring
potential  acquisitions  and  financing  to  the  Company.  The  Company  has no
obligation to participate.



Future  acquisitions  by the Company are dependent  upon  obtaining  capital and
financing  through  various  means,  including  financing  obtained  from loans,
sale/leaseback  transactions,  long-term  state bond  financing,  debt or equity
offerings and, to the extent  available,  cash generated from operations.  There
can be no assurance that the Company will be able to obtain adequate  capital to
finance its projected growth.


Forward Looking Statements

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  A number of the matters and subject  areas  discussed in this filing that
are not  historical or current facts deal with potential  future  circumstances,
operations,  and prospects.  The discussion of such matters and subject areas is
qualified  by  the  inherent   risks  and   uncertainties   surrounding   future
expectations   generally,   and  also  may  materially  differ  from  Greenbriar
Corporation's actual future experience involving any one or more of such matters
and subject  areas  relating to interest  rate  fluctuations,  ability to obtain
adequate debt and equity financing, demand, pricing, competition,  construction,
licensing,  permitting,  construction delays on new developments contractual and
licensure, and other delays on the disposition,  transition, or restructuring of
currently or previously  owned,  leased or managed  communities in the Company's
portfolio,  and the ability of the Company to  continue  managing  its costs and
cash flow while maintaining high occupancy rates and market rate assisted living
charges in its assisted living communities. Greenbriar Corporation has attempted
to identify, in context,  certain of the factors that they currently believe may
cause  actual  future   experience   and  results  to  differ  from   Greenbriar
Corporation's  current  expectations  regarding  the relevant  matter of subject
area.  These and other risks and  uncertainties  are  detailed in the  Company's
reports  filed with the  Securities  and Exchange  Commission  (SEC),  including
Greenbriar  Corporation's  Annual Reports on Form 10-K and Quarterly  Reports on
Form 10-Q.




ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------------------------------------------------------------------

Nearly  all of the  Company's  debt is  financed  at fixed  rates  of  interest.
Therefore  the  Company has  minimal  risk from  exposure to changes in interest
rates.




ITEM 4: CONTROLS AND PROCEDURES
- -------------------------------

The Company  maintains a set of disclosure  controls and procedures and internal
controls  designed to ensure that  information  required to be  disclosed in the
Company's  filings  under  the  Securities  Exchange  Act of 1934  is  recorded,
processed,  summarized  and  reported  within the time period  specified  in the
Securities and Exchange  Commission rules and forms. Our principal executive and
financial officer has evaluated our disclosure control 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.

There were no significant  changes in the Company's internal controls or, to its
knowledge,  in other  factors  that could  significantly  affect its  disclosure
controls and procedures subsequent to the Evaluation Date.



                                       14
<PAGE>

                           PART II: OTHER INFORMATION


ITEMS 1-6:   ARE NOT APPLICABLE.
- --------------------------------








SIGNATURES
- ----------

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


                                                         Greenbriar Corporation


Date: May 20, 2002                                  By:  /s/ Gene S. Bertcher
                                                         -----------------------
                                                         Chief Executive Officer
                                                         Chief Financial Officer

























                                       15
<PAGE>

                             GREENBRIAR CORPORATION
                                 MARCH 31, 2003


                                 CERTIFICATIONS


I, Gene S. Bertcher,  Chief  Executive  Officer and Chief  Financial  Officer of
Greenbriar Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Greenbriar  Corporation
("Registrant");

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4. I am 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 annual 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 annual
report (the "Evaluation Date"); and

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

5. I have disclosed,  based on our most recent  evaluation,  to the Registrant's
auditors and the audit committee of the Registrant's board of directors:

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. I have indicated in this annual 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.


                           /S/   Gene S. Bertcher
                           ---------------------------------
                                 Chief Executive Officer
                                 Chief Financial Officer
                                 May 20, 2002













                                       16


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>green10qex992033103.txt
<DESCRIPTION>CERTIFICATION OF CEO AND CFO
<TEXT>

                                  EXHIBIT 99.2


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
- -----------------------------------------------------------------------


In  connection  with the filing of the  Annual  Report on Form 10-K for the Year
Ended December 31, 2002 (the "Report") by Greenbriar Corporation ("Registrant"),
the undersigned hereby certifies that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, and

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



                            /S/   Gene S. Bertcher
                            ---------------------------------
                                  Chief Executive Officer
                                  Chief Financial Officer
                                  May 20, 2002





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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