Cirmaker Technology 10QSB/A 2003 Q0 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB/A

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period endedJanuary 31, 2003

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number:333-70156

CIRMAKER TECHNOLOGY CORPORATION

(Exact name of Small Business Issuer as specified in its charter)

Nevada 98-0228169

(State or other jurisdiction of (IRS Employer

incorporation ) Identification No.)

2300 W. Sahara Ave., Suite 500A

Las Vegas, NV_______ 89102____

(Address of principal executive offices (Zip Code)

Issuer’s telephone number, including area code(702) 312-6255

Wrestle-plex Sports Entertainment Group, Ltd.

#314-837 West Hastings Street, Vancouver, B.C. V6C 1B6

(Former name, former address and former fiscal year, if changed since last report)

Check 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 preceding 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 [X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:15,008,000shares of Common Stock as of January 31, 2003.

	1

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying un-audited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended January 31, 2003 are not necessarily indicative of the results that can be expected for the year ending July 31, 2003.

	2

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

JANUARY 31, 2003

(Stated in U.S. Dollars)

(Unaudited)

	F1

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)

JANUARY 31 &nbs p; JULY 31
	2003			2002

ASSETS

Current
Cash	$	-		$	1,009
Prepaid expenses		-			2,860

					3,869

Property And Equipment		-			4,336
Website Development Costs		-			1,713
Intangible Assets		-			684

	$	-		$	10,602

LIABILITIES

Current
Accounts payable	$	48,355		$	18,670
Loans payable		81,690			32,804

		130,045			51,474

SHAREHOLDERS’ DEFICIENCY

Share Capital
Authorized:
100,000,000 common shares, par value $0.001 per share
50,000,000 preferred shares, par value $0.001 per share

Issued and outstanding:
15,008,000 common shares		15,008			15,008

Additional paid-in capital		16,992			16,992

Deficit Accumulated During The Development Stage		(162,045	)		(72,872	)

		(130,045	)		(40,872	)

	$	-		$	10,602

	F2

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT

(Stated in U.S. Dollars)

(Unaudited)

; INCEPTION
JUNE 1
THREE MONTHS ENDED					SIX MONTHS ENDED				2000 TO
JANUARY 31					JANUARY 31				JANUARY 31
	2003		2002		2003		2002		2003


Expenses
Depreciation and amortization	$	663	$	485	$	1,326	$	842	$	5,407
Consulting		-		-		1,272		-		15,107
Professional fees		95,783		6,848		101,966		14,163		148,262
Office and sundry		-		38		1,849		373		6,645
Travel		-		-		-		-		3,864


Loss Before The Following		96,446		7,371		106,413		15,378		179,285

Gain On Sale Of Assets		(17,240)		-		(17,240)		-		(17,240)


Net Loss For The Period		79,206		7,371		89,173		15,378		$162,045


Deficit Accumulated During The Development Stage, Beginning Of Period		82,839		31,855		72,872		23,848


Deficit Accumulated During The Development Stage, End Of Period	$	162,045	$	39,226	$	162,045	$	39,226



Net Loss Per Share		$(0.01)		$(0.01)		$(0.01)		$(0.01)



Weighted Average Number Of Common Shares Outstanding		15,008,000		15,008,000		15,008,000		15,008,000

	F3

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

	THREE			SIX			INCEPTION
	MONTHS			MONTHS			JUNE 1
	ENDED			ENDED			2000 TO
	JANUARY 31			JANUARY 31			JANUARY 31
	2003			2003			2003
Cash Flows From Operating Activities
Net loss for the period	$	(79,206	)	$	(89,173	)	$	(162,045	)

Adjustments To Reconcile Net Loss To Net Cash From Operating Activities
Gain on sale of assets		(17,240	)		(17,240	)		(17,240	)
Accounts payable		29,353			29,685			48,355
Depreciation and amortization		663			1,326			5,407

		(66,430	)		(75,402	)		(125,523	)

Cash Flows From Financing Activities
Common stock issued		-			-			22,000
Loans payable		40,488			48,886			81,690
Proceeds on sale of assets		25,942			25,942			25,942

		66,430			74,828			129,632

Cash Flows From Investing Activities
Website development costs		-			-			(2,570	)
Purchase of capital assets		-			-			(1,104	)

		-			-			(3,674	)

Increase (Decrease) In Cash		-			(574	)		435

Cash, Beginning Of Period		435			1,009			-

Cash, End Of Period	$	435		$	435		$	435

	F4

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

1. BASIS OF PRESENTATION

The unaudited financial statements as of January 31, 2003 included herein have been prepared without audit pursuant to the rules

and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in

financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or

omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring

accruals)considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in

conjunctionwith the July 31, 2002 audited financial statements and notes thereto.

2. NATURE OF OPERATIONS

a. Organization

The Company was incorporated in the state of Nevada, U.S.A. on June 1, 2000.

b. Going Concern

Since inception, the Company has suffered recurring losses and net cash outflows from operations. Since its inception, the

Company has funded operations through common stock issuances and related party loans in order to meet its strategic

objectives. Management believes that sufficient funding will be available to meet its business objectives, including anticipated

cash needs for working capital, and is currently evaluating several financing options. However, there can be no assurance

that the Company will be able to obtain sufficient funds to continue the development of and, if successful, to commence the

business operations under development. As a result of the foregoing, there exists substantial doubt about the Company’s

ability to continue as a going concern. These financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in

the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the

preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful

judgement.

	F5

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES(Continued)

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and

within the framework of the significant accounting policies summarized below:

a. Development Stage Company

The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7.

The Company is devoting substantially all of its present efforts to establish a new business and none of its planned

principal operations have commenced. All losses accumulated since inception have been considered as part of the

Company’sdevelopment stageactivities.

b. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management

to makeestimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent

assetsand liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the

reporting period. Actual results could differ from these estimates.

c. Property and Equipment

Property and equipment comprises wrestling equipment and sound system equipment which are recorded at cost, and

depreciatedusing the straight line method over their estimated useful lives as follows:

Wrestling equipment – five years

Sound system equipment – five years

Computer equipment – three years

d. Intangible Assets

Intangibles, which comprise the rights to the Company logo and website domain names, are recorded at cost, and

amortized over the estimated useful life of three years.

	F6

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES(Continued)

e) Software Development Costs

Software development costs represent capitalized costs of design, configuration, coding, installation and testing of the

Company’s website up to its initial implementation. Upon implementation, the asset will be amortized to expense over its

estimated useful life of three years using the straight-line method. Ongoing website post-implementation costs of operation,

including training and application maintenance, will be charged to expense as incurred.

f) Income Taxes

The Company has adopted Statement of Financial Accounting Standards No. 109 – “Accounting for Income Taxes” (SFAS

109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income

taxes. If it is more likely than not that some portion or all if a deferred tax asset will not be realized, a valuation allowance is

recognized.

g) Stock Based Compensation

The Company measures compensation cost for stock based compensation using the intrinsic value method of accounting as

prescribed by A.P.B. Opinion No. 25 – “Accounting for Stock Issued to Employees”. The Company has adopted those

provisions of Statement of Financial Accounting Standards No. 123 – “Accounting for Stock Based Compensation”, which

requiredisclosure of the pro-forma effect on net earnings and earnings per share as if compensation cost had been

recognized based upon the estimated fair value at the date of grant for options awarded.

h) Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable and loans payable.

Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks

arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless

otherwise noted.

	F7

WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

4. SHARE CAPITAL

The Company has entered into a stock purchase agreement pursuant to which the purchaser will purchase a minimum of

2,500,000 common shares and a maximum of 10,000,000 common shares at $2.00 per share. The minimum purchase of

2,500,000 common shares is to be completed by March 31, 2003.

5. ACQUISITION AGREEMENT

Pursuant to a stock purchase agreement, dated December 3, 2002, as amended, the Company has agreed to purchase a

minimum of 80% of the issued and outstanding shares of Cirmaker Industry Co. Ltd. (“Cirmaker”), incorporated under the

Company Law of the Republic of China. Under the terms of the agreement, the Company will issue one common share for every

two Cirmaker common shares tendered, for the first 80% tendered. For every one percent of Cirmaker common shares

tendered beyond the 80% threshold, the Company will issue an additional 250,000 common shares. The offer to exchange

shares pursuant to theagreement extends for a period of six months from the date of the initial issuance of shares which is

subject to a minimum of 80% ofthe Cirmaker shares being tendered.

6. SUBSEQUENT EVENTS

Subsequent to January 31, 2003:

a) The Company issued 8,050,000 common shares in consideration of shares of Cirmaker tendered pursuant to the

agreement referred to in Note 7.

b) The Company’s name was changed to Cirmaker Technology Corporation.

c) The Company has issued 2,500,000 common shares for cash proceeds of $60,000.

d) The Company has issued 250,000 common shares for total cash proceeds of $500,000 pursuant to the agreement

referred to in Note 4.

	F8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Business Plan for Next 12 Months

The small business issuer (the “Issuer”) was incorporated on June 1, 2000, under the nameWrestle-plex Sports Entertainment Group, Ltd. with initial business aspirations oftraining potential professional wrestlers and promoting live wrestling events. The Issuer developed Internet web sites for the purpose of selling products related to profession wrestling and for the purpose of down streaming live or recorded wrestling events.

On December 3rd, 2002, the Issuer entered into a stock purchase agreement with Cirmaker Industry Co. Ltd., a corporation organized under the Company Law of the Republic of China in 1984 (“Cirmaker”). Pursuant to the stock purchase agreement, the Issuer has obtained over 95% of the issued and outstanding capital shares of Cirmaker and may obtain up to 100% of the issued and outstanding capital shares. The acquisition was consummated in March, 2003, subsequent to the end of the reporting period. The Issuer has sold its assets related to professional wrestling and the business operations of Cirmaker have become the Issuer’s primary focus. Management expects the necessary financial information regarding Cirmaker and the acquisition to be filed shortly.

Since its inception, the main activities of Cirmaker have included the manufacturing, processing, and sales of electrical components such as crimping terminals, insulated terminals, cable lugs, crimping tools, close ends, and butt connector terminal type accessories. Cirmaker has undergone dramatic transitions in the last few years expanding its business scope to include products such as: computer CPU coolers, audio visual home entertainment systems, and optical fiber and other telecommunication equipment.

In December, 2002, Cirmaker entered into an Investment and Cooperation Agreement with IDN Telecom, Inc. (“IDN”) whereby Cirmaker agreed to manufacture up to 4,000,000 Set Top Boxes. A Set Top Box is a component of digital cable TV service manufactured to specifications of cable TV service in China. Under the agreement, the Set Top Boxes are to be sold by IDN through its affiliations in China. Gross proceeds from these product sales are estimated in the agreement to be $240,000,000 with a minimum profit margin before tax to Cirmaker of 20%. There is, however, no assurance that Cirmaker will receive a minimum profit margin of 20%. The sales and profit margin are based on certain assumptions and assurances made in the agr eement between the parties, including that:

1. IDN will sell the 4 million Set Top Boxes in China for approximately $200 million,

although the actual product price has been left to a separate agreement to be made at a later

time between the parties;

2. IDN’s assurances that whatever the final terms of the product price and sale, Cirmaker will

make a minimum of 20% profit before tax from the orders,provided that Cirmaker

reasonably controls its cost.

The products will be produced pursuant to a delivery schedule over the next four years.

	3

The production agreement requires that Cirmaker set up a manufacturing facility in China and invest $25,000,000 in IDN. These expenses as well as other manufacturing costs are expected to be met in part through the sale of our common stock. During the reported quarter, Cirmaker entered into such an agreement with China Century Investment Corporation (“China Century”). Under this stock purchase agreement, China Century was to purchase a minimum of 2,500,000 shares for an investment in the Issuer of $5,000,000 by March 31, 2003, the total of all purchases was to be completed on or before December 31, 2003. This agreement was subsequently cancelled and another group purchased the initial $500,000 in exchange for 250,000 common shares of the Issuer in the place of China Century. The Company is co ntinuing to search for other such sources of capital; although none have been identified at this time.

Cirmaker has arranged with a third party for the manufacturing facility in China to handle the manufacturing of the Set Top Boxes. This arrangement is on a contract basis and will require no capital expenditures by the Company. If this third party manufacturing arrangement fails and Cirmaker is otherwise unable to arrange or set up this facility or invest in IDN as required by this agreement, the parties have agreed to negotiate in good faith; however, a breach of the Agreement gives the other party the right to terminate the Agreement and a claim against the breaching party to compensate any losses incurred by the other party. In the event that we breach the Investment and Cooperation Agreement with IDN, we would be liable for any losses IDN incurred, including costs of litigation, if brought.

Over the next 12 months, the Issuer expects to continue the day to day business operations of Cirmaker with a major focus on the manufacture of the Set Top Boxes pursuant to the requirements of the production agreement. We have substantial funding requirements that will need to be met if we are to meet our obligations as set forth in the production agreement. We believe that these requirements will be met during the next 12 months by purchases of our common shares; although no such arrangement has been made or can be assured. Otherwise, we will need to raise additional working capital through the sale of our capital stock in either public or private offerings in order to continue to meet our obligations under the production agreement and to meet other liquidity needs that will exist.

Increase in Net Loss

During the Six months ended January 31, 2003, the Issuer’s net loss increased from $15,378 to $89,173. This increase was largely due to an increase in professionals fees, mostly resulting from services related to the acquisition of Cirmaker. The net loss was reduced somewhat due to the sale of Issuer’s wrestling assets to one of its shareholders as described below.

Sale of Wrestling Related Assets

On January 31, 2003, the Issuer agreed to sell to Mr. Peter Michael Smith, its largest shareholder, all of its wrestling related assets, including its:

· Professional wrestling ring, including canvass, ring aprons, and ropes.

· Complete sound system, including three speakers, three speaker stands, one microphone,

and miscellaneous sound equipment.

· The Internet addresswww.wrestle-plex.com

	4

· The Internet addresswww.allstarwrestling.com

· One Wrestle-plex logo.

· One All Star Wrestling logo.

· All print material developed in connection with All Star Wrestling by Pete Smith, including

posters, autograph cards, and event programs, including the right to use templates for such

material for future product development.

The sale also involved the payment to Mr. Smith of $25,000, all in exchange for Mr. Smith’s assumption andretirement of the Issuers debt and for Mr. Smith’s agreement to indemnify the Issuer against undisclosed liabilities.

Forward Looking Statements

The information contained in this section and elsewhere may at times represent management's best estimates of the Company's future financial and technological performance, based upon assumptions believed to be reasonable. Management makes no representation or warranty, however, as to the accuracy or completeness of any of these assumptions, and nothing contained in this document should be relied upon as a promise or representation as to any future performance or events. The Company's ability to accomplish these objectives, and whether or not it will be financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are within the discretion and control of management and others are beyond management's control. Managemen t considers the assumptions and hypothesis used in preparing any forward looking assessments of profitability contained in this document to be reasonable; however, we cannot assure investors that any projections or assessments contained in this document, or otherwise made by management, will be realized or achieved at any level.

ITEM 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-14 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures within the 90 days prior to the filing date of this report. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Bill Liao, and our Chief Financial Officer, Mr. Steven D. Fellows. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us which is required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management,including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

	5

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

Exhibit Number	Description of Exhibit
10.1	Stock Purchase Agreement between the Issuer and Cirmaker dated December 3, 2002. (1)
10.2	Asset Sale Agreement between the Issuer and Peter Michael Smith dated January 31, 2003.
99.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

(1) Previously filed as an exhibit to our current report on Form 8-K on December 6, 2002.

(b) REPORTS ON FORM 8-K

On December 6, 2002, the Issuer filed its report on Form 8-K announcing its acquisition of Cirmaker as described herein and in the

Form 8-K filing.

	6

On February 24, 2003, the Issuer filed its amendment to its report on Form 8-K filed on December 6, 2002, announcing changes in the terms and conditions of its acquisition of Cirmaker.

SIGNATURES

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

Cirmaker Technology Corporation

Date: September 5, 2003

By: /s/ Bill Liao

Bill Liao

Principal Executive Officer

By: /s/ Steven D. Fellows

Steven D. Fellows

Principal Financial Officer

	7

CERTIFICATIONS

I, Bill Liao, certify that;

(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology Corporation;

(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 or not there were significant changes in internal controls or in other facts 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: September 5, 2003 __/s/__Bill Liao___

Bill Liao

Chief Executive Officer

	8

CERTIFICATIONS

I, Steven D. Fellows, certify that;

(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology Corporation;

(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 thisquarterly 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;

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

Date: September 5, 2003 _/s/__Steven D. Fellows___

Steven D. Fellows

Chief Financial Officer

Cirmaker Technology (CRKT) 10QSB/A2003 Q0 Quarterly report (small business) (amended)