U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-43126 MOBILE DESIGN CONCEPTS, INC. (Exact name of registrant as specified in its charter) NEVADA 87-0650219 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6500 S. 400 W., Suite C, Salt Lake City, Utah 84107 (Address of principal executive offices) (801) 266-2420 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] The number of $.001 par value common shares outstanding at March 31, 2003: 4,812,800 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS See attached. MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2003 MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] CONTENTS PAGE - Unaudited Condensed Balance Sheets, March 31, 2003 and December 31, 2002 2 - Unaudited Condensed Statements of Operations, for the three months ended March 31, 2003 and 2002 and for the period from inception on March 10, 2000 through March 31, 2003 3 - Unaudited Condensed Statements of Cash Flows, for the three months ended March 31, 2003 and 2002 and for the period from inception on March 10, 2000 through March 31, 2003 4 - Notes to Unaudited Condensed Financial Statements 5 - 9 MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS March 31, December 31, 2003 2002 ___________ ___________ CURRENT ASSETS: Cash $ 39,294 $ 36,584 ___________ ___________ Total Current Assets 39,294 36,584 ASSETS OF DISCONTINUED OPERATIONS - 5,575 ___________ ___________ $ 39,294 $ 42,159 ___________ ___________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,475 $ 1,730 Accounts payable - related party 5,045 5,045 ___________ ___________ Total Current Liabilities 6,520 6,775 ___________ ___________ STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding - - Common stock, $.001 par value, 50,000,000 shares authorized, 4,812,800 shares issued and outstanding 4,813 4,813 Capital in excess of par value 68,770 68,770 Deficit accumulated during the development stage (40,809) (38,199) ___________ ___________ Total Stockholders' Equity 32,774 35,384 ___________ ___________ $ 39,294 $ 42,159 ___________ ___________ NOTE: The balance sheet at December 31, 2002 was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. -2- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the Three From Inception Months Ended on March 10, March 31, 2000 Through _______________________ March 31, 2003 2002 2003 _________ __________ _________ REVENUE $ - $ - $ - EXPENSES: General and administrative 2,610 - 2,610 _________ __________ _________ LOSS BEFORE INCOME TAXES (2,610) - (2,610) CURRENT TAX EXPENSE - - - DEFERRED TAX EXPENSE - - - _________ __________ _________ LOSS FROM CONTINUING OPERATIONS (2,610) - (2,610) _________ __________ _________ DISCONTINUED OPERATIONS: Loss from operations of discontinued mobile kiosk business (net of $0 in income taxes) - (3,783) (38,199) Gain (loss) on disposal of discontinued operations (net of $0 in income taxes) - - - _________ __________ _________ LOSS FROM DISCONTINUED OPERATIONS - (3,783) (38,199) _________ __________ _________ NET LOSS $ (2,610) $ (3,783) $(40,809) _________ __________ _________ LOSS PER COMMON SHARE: Continuing operations $ (.00) $ - $ (.00) Operations of discontinued mobile kiosk business - (.00) (.01) Gain (loss) on disposal of discontinued operations - - - _________ __________ _________ Net Loss Per Common Share $ (.00) $ (.00) $ (.01) _________ __________ _________ The accompanying notes are an integral part of these unaudited condensed financial statements. -3- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Three From Inception Months Ended on March 10, March 31, 2000 Through ___________________ March 31, 2003 2002 2003 _________ ________ _________ Cash Flows from Operating Activities: Net loss $ (2,610) $(3,783) $(40,809) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation - 1,368 10,030 Impairment loss - - 13,312 Changes in assets and liabilities: Increase (decrease) in accounts payable (255) 40 1,475 Increase in accounts payable - related party - - 5,045 _________ ________ _________ Net Cash (Used) by Operating Activities (2,865) (2,375) (10,947) _________ ________ _________ Cash Flows from Investing Activities: Proceeds from sale of property and equipment 5,575 - 5,575 Payments for property and equipment - - (28,917) _________ ________ _________ Net Cash Provided (Used) by Investing Activities 5,575 - (23,342) _________ ________ _________ Cash Flows from Financing Activities: Proceeds from issuance of common stock - - 87,200 Payments for stock offering costs - - (13,617) Proceeds from line of credit - - 10,606 Payments on line of credit - - (10,606) _________ ________ _________ Net Cash Provided by Financing Activities - - 73,583 _________ ________ _________ Net Increase (Decrease) in Cash 2,710 (2,375) 39,294 Cash at Beginning of Period 36,584 43,839 - _________ ________ _________ Cash at End of Period $ 39,294 $41,464 $ 39,294 _________ ________ _________ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ 465 Income taxes $ - $ - $ - Supplemental Schedule of Noncash Investing and Financing Activities: For the three months ended March 31, 2003: None For the three months ended March 31, 2002: None The accompanying notes are an integral part of these unaudited condensed financial statements. -4- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - Mobile Design Concepts, Inc. ("the Company") was organized under the laws of the State of Nevada on March 10, 2000. The Company was formed to design, manufacture, and lease mobile kiosks and other structures. The Company discontinued its mobile kiosk business effective December 31, 2002 [See Note 2] and is currently considering other business opportunities. The Company has not yet generated significant revenues and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2003 and 2002 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2002 audited financial statements. The results of operations for the periods ended March 31, 2003 are not necessarily indicative of the operating results for the full year. Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Property and Equipment - Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to operating expense as incurred. Depreciation is computed on a straight- line basis over the estimated useful lives of the assets, which ranges from three to ten years. The Company has adopted Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 modifies previous disclosure requirements and requires additional disclosure for assets held for sale. Revenue Recognition - The Company recognizes revenue based on the terms of lease agreements with third parties. Discontinued Operations - The Company has adopted Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 modifies previous disclosures and requires additional disclosures for discontinued operations and the assets associated with discontinued operations. -5- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" [See Note 9]. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. Recently Enacted Accounting Standards - Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", and SFAS No. 148, "Accounting for Stock- Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123", were recently issued. SFAS No. 141, 142, 143, 145, 146, 147 and 148 have no current applicability to the Company or their effect on the financial statements would not have been significant. The Company has adopted SFAS No. 144 and has applied it to the year ended December 31, 2002. Reclassification - The financial statements for periods prior to March 31, 2003 have been reclassified to conform to the headings and classifications used in the March 31, 2003 financial statements. NOTE 2 - DISCONTINUED OPERATIONS On December 31, 2002, the Company discontinued its mobile kiosk business and, in March 2003, the Company's President resigned. The Company has accounted for this disposal in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The assets of the mobile kiosk business held for disposal consist of the following at: March 31, December 31, 2003 2002 _________ _________ Lease Properties, net $ - $ 5,575 _________ _________ Total Assets of Discontinued Operations $ - $ 5,575 _________ _________ -6- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 2 - DISCONTINUED OPERATIONS [Continued] The following is a summary of the results of operations of the Company's discontinued mobile kiosk business: For the Three From Inception Months Ended on March 10, March 31, 2000 Through ___________________ March 31, 2003 2002 2003 ________ ________ _________ Revenue $ - $ - $ 4,800 General and administrative - (3,783) (29,222) Impairment loss - - (13,312) Interest expense - - (465) ________ ________ _________ Net loss $ - $(3,783) $(38,199) ________ ________ _________ NOTE 3 - LEASE AGREEMENT The Company had leased its modular structure and beverage equipment; however, the agreement was terminated during 2002. NOTE 4 - LEASE PROPERTIES On December 31, 2002, the Company discontinued its mobile kiosk business. In accordance with the Company's plan of disposal, the carrying amount of leased properties have been reduced to their net realizable value. The Company determined to divide its leased properties and sell off the parts. In January 2003, the Company sold its beverage equipment for $5,575. Due to the difficulty of moving the kiosk, the Company expects the sale of its remaining lease property to raise only nominal amounts, if the Company is able to sell the lease property at all. In December 2002, the Company recognized an impairment loss of $13,312 to reduce the carrying amount of the leased properties to their net realizable value. The Company is actively seeking a buyer and expects to sell its leased properties during 2003. The following is a summary of lease properties at: March 31, December 31, 2003 2002 ___________ ___________ Lease equipment: modular structure $ 15,740 $ 15,740 Lease equipment: beverage equipment - 13,177 ___________ ___________ 15,740 28,917 Less: accumulated depreciation (2,755) (10,030) Less: impairment loss (12,985) (13,312) ___________ ___________ $ - $ 5,575 ___________ ___________ -7- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 4 - LEASE PROPERTIES [Continued] The modular structure and the beverage equipment were depreciated over their estimated useful lives of ten and three years, respectively. Depreciation expense for the three months ended March 31, 2003 and 2002 amounted to $0 and $1,368, respectively. NOTE 5 - CAPITAL STOCK Preferred Stock - The Company has authorized 1,000,000 shares of preferred stock with a $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at March 31, 2003 and December 31, 2002. Common Stock - The Company has authorized 50,000,000 shares of common stock with a $.001 par value. In June 2001, the Company sold 312,800 shares of its previously authorized but unissued common stock for cash of $78,200, or $.25 per share. Stock offering costs of $13,617 were offset against the proceeds. During April 2000, in connection with its organization, the Company issued 4,500,000 shares of its previously authorized but unissued common stock for cash of $9,000, or $.002 per share. NOTE 6 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at March 31, 2003 an operating loss carryforwards of approximately $31,700 which may be applied against future taxable income and which expire in various years through 2023. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized. The net deferred tax assets, which include the net operating loss and the difference between the book and tax basis of depreciable assets, are approximately $6,100 and $5,700 as of March 31, 2003 and December 31, 2002, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the three months ended March 31, 2003 is approximately $400. NOTE 7 - RELATED PARTY TRANSACTIONS Accounts Payable - Officers and shareholders of the Company have paid expenses on behalf of the Company totaling $5,045. These funds are due on demand and bear no interest. -8- MOBILE DESIGN CONCEPTS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 7 - RELATED PARTY TRANSACTIONS [Continued] Management Compensation - For the three months ended March 31, 2003 and 2002, the Company did not pay any compensation to any officer or director of the Company. Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his offices as a mailing address, as needed, at no expense to the Company. The cost value of this service is considered nominal and, therefore, has not been recorded as an expense by the Company. NOTE 8 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 9 - LOSS PER SHARE The following data shows the amounts used in computing loss per share: For the Three From Inception Months Ended on March 10, March 31, 2000 Through ______________________ March 31, 2003 2002 2003 _________ _________ _________ Loss from continuing operations (numerator) $(2,610) $ - $ (2,610) Loss from discontinued operations (numerator) - (3,783) (38,199) Gain (loss) on disposal of discontinued operations (numerator) - - - _________ _________ _________ Loss available to common shareholders (numerator) $(2,610) $(3,783) $(40,809) _________ _________ _________ Weighted average number of common shares outstanding for the period (denominator) 4,812,800 4,675,025 4,563,895 _________ _________ _________ Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share. -9- ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS PLAN OF OPERATIONS. The company was incorporated under the laws of Nevada on March 10, 2000, is a small start up company that has not yet generated significant revenues from operations and is considered a development stage company. In August, 2000, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register the offering, on a "best efforts, no minimum" basis, of up to 500,000 shares of $.001 par value common stock, at a price of $.25 per share. This registration statement was declared effective on May 14, 2001. The Company sold 312,800 shares of common stock and raised gross proceeds of $78,200 pursuant to this offering. The offering closed June 27, 2001. The Company then began to use the offering proceeds to continue to provide general working capital for its proposed business operations to design and manufacture mobile kiosks for use as drive-through beverage units. Since management's determination is that this business was not successful, operations were discontinued as of December 31, 2002. Management's plan of operation for the next twelve months is to continue using the capital remaining from the offering to provide general working capital during the next twelve months to continue in existence while management seeks other business opportunities. The Company has limited operating capital and no income producing assets. At this time, we do not know how long it will be necessary to fund necessary expenditures from existing capital. The Company is not presently engaged in any significant business activities and has no operations. Presently the Company's principal activity has been to investigate potential acquisitions. However, the Company has not located any suitable potential business acquisition and has no plans, commitments or arrangements with respect to any potential business venture. There is no assurance the Company could become involved with any business venture, especially any business venture requiring significant capital. We do not anticipate any capital commitments for product research and development or significant purchases of plant or equipment, or any change in the number of employees. Since the business was unsuccessful, investors have lost the money invested and management will not attempt to pursue further efforts with respect to this business, and it is unlikely the Company would have the financial ability to do so in any event. Instead management will call a shareholders meeting to decide whether to liquidate the Company or what direction the Company will pursue, if any. However, the Company presently has no commitments or arrangements with respect to any other potential business venture and there is no assurance the Company could become involved with any other business venture, especially any business venture requiring significant capital. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed and has not been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. ITEM 3. CONTROLS AND PROCEDURES. The issuer's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of Rule 15d-14) for the issuer and have: designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which the periodic reports are being prepared; evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report (the "Evaluation Date"). Based on their evaluation as of the Evaluation Date, their conclusions about the effectiveness of the disclosure controls and procedures were that nothing indicated: any significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data; any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; or any material weaknesses in internal controls that have been or should be identified for the issuer's auditors and disclosed to the issuer's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function). Changes in internal controls. There were no significant changes in the issuer's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS (a) No instruments defining the rights of the holders of any class of registered securities have been materially modified. (b) No rights evidenced by any class of registered securities have been materially limited or qualified by the issuance or modification of any other class of securities. (c) During the period covered by this report, there were not any securities that the issuer sold without registering the securities under the Securities Act. (d) In August, 2000, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register the offering, on a "best efforts, no minimum" basis, of up to 500,000 shares of $.001 par value common stock, at a price of $.25 per share. This registration statement was declared effective on May 14, 2001. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the issuer exceeding 5 percent of the total assets of the issuer. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter has been submitted to a vote of security holders during the period covered by this report, through the solicitation of proxies or otherwise. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-B. None (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Mobile Design Concepts, Inc. Date: May 13, 2003 by: /s/ Lynn Dixon Lynn Dixon, President and Secretary/Treasurer CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned Chief Executive Officer and Chief Financial Officer certify that this report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, and the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 13, 2003 by: /s/ Lynn Dixon Lynn Dixon, President and Secretary/Treasurer CERTIFICATIONS* I, Lynn Dixon, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Mobile Design Concepts, Inc., the registrant; 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 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: May 13, 2003 by: /s/ Lynn Dixon Lynn Dixon, President & Director (Chief Executive Officer and Chief Financial Officer) * Provide a separate certification for each principal executive officer and principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The required certification must be in the exact form set forth above.