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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended February 28, 2003.



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Commission file number 0-16250



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DYNATEM,
INC.

(Exact name of small business issuer as specified in its charter)



|California                                                     |  | 95-3627099                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



23263
Madero, Suite C, Mission Viejo, California 92691

(Address of principal executive offices)



(949) 855-3235

(Issuers telephone number)



Not Applicable

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



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



On March 1, 2003, there were 1,519,042 shares of the
issuers Common Stock outstanding.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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DYNATEM, INC.



INDEX



|                                
|--------------------------------
|Part I.    Financial Information
|                                
|Item 1.                         
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Item 2.                         
|                                
|Item 3.                         
|                                
|Part II.    
Other Information  



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DYNATEM, INC.



CONDENSED BALANCE SHEETS



|                                                                                                                              |  | February 28, 2003 |           |   | May 31, 2002 |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ------------ | -
|                                                                                                                              |  | (Unaudited)       |           |   | (Audited)    |  
|ASSETS                                                                                                                        |  |                   |           |   |              |  
|Current assets:                                                                                                               |  |                   |           |   |              |  
|Cash                                                                                                                          |  | $                 | 1,289,766 |   |              | $
|Accounts receivable, net                                                                                                      |  |                   | 549,921   |   |              |  
|Inventories, net                                                                                                              |  |                   | 657,806   |   |              |  
|Prepaid expenses and other                                                                                                    |  |                   | 48,541    |   |              |  
|                                                                                                                              |  |                   |           |   |              |  
|Total current assets                                                                                                          |  |                   | 2,546,034 |   |              |  
|Property and equipment, net                                                                                                   |  |                   | 50,172    |   |              |  
|Other assets                                                                                                                  |  |                   | 11,454    |   |              |  
|                                                                                                                              |  |                   |           |   |              |  
|                                                                                                                              |  | $                 | 2,607,660 |   |              | $
|                                                                                                                              |  |                   |           |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                          |  |                   |           |   |              |  
|Current liabilities:                                                                                                          |  |                   |           |   |              |  
|Accounts payable                                                                                                              |  | $                 | 659,474   |   |              | $
|Accrued expenses                                                                                                              |  |                   | 112,811   |   |              |  
|                                                                                                                              |  |                   |           |   |              |  
|Total current liabilities                                                                                                     |  |                   | 772,285   |   |              |  
|                                                                                                                              |  |                   |           |   |              |  
|Stockholders equity                                                                                                          |  |                   |           |   |              |  
|Common stock, no par value, 50,000,000 shares authorized; 1,519,042 and 1,496,264 shares
issued and outstanding, respectively |  |                   | 2,389,085 |   |              |  
|Accumulated deficit                                                                                                           |  |                   | (553,710  | ) |              |  
|                                                                                                                              |  |                   |           |   |              |  
|Total stockholders equity                                                                                                    |  |                   | 1,835,375 |   |              |  
|                                                                                                                              |  |                   |           |   |              |  
|                                                                                                                              |  | $                 | 2,607,660 |   |              | $
|                                                                                                                              |  |                   |           |   |              |  





See accompanying notes to condensed financial statements.



1



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DYNATEM, INC.



CONDENSED STATEMENTS OF OPERATION (UNAUDITED)



Three months ended February 28, 2003 and February 28, 2002



|                                              |  | 2003 |           |   | 2002 |  
|--------------------------------------------- |  | ---- | --------- | - | ---- | -
|Net sales                                     |  | $    | 725,882   |   |      | $
|Cost of sales                                 |  |      | 476,534   |   |      |  
|                                              |  |      |           |   |      |  
|Gross profit                                  |  |      | 249,348   |   |      |  
|                                              |  |      |           |   |      |  
|Operating expenses:                           |  |      |           |   |      |  
|Selling, general and administrative           |  |      | 205,625   |   |      |  
|Research and development                      |  |      | 115,359   |   |      |  
|                                              |  |      |           |   |      |  
|Total operating expenses                      |  |      | 320,984   |   |      |  
|                                              |  |      |           |   |      |  
|Operating loss                                |  |      | (71,636   | ) |      |  
|Other income, net                             |  |      | 3,365     |   |      |  
|                                              |  |      |           |   |      |  
|Net loss                                      |  | $    | (68,271   | ) |      | $
|                                              |  |      |           |   |      |  
|Basic loss per share                          |  | $    | (.05      | ) |      | $
|                                              |  |      |           |   |      |  
|Diluted loss per share                        |  | $    | (.05      | ) |      | $
|                                              |  |      |           |   |      |  
|Weighted average shares outstanding  basic   |  |      | 1,504,110 |   |      |  
|                                              |  |      |           |   |      |  
|Weighted average shares outstanding  diluted |  |      | 1,504,110 |   |      |  
|                                              |  |      |           |   |      |  





See accompanying notes to condensed financial statements



2



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DYNATEM, INC.



CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



Nine months ended February 28, 2003 and February 28, 2002



|                                              |  | 2003 |           | 2002
|--------------------------------------------- |  | ---- | --------- | ----
|Net sales                                     |  | $    | 2,733,787 |     
|Cost of sales                                 |  |      | 1,517,610 |     
|                                              |  |      |           |     
|Gross profit                                  |  |      | 1,216,177 |     
|                                              |  |      |           |     
|Operating expenses:                           |  |      |           |     
|Selling, general and administrative           |  |      | 606,084   |     
|Research and development                      |  |      | 351,567   |     
|                                              |  |      |           |     
|Total operating expenses                      |  |      | 957,651   |     
|                                              |  |      |           |     
|Operating income                              |  |      | 258,526   |     
|Other income, net                             |  |      | 10,902    |     
|                                              |  |      |           |     
|Net income before taxes                       |  |      | 269,428   |     
|Provision for income taxes                    |  |      | 800       |     
|                                              |  |      |           |     
|Net income                                    |  | $    | 268,628   |     
|                                              |  |      |           |     
|Basic income per share                        |  | $    | .18       |     
|                                              |  |      |           |     
|Diluted income per share                      |  | $    | .16       |     
|                                              |  |      |           |     
|Weighted average shares outstanding  basic   |  |      | 1,498,851 |     
|                                              |  |      |           |     
|Weighted average shares outstanding  diluted |  |      | 1,713,790 |     
|                                              |  |      |           |     





See accompanying notes to condensed financial statements



3



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DYNATEM, INC.



CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)



For nine months ended February 28, 2003 and February 28, 2002



|                                                                                  |  | 2003 |           |   | 2002 |  
|--------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|Cash flows from operating activities:                                             |  |      |           |   |      |  
|Net income                                                                        |  | $    | 268,628   |   |      | $
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |           |   |      |  
|Depreciation and amortization                                                     |  |      | 7,943     |   |      |  
|Changes in operating assets and liabilities:                                      |  |      |           |   |      |  
|Accounts receivable                                                               |  |      | (161,740  | ) |      |  
|Inventories                                                                       |  |      | (188,174  | ) |      |  
|Prepaid expenses and other                                                        |  |      | (19,041   | ) |      |  
|Accounts payable                                                                  |  |      | 509,434   |   |      |  
|Accrued expenses                                                                  |  |      | (74,496   | ) |      |  
|                                                                                  |  |      |           |   |      |  
|Net cash provided by operating activities                                         |  |      | 342,554   |   |      |  
|                                                                                  |  |      |           |   |      |  
|Cash flows from investing activities:                                             |  |      |           |   |      |  
|Other assets                                                                      |  |      | 8,170     |   |      |  
|Purchases of property and equipment                                               |  |      | (20,000   | ) |      |  
|                                                                                  |  |      |           |   |      |  
|Net cash used in investing activities                                             |  |      | (11,830   | ) |      |  
|                                                                                  |  |      |           |   |      |  
|Net increase in cash                                                              |  |      | 330,724   |   |      |  
|Cash and cash equivalents, beginning balance                                      |  |      | 959,042   |   |      |  
|                                                                                  |  |      |           |   |      |  
|Cash and cash equivalents, ending balance                                         |  | $    | 1,289,766 |   |      | $
|                                                                                  |  |      |           |   |      |  
|Supplemental disclosures of cash flow information:                                |  |      |           |   |      |  
|Cash paid during the period for:                                                  |  |      |           |   |      |  
|Taxes                                                                             |  | $    | 800       |   |      | $
|                                                                                  |  |      |           |   |      |  





See accompanying notes to condensed financial statements.



4



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DYNATEM, INC.



Notes to Condensed Financial Statements



|(1) |  | Interim Accounting Policy
|--- |  | -------------------------



In the opinion of the management of Dynatem, Inc. (the Company), the accompanying unaudited condensed financial statements
include only normal recurring adjustments necessary for a fair presentation of the Companys financial position as of February 28, 2003 and the results of operations and cash flows for the three and nine months ended February 28, 2003 and
February 28, 2002, respectively. Although the Company believes that the disclosures in these financial statements are adequate to ensure that the information presented is not misleading, certain information and footnote information normally included
in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Results of
operations for interim periods are not necessarily indicative of results of operations to be expected for the full year.



|(2) |  | Recent Accounting Pronouncements
|--- |  | --------------------------------



In December 2002, the FASB issued Statement No. 148, Accounting for Stock Based CompensationTransition and
Disclosurean amendment of FASB Statement No. 123. This statement amends Statement 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, Statement 148 amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported results. The Company adopted Statement 148 during the current period and have provided the disclosures required under Statement 148 in Note 6.



|(3) |  | Inventories
|--- |  | -----------



A summary of inventories follows:



|                |  | February 28, 2003 |         | May 31, 2002
|--------------- |  | ----------------- | ------- | ------------
|Raw materials   |  | $                 | 368,372 |             
|Work-in-process |  |                   | 263,122 |             
|Finished goods  |  |                   | 26,312  |             
|                |  |                   |         |             
|                |  | $                 | 657,806 |             
|                |  |                   |         |             



5



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DYNATEM, INC.





|(4) |  | Stockholders Equity
|--- |  | --------------------



During the current period, the Company issued 22,778 shares of common stock (net of 2,222 shares of common stock surrendered) for the
exercise of stock options under a cashless exercise.



|(5) |  | Income (loss) per share
|--- |  | -----------------------



Income (loss) per common share is computed based on the weighted average number of common shares outstanding during the periods presented.
The potential exercise of stock options and warrants is included in the computation of net income per diluted share in the periods when net income is reflected using the treasury stock method. Such information is not included when net loss is
reflected because the effect would be antidilutive.



|(6) |  | Stock Based Compensation Plan
|--- |  | -----------------------------



We issue stock options to our employees and outside directors pursuant to a stockholder approved stock option plan. We account for our
stock-based compensation plan under the intrinsic value method of accounting as defined by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. No stock-based employee
compensation cost is reflected in net income for the three months and nine months ended February 28, 2003 and 2002 as there were no options granted under these plans during those periods and there was no expense amortization during the periods for
options granted in prior periods. For pro forma disclosures, the estimated fair value of the options is amortized over the vesting period of the options. The following tables illustrate the effect on net income and earnings per share if we had
accounted for our stock option plan under the fair value method of accounting under Statement 123, as amended by Statement 148:



|                                                                                                                 |  | Three Months Ended February 28, |         |   | Three Months Ended February 28, |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | -
|                                                                                                                 |  | 2003                            |         |   | 2002                            |  
|Net loss:                                                                                                        |  |                                 |         |   |                                 |  
|As reported                                                                                                      |  | $                               | (68,281 | ) |                                 | $
|Deduct:  Total stock-based employee compensation expense determined
under fair value based method for all awards |  |                                 |        |   |                                 |  
|                                                                                                                 |  |                                 |         |   |                                 |  
|Pro forma                                                                                                        |  | $                               | (68,281 | ) |                                 | $
|                                                                                                                 |  |                                 |         |   |                                 |  
|Basic and diluted net loss per share:                                                                            |  |                                 |         |   |                                 |  
|As reported                                                                                                      |  | $                               | (0.05   | ) |                                 | $
|                                                                                                                 |  |                                 |         |   |                                 |  
|Pro forma                                                                                                        |  | $                               | (0.05   | ) |                                 | $
|                                                                                                                 |  |                                 |         |   |                                 |  



6



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DYNATEM, INC.





|                                                                                                                 |  | Nine Months Ended February 28, |         | Nine Months Ended February 28,
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | ------------------------------
|                                                                                                                 |  | 2003                           |         | 2002                          
|Net income:                                                                                                      |  |                                |         |                               
|As reported                                                                                                      |  | $                              | 268,628 |                               
|Deduct:  Total stock-based employee compensation expense determined under
fair value based method for all awards |  |                                |        |                               
|                                                                                                                 |  |                                |         |                               
|Pro forma                                                                                                        |  | $                              | 268,628 |                               
|                                                                                                                 |  |                                |         |                               
|Net income per share:                                                                                            |  |                                |         |                               
|BasicAs reported                                                                                                |  | $                              | 0.18    |                               
|                                                                                                                 |  |                                |         |                               
|BasicPro forma                                                                                                  |  | $                              | 0.18    |                               
|                                                                                                                 |  |                                |         |                               
|DilutedAs reported                                                                                              |  | $                              | 0.16    |                               
|                                                                                                                 |  |                                |         |                               
|DilutedPro forma                                                                                                |  | $                              | 0.16    |                               
|                                                                                                                 |  |                                |         |                               



We
estimate the fair value of our options using the Black-Scholes option value model, which is one of several methods that can be used to estimate option values. The Black-Scholes option valuation model was developed for use in estimating the fair
value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Our options have characteristics
significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates. The fair value of options granted were estimated at the date of grant using a Black-Scholes pricing
model with the following assumptions for the year ended May 31, 2001: risk free interest rate of 5.39%; expected dividend yield of 0%; expected life of the options of 5 years; and volatility factor of the expected market price of the Companys
common stock of 297%. No options were granted in the year ended May 31, 2002 or in the period ended February 28, 2003.



7



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DYNATEM, INC.





|(7) |  | Concentrations
|--- |  | --------------



During the quarter, the Company received a purchase order from one of its current customers for the delivery of the Companys DPC2
systems with an aggregate gross revenue value in excess of $1,000,000 (the Systems). All Systems are scheduled for shipment prior to March 31, 2003.



8



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DYNATEM, INC.





Item
2.    Managements Discussion and Analysis or Plan of Operation



Net sales for the three months ended February 28, 2003, increased 13.7% to $725,882 compared to net sales of $638,218 in the same period a year ago. For the nine months ended February 28, 2003, net
sales were $2,733,787, $695,083 higher than the corresponding period in the previous fiscal year, for a increase of 34.1%. The increase in total net sales was due primarily to sales of the DPC2 systems.



Cost of sales for the three months ended February 28, 2003, was $476,534 or
65.6% of net sales and compares to $390,797 or 61.2% of net sales in the same period a year ago. For the nine months ended February 28, 2003, cost of sales of $1,517,610 represented 55.5% of net sales and compares to $1,092,018, representing 53.6%
of net sales for the same period a year ago. The nine-month increase of cost of sales as a percentage of net sales is the result of product mix factors, most specifically, cost of materials for prototype boards and slightly higher production cost of
the DPC2 boards for quick turn-around using outside manufacturing facilities on a contractual basis.



Selling, general and administrative expenses for the three-month and nine-month periods ended February 28, 2003, were $205,625 and $606,084, respectively, as compared to $222,664 and $645,023,
respectively, the same period a year ago. The decrease in selling, general and administrative expenses is primarily the result of significant catalog printing and mailing cost in the prior year, with no similar cost in the current periods.



Research and development expenses for the three-month and
nine-month periods ended February 28, 2003, were $115,359 and $351,567, respectively, as compared to $79,656 and $201,173, respectively, the same period a year ago. The increase in research and development expenses reflects an increased emphasis on
new product development.



For the three-month and nine-month
periods ended February 28, 2003, there was a net loss of $68,271 and net earnings of $268,628, compared to net loss of $51,002 and net earnings of $115,252, respectively, for the same periods ended February 28, 2002. Net earnings for the nine-month
period as a percentage of sales were 9.82% for 2003 and 5.65% for 2002. The increase in 2003 is due to increased revenues as noted above.



The Company does not expect to pay significant income taxes due to its utilization of net operating loss carryforwards that will expire in various years
through 2020.



Inventories for the nine months ended February 28,
2003, was $657,806 compared to $469,632 in the same period a year ago. The increase was due primarily to buying components in larger quantities in preparation for the large orders in backlog scheduled to ship next quarter. For this reason, accounts
payable increased as well.



9



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DYNATEM, INC.





At February 28, 2003, the
Companys working capital was $1,773,749 and its current ratio was 3.29:1 compared to $1,509,008 and a ratio of 5.47:1 as of May 31, 2002.



Item 3.    Controls and Procedures



The
Companys Chief Executive Officer and Chief Financial Officer (collectively, the Certifying Officers) are responsible for establishing and maintaining disclosure controls and procedures for the Company. Such officers have concluded
(based upon their evaluation of these controls and procedures as of a date within 90 days of the filing of this report) that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by
the Company in this report is accumulated and communicated to the Companys management, including its principal executive officers as appropriate, to allow timely decisions regarding required disclosure.



The Certifying Officers also have indicated that there were no significant
changes in the Companys internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no corrective actions with regard to significant deficiencies and material
weaknesses.



10



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DYNATEM, INC.





PART
II.    
OTHER INFORMATION



Items 1 through
5 have been omitted because there is nothing material to report.



Item 6.    Exhibits and Reports on Form 8-K.



|(a) |  | See Exhibit Index attached hereto.
|--- |  | ----------------------------------



|(b) |  | On January 27, 2003, the Company filed a Form 8-K with the Securities and Exchange Commission with regard to a purchase order received from one of the Companys
current customers for the delivery of the Companys DPC2 systems with an aggregate gross revenue value in excess of $1,000,000 (the Systems). All Systems are scheduled for shipment prior to March 31, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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DYNATEM, INC.



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.



DYNATEM, INC.

|              |  |  |  |    
|------------- |  |  |  | ---
|             
|April 4, 2003 |  |  |  | By:
|              |  |  |  |    
|              |  |  |  |    
|             
|April 4, 2003 |  |  |  | By:
|              |  |  |  |    



12



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DYNATEM, INC.



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Dynatem, Inc. on Form 10-QSB for the quarter ending February 28, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Michael Horan, the Chief Executive Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, that:



1.  I have reviewed
this quarterly report on Form 10-QSB of Dynatem, Inc.;



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



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



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



a)  designed such disclosure control 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
the registrants board of directors (or persons performing the equivalent function):



a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have



b)  identified for the registrants auditors any material weakness in internal controls; and



c)  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: April 4, 2003

/s/    Michael HoranMichael Horan, President & Chief Executive Officer




13



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DYNATEM, INC.



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Dynatem, Inc. on Form 10-QSB for the quarter ending February 28, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Belen Ramos, the Chief Financial Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, that:



1.  I have reviewed
this quarterly report on Form 10-QSB of Dynatem, Inc.;



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



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



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



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



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



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



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



a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any material weakness 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: April 4, 2003

/s/    Belen RamosBelen Ramos, Chief Financial Officer and Principal Accounting Officer




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DYNATEM, INC.



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

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



In connection with the Quarterly Report on Form 10-QSB of Dynatem, Inc. (the Company) for the quarter ending
February 28, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned Chief Executive Officer and Chief Financial Officer of the Company each hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



|1. |  | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|-- |  | ---------------------------------------------------------------------------------------------------------------------



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



Date: April 4, 2003

/s/    Michael HoranMichael Horan, President & Chief Executive Officer/s/    Belen RamosBelen Ramos, Chief Financial Officer and Principal Accounting Officer




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DYNATEM, INC.



EXHIBIT INDEX



The following is a list of Exhibits required by Item 601 of Regulation S-B. The exhibits listed below are incorporated by
reference to the exhibit previously filed by us as indicated.



|Exhibit Number |  |                                                      
|-------------- |  | -----------------------------------------------------
|              
|3(a)           |  | Restated Articles of Incorporation of the Company (1)
|              
|3(b)           |  | Bylaws of the Company (2)                            

---

|(1) |  | Incorporated herein by reference to Exhibit 3(a) to the Companys Annual Report on Form 10-KSB for fiscal year ended May 31, 1997.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Incorporated herein by reference to Exhibit 3(b) to the Companys Annual Report on Form 10-KSB for fiscal year ended May 31, 1997.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------



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