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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|           |  |                                                                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|(Mark one)
|          
|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.  
|           |  |                                                                                                                                         
|[ ]        |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM       TO       .

Commission File Number 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|DELAWARE
(State or other jurisdiction of
incorporation or organization) |  | 33-0778740
(I.R.S. Employer
Identification Number)



|                                                                                              |  |                 
|--------------------------------------------------------------------------------------------- |  | ----------------
|8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA
(Address of principal executive offices) |  | 92111
(Zip Code)

(858) 467-2800
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
[  ]

Indicate by check mark whether the registrant is an accelerated filer.
Yes [  ] No [X]



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TABLE OF CONTENTS



|                           |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                           |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS               
|                           |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                           |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                           | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                           | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                           | ITEM 2. CHANGES IN SECURITIES                                                                
|                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                           | ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                                    
|                           | ITEM 5. OTHER INFORMATION                                                                    
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                
|EXHIBIT 99.1              



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TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX

|           |  |                                                                                                                  |    |      |    | 
|---------- |  | ---------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|           |  |                                                                                                                  |    | PAGE
|           |  |                                                                                                                  |    |     
|PART I.    |  | FINANCIAL INFORMATION                                                                                            |    |      |    | 
|Item 1.    |  | Financial Statements                                                                                             |    |      |    | 
|           |  | Consolidated Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002                               |    |      | 3  | 
|           |  | Consolidated Statements of Operations for the Three Months Ended
March 31, 2003 (unaudited) and 2002 (unaudited) |    |      | 4  | 
|           |  | Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2003 (unaudited) and 2002 (unaudited) |    |      | 5  | 
|           |  | Notes to Unaudited Consolidated Financial Statements                                                             |    |      | 6  | 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                            |    |      | 11 | 
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |    |      | 15 | 
|Item 4.    |  | Controls and Procedures                                                                                          |    |      | 15 | 
|PART II.   |  | OTHER INFORMATION                                                                                                |    |      |    | 
|Item 1.    |  | Legal Proceedings                                                                                                |    |      | 15 | 
|Item 2.    |  | Changes in Securities                                                                                            |    |      | 15 | 
|Item 3.    |  | Defaults upon Senior Securities                                                                                  |    |      | 16 | 
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                              |    |      | 16 | 
|Item 5.    |  | Other Information                                                                                                |    |      | 16 | 
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                 |    |      | 16 | 
|SIGNATURES |  |                                                                                                                  | 17 |     

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                     |                                                                                                                          |   |             |         |              |   |          |         | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | - | ----------- | ------- | ------------ | - | -------- | ------- | 
|                                     |                                                                                                                          |   | MARCH 31,   |         | DECEMBER 31,
|                                     |                                                                                                                          |   | 2003        |         | 2002        
|                                     |                                                                                                                          |   |             |         |             
|                                     |                                                                                                                          |   | (UNAUDITED) |         |              |   |         
|ASSETS                               |                                                                                                                          |   |             |         |              |   |          |        
|Current assets:                      |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Cash                                                                                                                     |   | $           | 4,392   |              |   | $        | 17,408  | 
|                                     | Trade receivable, (net of allowance for doubtful accounts of $19,450
at March 31, 2003 and $19,694 at December 31, 2002) |   |             | 93,525  |              |   |          | 104,257 | 
|                                     | Deferred directory costs                                                                                                 |   |             | 27,993  |              |   |          | 24,312  | 
|                                     | Other current assets                                                                                                     |   |             | 3,727   |              |   |          | 3,433   | 
|                                     |                                                                                                                          |   |             |         |              |   |          |         | 
|                                     | Total current assets                                                                                                     |   |             | 129,637 |              |   |          | 149,410 | 
|Non-current assets:                  |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Property, equipment and leasehold improvements, net                                                                      |   |             | 5,280   |              |   |          | 5,444   | 
|                                     | Acquired intangibles, net                                                                                                |   |             | 227,204 |              |   |          | 235,121 | 
|                                     | Debt issuance costs, net                                                                                                 |   |             | 10,402  |              |   |          | 10,987  | 
|                                     | Deferred tax asset                                                                                                       |   |             | 7,795   |              |   |          | 8,295   | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Total non-current assets                                                                                                 |   |             | 250,681 |              |   |          | 259,847 | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|Total assets                         |                                                                                                                          | $ | 380,318     |         |              | $ | 409,257  |        
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|LIABILITIES AND MEMBER DEFICIT       |                                                                                                                          |   |             |         |              |   |          |        
|Current liabilities:                 |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Accounts payable                                                                                                         |   | $           | 13,392  |              |   | $        | 17,118  | 
|                                     | Salaries and benefits payable                                                                                            |   |             | 9,940   |              |   |          | 10,034  | 
|                                     | Accrued acquisition costs                                                                                                |   |             | 466     |              |   |          | 2,165   | 
|                                     | Accrued interest                                                                                                         |   |             | 8,778   |              |   |          | 3,660   | 
|                                     | Other accrued liabilities                                                                                                |   |             | 4,028   |              |   |          | 4,333   | 
|                                     | Customer deposits                                                                                                        |   |             | 37,496  |              |   |          | 32,642  | 
|                                     | Current portion, long-term debt                                                                                          |   |             | 6,772   |              |   |          | 6,343   | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Total current liabilities                                                                                                |   |             | 80,872  |              |   |          | 76,295  | 
|Long-term debt:                      |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Series F Senior Subordinated Notes                                                                                       |   |             | 215,610 |              |   |          | 215,643 | 
|                                     | Senior credit facility Term A Loan                                                                                       |   |             | 24,728  |              |   |          | 26,057  | 
|                                     | Senior credit facility Term B Loan                                                                                       |   |             | 194,500 |              |   |          | 195,000 | 
|                                     | Revolving loan                                                                                                           |   |             | 4,500   |              |   |          |        | 
|                                     | Other long-term liabilities                                                                                              |   |             | 200     |              |   |          | 200     | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Total non-current liabilities                                                                                            |   |             | 439,538 |              |   |          | 436,900 | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|                                     | Total liabilities                                                                                                        |   |             | 520,410 |              |   |          | 513,195 | 
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|Member deficit                       |                                                                                                                          |   | (140,092    | )       |              |   | (103,938 | )      
|                                     |                                                                                                                          |   |             |         |              |   |          |        
|Total liabilities and member deficit |                                                                                                                          | $ | 380,318     |         |              | $ | 409,257  |        
|                                     |                                                                                                                          |   |             |         |              |   |          |        

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except for per member unit and member units outstanding)

|                                  |                            |   |                    |        |      |   |        |        | 
|--------------------------------- | -------------------------- | - | ------------------ | ------ | ---- | - | ------ | ------ | 
|                                  |                            |   | THREE MONTHS ENDED
|                                  |                            |   | MARCH 31          
|                                  |                            |   |                   
|                                  |                            |   | 2003               |        | 2002
|                                  |                            |   |                    |        |     
|Net revenues                      |                            | $ | 63,048             |        |      | $ | 68,970 |       
|Cost of revenues                  |                            |   | 10,701             |        |      |   | 13,214 |       
|                                  |                            |   |                    |        |      |   |        |       
|Gross profit                      |                            |   | 52,347             |        |      |   | 55,756 |       
|Operating expenses:               |                            |   |                    |        |      |   |        |       
|                                  | Sales and marketing        |   |                    | 31,768 |      |   |        | 30,140 | 
|                                  | General and administrative |   |                    | 16,253 |      |   |        | 15,820 | 
|                                  |                            |   |                    |        |      |   |        |       
|Total operating expenses          |                            |   | 48,021             |        |      |   | 45,960 |       
|                                  |                            |   |                    |        |      |   |        |       
|Income from operations            |                            |   | 4,326              |        |      |   | 9,796  |       
|Other income, net                 |                            |   | 212                |        |      |   | 283    |       
|Interest expense                  |                            |   | (8,431             | )      |      |   | (8,577 | )     
|                                  |                            |   |                    |        |      |   |        |       
|Income (loss) before taxes        |                            |   | (3,893             | )      |      |   | 1,502  |       
|Income tax provision              |                            |   | (1,056             | )      |      |   | (241   | )     
|                                  |                            |   |                    |        |      |   |        |       
|Net income (loss)                 |                            | $ | (4,949             | )      |      | $ | 1,261  |       
|                                  |                            |   |                    |        |      |   |        |       
|Net income (loss) per Member unit |                            | $ | (4,949             | )      |      | $ | 1,261  |       
|                                  |                            |   |                    |        |      |   |        |       
|Member units outstanding          |                            |   | 1,000              |        |      |   | 1,000  |       
|                                  |                            |   |                    |        |      |   |        |       

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

|                                                                                     |                                                                                     |   |                    |         |      |   |        |         |  
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------- | - | ------------------ | ------- | ---- | - | ------ | ------- | -
|                                                                                     |                                                                                     |   | THREE MONTHS ENDED
|                                                                                     |                                                                                     |   | MARCH 31,         
|                                                                                     |                                                                                     |   |                   
|                                                                                     |                                                                                     |   | 2003               |         | 2002
|                                                                                     |                                                                                     |   |                    |         |     
|OPERATING ACTIVITIES                                                                 |                                                                                     |   |                    |         |      |   |        |        
|Net income (loss)                                                                    |                                                                                     | $ | (4,949             | )       |      | $ | 1,261  |        
|Adjustments to reconcile net income (loss) to cash provided by
operating activities: |                                                                                     |   |                    |         |      |   |        |        
|                                                                                     | Depreciation and amortization                                                       |   |                    | 10,243  |      |   |        | 9,754   |  
|                                                                                     | Amortization of deferred debt issuance costs                                        |   |                    | 585     |      |   |        | 567     |  
|                                                                                     | Provision for doubtful accounts                                                     |   |                    | 7,567   |      |   |        | 7,423   |  
|                                                                                     | Deferred tax asset                                                                  |   |                    | 500     |      |   |        |        |  
|                                                                                     | Changes in operating assets and liabilities, excluding the effects of
acquisitions: |   |                    |         |      |   |        |         |  
|                                                                                     | Trade receivables                                                                   |   |                    | 11,557  |      |   |        | 152     |  
|                                                                                     | Write-off of doubtful accounts                                                      |   |                    | (9,240  | )    |   |        | (10,870 | )
|                                                                                     | Recoveries of doubtful accounts                                                     |   |                    | 998     |      |   |        | 407     |  
|                                                                                     | Deferred directory costs                                                            |   |                    | (3,681  | )    |   |        | (2,261  | )
|                                                                                     | Other current assets                                                                |   |                    | (294    | )    |   |        | (522    | )
|                                                                                     | Accounts payable                                                                    |   |                    | (806    | )    |   |        | (4,912  | )
|                                                                                     | Accrued liabilities                                                                 |   |                    | (5,019  | )    |   |        | (3,522  | )
|                                                                                     | Accrued interest                                                                    |   |                    | 5,118   |      |   |        | 4,969   |  
|                                                                                     | Customer deposits                                                                   |   |                    | 4,854   |      |   |        | 6,181   |  
|                                                                                     | Other current liabilities                                                           |   |                    |        |      |   |        | (88     | )
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Cash provided by operating activities                                                |                                                                                     |   | 17,433             |         |      |   | 8,539  |        
|INVESTING ACTIVITIES                                                                 |                                                                                     |   |                    |         |      |   |        |        
|Purchase of property, equipment and leasehold improvements                           |                                                                                     |   | (339               | )       |      |   | (318   | )      
|Acquisition of directories                                                           |                                                                                     |   | (2,005             | )       |      |   | (1,216 | )      
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Cash used for investing activities                                                   |                                                                                     |   | (2,344             | )       |      |   | (1,534 | )      
|FINANCING ACTIVITIES                                                                 |                                                                                     |   |                    |         |      |   |        |        
|Borrowings under long-term debt agreements:                                          |                                                                                     |   |                    |         |      |   |        |        
|                                                                                     | Revolving credit facility                                                           |   |                    | 24,250  |      |   |        |        |  
|Repayments of long-term debt:                                                        |                                                                                     |   |                    |         |      |   |        |        
|                                                                                     | Revolving credit facility                                                           |   |                    | (19,750 | )    |   |        |        |  
|                                                                                     | Senior term loans                                                                   |   |                    | (1,400  | )    |   |        |        |  
|Repayments of debt acquired                                                          |                                                                                     |   |                   |         |      |   | (83    | )      
|Distributions to TransWestern Holdings                                               |                                                                                     |   | (31,205            | )       |      |   |       |        
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Cash used for financing activities                                                   |                                                                                     |   | (28,105            | )       |      |   | (83    | )      
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Net increase (decrease) in cash                                                      |                                                                                     |   | (13,016            | )       |      |   | 6,922  |        
|Cash at beginning of period                                                          |                                                                                     |   | 17,408             |         |      |   | 26,913 |        
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Cash at end of period                                                                |                                                                                     | $ | 4,392              |         |      | $ | 33,835 |        
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |                                                                                     |   |                    |         |      |   |        |        
|Cash paid for interest                                                               |                                                                                     | $ | 3,332              |         |      | $ | 3,036  |        
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        
|Cash paid for taxes                                                                  |                                                                                     | $ | 286                |         |      | $ | 262    |        
|                                                                                     |                                                                                     |   |                    |         |      |   |        |        

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|1. |  | GENERAL
|-- |  | -------

The accompanying unaudited consolidated financial statements include the
accounts of TransWestern Publishing Company LLC (the Company) and its wholly
owned operating subsidiaries, Target Directories of Michigan, Inc. (Target)
and
WorldPages, Inc. (WorldPages) and its subsidiaries. All significant
intercompany
transactions have been eliminated. The Company is an independent yellow page
directory publisher and is a wholly owned subsidiary of TransWestern
Holdings L.P. (the Partnership).

These financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and, in the
opinion of management, reflect all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the periods
presented in conformity with accounting principles generally accepted in the
United States. All adjustments were of a normal recurring nature. All material
intercompany balances and transactions have been eliminated. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Companys Form 10-K for the fiscal
year ended December 31, 2002. The 10-K is available on the Internet at
http://www.sec.gov.

Certain amounts in prior period consolidated financial statements have
been
reclassified to conform to the presentation for the three months ended
March 31, 2003.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|2. |  | FINANCIAL STATEMENT DETAILS
|-- |  | ---------------------------

Property, Equipment and Leasehold Improvements

|                                               |  |           |         |              |  |   |         |  
|---------------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | -
|                                               |  | MARCH 31, |         | DECEMBER 31,
|                                               |  | 2003      |         | 2002        
|                                               |  |           |         |             
|Computer and office equipment                  |  | $         | 14,289  |              |  | $ | 14,033  |  
|Furniture and fixtures                         |  |           | 3,385   |              |  |   | 3,323   |  
|Leasehold improvements                         |  |           | 820     |              |  |   | 802     |  
|                                               |  |           |         |              |  |   |         |  
|                                               |  |           | 18,494  |              |  |   | 18,158  |  
|Less accumulated depreciation and amortization |  |           | (13,214 | )            |  |   | (12,714 | )
|                                               |  |           |         |              |  |   |         |  
|                                               |  | $         | 5,280   |              |  | $ | 5,444   |  
|                                               |  |           |         |              |  |   |         |  

Acquired Intangibles

|                              |                           |   |           |         |              |   |          |         | 
|----------------------------- | ------------------------- | - | --------- | ------- | ------------ | - | -------- | ------- | 
|                              |                           |   | MARCH 31, |         | DECEMBER 31,
|                              |                           |   | 2003      |         | 2002        
|                              |                           |   |           |         |             
|Customer base                 |                           | $ | 223,044   |         |              | $ | 222,174  |        
|Goodwill                      |                           |   | 165,768   |         |              |   | 164,983  |        
|Licensing agreements          |                           |   | 1,224     |         |              |   | 1,224    |        
|Non-competes                  |                           |   | 5,896     |         |              |   | 5,696    |        
|                              |                           |   |           |         |              |   |          |        
|                              |                           |   | 395,932   |         |              |   | 394,077  |        
|Less accumulated amortization |                           |   | (168,728  | )       |              |   | (158,956 | )      
|                              |                           |   |           |         |              |   |          |        
|                              | Acquired intangibles, net |   | $         | 227,204 |              |   | $        | 235,121 | 
|                              |                           |   |           |         |              |   |          |        

Debt issuance costs

|                              |                          |   |           |        |              |   |        |        | 
|----------------------------- | ------------------------ | - | --------- | ------ | ------------ | - | ------ | ------ | 
|                              |                          |   | MARCH 31, |        | DECEMBER 31,
|                              |                          |   | 2003      |        | 2002        
|                              |                          |   |           |        |             
|Debt issuance costs           |                          | $ | 17,200    |        |              | $ | 17,200 |       
|Less accumulated amortization |                          |   | (6,798    | )      |              |   | (6,213 | )     
|                              |                          |   |           |        |              |   |        |       
|                              | Debt issuance costs, net |   | $         | 10,402 |              |   | $      | 10,987 | 
|                              |                          |   |           |        |              |   |        |       

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|3. |  | LONG TERM DEBT
|-- |  | --------------

On January 15, 2003, the Partnership redeemed the remaining $28.9 million
in
aggregate principal amount of Partnerships Discount Notes. In order to fund
the
redemption, the Company distributed $31.2 million to the Partnership. The
Company
borrowed $15.0 million of the available $65.0 million on its revolving line of
credit and used cash on hand to fund the remaining distribution to the
Partnership.

As of March 31, 2003 the Company had total outstanding long term
indebtedness of $439.5 million, including $215.6 million of Series F  9 5/8%
Senior Subordinated Notes due 2007, $24.7 million of outstanding borrowings
under the Term A Loan due 2007, $194.5 million of outstanding borrowings under
the Term B Loan due 2008, $4.5 million of outstanding borrowings under its
$65.0
million revolving credit facility, and $0.2 million in acquisition related
debt.



|4. |  | DIRECTORY ACQUISITIONS
|-- |  | ----------------------

TelFax, Inc. On February 6, 2003, the Company purchased certain tangible
and intangible assets of TelFax, Inc. for $2.0 million. The Company acquired
two
directories in Oregon and one in Washington.

The purchase price for the acquisition above has been allocated on a
preliminary
basis to the tangible and intangible assets acquired based on their respective
fair
values at the date of acquisition, as follows (in thousands):

|                                         |  |   |       | 
|---------------------------------------- |  | - | ----- | 
|Customer list                            |  | $ | 870   | 
|Goodwill                                 |  |   | 785   | 
|Non-compete                              |  |   | 200   | 
|Other current and non-current net assets |  |   | 150   | 
|                                         |  |   |       | 
|Total consideration                      |  | $ | 2,005 | 

Total consideration paid in the purchase acquisitions is as follows (in
thousands):

|                          |  |   |       | 
|------------------------- |  | - | ----- | 
|Cash paid for acquisition |  | $ | 1,950 | 
|Merger fees incurred      |  |   | 55    | 
|                          |  |   |       | 
|Total consideration       |  | $ | 2,005 | 

Assuming that the above acquisition had occurred on the first day of
the Companys three month period ended March 31, 2003 and March 31, 2002,
the unaudited pro forma results of operations would be as follows:

|                                  |  |                              |        |      |  |   |        | 
|--------------------------------- |  | ---------------------------- | ------ | ---- |  | - | ------ | 
|                                  |  | Three months ended March 31,
|                                  |  |                             
|                                  |  | 2003                         |        | 2002
|                                  |  |                              |        |     
|                                  |  | (Unaudited)                 
|Net revenues                      |  | $                            | 63,572 |      |  | $ | 69,523 | 
|Net income (loss)                 |  |                              | (4,723 | )    |  |   | 1,457  | 
|Net income (loss) per member unit |  |                              | (4,723 | )    |  |   | 1,457  | 

These results give effect to pro forma adjustment for the amortization of
acquired
intangibles and for the additional interest expense on the debt incurred to
fund the acquisitions.

8



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##### Table of Contents



TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|5. |  | GUARANTEE
|-- |  | ---------

Target Directories of Michigan, Inc., WorldPages, Inc., and
TransWesterns other material wholly-owned subsidiaries, fully and
unconditionally guaranteed the Companys outstanding
9 5/8% Series F Senior Subordinated Notes due 2007 on an unsecured senior
subordinated basis. Target and WorldPages, Inc, and its subsidiaries are the
Companys only consolidated operating subsidiaries, other than an
inconsequential subsidiary which is a co-issuer of such notes, and has no debt
senior to the Notes. The following includes summarized financial data for the
Companys unconditional guarantors:

|                         |  |                              |         |              |  |   |         | 
|------------------------ |  | ---------------------------- | ------- | ------------ |  | - | ------- | 
|                         |  | Three months ended March 31,
|                         |  |                             
|                         |  | 2003                         |         | 2002        
|                         |  |                              |         |             
|                         |  | (Unaudited)                 
|Statement of Operations: |  |                              |         |              |  |   |         | 
|Net revenues             |  | $                            | 24,318  |              |  | $ | 37,256  | 
|Gross profit             |  |                              | 20,565  |              |  |   | 30,494  | 
|Operating income         |  |                              | 4,134   |              |  |   | 17,624  | 
|Net income               |  |                              | 842     |              |  |   | 8,397   | 
|                        
|                         |  | March 31,                    |         | December 31,
|                         |  | 2003                         |         | 2002        
|                         |  |                              |         |             
|                         |  | (Unaudited)                 
|Balance Sheet:           |  |                              |         |              |  |   |         | 
|Current assets           |  | $                            | 66,212  |              |  | $ | 63,962  | 
|Non-current assets       |  |                              | 187,153 |              |  |   | 190,605 | 
|Current liabilities      |  |                              | 20,821  |              |  |   | 21,756  | 
|Non-current liabilities  |  |                              | 205,804 |              |  |   | 206,912 | 



|6. |  | LEGAL PROCEEDINGS
|-- |  | -----------------

The Company and/or its subsidiaries are parties to various
litigation matters incidental to the conduct of their business.
Management does not believe that the outcome of any of these matters
will have a material adverse effect on the Companys financial condition
or the results of its operations.



|7. |  | GOODWILL
|-- |  | --------

A summary of changes in the Companys goodwill for the three month period
ended
March 31, 2003 is as follows:

|         |  |            |         |                  |  |             |     |                |  |  |   |            |  |   |         | 
|-------- |  | ---------- | ------- | ---------------- |  | ----------- | --- | -------------- |  |  | - | ---------- |  | - | ------- | 
|         |  | January 1, |         |                  |  |             |     |                |  |  |   | Balance at
|         |  | 2003       |         | Acquisitions (1) |  | Impairments |     | March 31, 2003
|         |  |            |         |                  |  |             |     |               
|Goodwill |  | $          | 164,983 |                  |  | $           | 785 |                |  |  |  |            |  | $ | 165,768 | 
|         |  |            |         |                  |  |             |     |                |  |  |   |            |  |   |         | 



|(1) |  | Acquisition relates to the Companys preliminary purchase price allocation
for TelFax, Inc.
|--- |  | -------------------------------------------------------------------------------------------

9



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##### Table of Contents



TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|8. |  | NEW ACCOUNTING PRONOUNCEMENTS
|-- |  | -----------------------------

In April 2002, the Financial Accounting Standards Board (FASB) issued
FAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. This statement, among other
things, changes the way gains and losses from the extinguishment of debt are
reported. Previously, all gains and losses from the extinguishment of debt were
required to be reported as an extraordinary item, net of related tax effect.
Under FAS 145, gains and losses from the extinguishment of debt should be
reported as part of on-going operations, unless the extinguishment of debt is
both an unusual and infrequent event for the entity. Previously reported
extraordinary gains and losses from the extinguishment of debt that are not
unusual or infrequent should be reclassified. The Company has reclassified
$3.5 million of extraordinary losses recorded during June of the year ended
December 31, 2001. The adoption of this statement did not affect reported net
income.

10



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##### Table of Contents






ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Overview

As used in this item and throughout this Quarterly Report on Form
10-Q, we, us, and our each refer to the Company, the Partnership and
their direct and indirect subsidiaries, collectively.

We recognize net revenues from the sale of advertising placed in
each directory when the completed directory is distributed. Costs directly
related to sales, production, printing and distribution of each directory are
capitalized as deferred directory costs and then matched against related net
revenues upon distribution. All of our other operating costs are recognized
during the period when incurred. As the number of directories that we publish
increases, the publication schedule is periodically adjusted to accommodate new
books. In addition, changes in distribution dates are affected by market and
competitive conditions and the staffing level required to achieve
the individual directory revenue goals. As a result, our directories
may be published in a month earlier or later than the previous year which
may move recognition of related revenues from one fiscal quarter or year to
another. Year to year results depend on both timing and performance factors.

Notwithstanding significant monthly fluctuation in net revenues which are
recognized based on actual distribution dates of individual directories, our
bookings and cash collection activities generally occur at a relatively steady
pace throughout the year. The table below demonstrates that quarterly bookings,
collection of advance payments and total cash receipts, which includes both
advance payments and collections of accounts receivable, generally vary less on
a percentage basis than our net revenues or EBITDA.

|                        |  |             |      |             |  |             |      |             |  |             |      |  |  |   |      |  |  |   |      | 
|----------------------- |  | ----------- | ---- | ----------- |  | ----------- | ---- | ----------- |  | ----------- | ---- |  |  | - | ---- |  |  | - | ---- | 
|                        |  | 2003        |      | 2002        |  | 2002        |      | 2002        |  | 2002       
|                        |  |             |      |             |  |             |      |             |  |            
|                        |  | 1st Quarter |      | 4th Quarter |  | 3rd Quarter |      | 2nd Quarter |  | 1st Quarter
|                        |  |             |      |             |  |             |      |             |  |            
|Net revenues            |  | $           | 63.0 |             |  | $           | 96.8 |             |  | $           | 75.0 |  |  | $ | 94.5 |  |  | $ | 69.0 | 
|EBITDA (a)              |  | $           | 14.8 |             |  | $           | 33.4 |             |  | $           | 15.2 |  |  | $ | 31.7 |  |  | $ | 19.9 | 
|Bookings (b)            |  | $           | 67.4 |             |  | $           | 83.9 |             |  | $           | 88.2 |  |  | $ | 72.3 |  |  | $ | 62.1 | 
|Advance payments        |  | $           | 31.6 |             |  | $           | 34.2 |             |  | $           | 34.1 |  |  | $ | 31.7 |  |  | $ | 29.8 | 
|Total cash receipts (c) |  | $           | 74.7 |             |  | $           | 82.3 |             |  | $           | 77.3 |  |  | $ | 75.8 |  |  | $ | 67.9 | 



|(a) |  | EBITDA is defined as income (loss) before extraordinary item,
discretionary
contributions to the Companys equity compensation plans (such contributions
represent special distributions to the Companys equity compensation plans in
connection with refinancing transactions), non-recurring management bonuses
and
fees in connection with the June 2001 recapitalization of the Partnership,
plus
interest expense, taxes, and depreciation and amortization and is consistent
with
the definition of EBITDA in the indentures relating to the Companys notes
and in
the Companys senior credit facility. EBITDA is not a measure of performance
under
accounting principles generally accepted in the United States (GAAP). EBITDA
should
not be considered in isolation or as a substitute for net income, cash flows
from
operating activities and other income or cash flow statement data prepared in
accordance with GAAP, or as a measure of profitability or liquidity. However,
management has included EBITDA because it may be used by certain investors to
analyze and compare companies on the basis of operating performance, leverage
and liquidity and to determine a companys ability to service debt. The
Companys definition of EBITDA may not be comparable to that of other
companies
and is derived as follows (in thousands):
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



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##### Table of Contents



|                              |  |                              |        |      |  |   |        | 
|----------------------------- |  | ---------------------------- | ------ | ---- |  | - | ------ | 
|                              |  | Three months ended March 31,
|                              |  |                             
|                              |  | 2003                         |        | 2002
|                              |  |                              |        |     
|                              |  | (Unaudited)                 
|Net income (loss)             |  | $                            | (4,949 | )    |  | $ | 1,261  | 
|Interest expense              |  |                              | 8,431  |      |  |   | 8,577  | 
|Depreciation and amortization |  |                              | 10,275 |      |  |   | 9,786  | 
|Tax provision                 |  |                              | 1,056  |      |  |   | 241    | 
|                              |  |                              |        |      |  |   |        | 
|EBITDA                        |  | $                            | 14,813 |      |  | $ | 19,865 | 



|(b) |  | Bookings is defined as the daily advertising orders received from
accounts during a given period and generally occur at a steady pace
throughout the year. Bookings generated by predecessor owners of acquired
directories are excluded.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) |  | Total cash receipts includes both advance payments and collections of
accounts
receivable.                                                                                                                                                 

RESULTS OF OPERATIONS

The following table summarizes our results of operations as a percentage
of revenues for the periods indicated:

|                           |  |                 |       |      |  |  |       |  
|-------------------------- |  | --------------- | ----- | ---- |  |  | ----- | -
|                           |  | THREE MONTHS   
|                           |  | ENDED MARCH 31,
|                           |  |                
|                           |  | 2003            |       | 2002
|                           |  |                 |       |     
|Net revenues               |  |                 | 100.0 | %    |  |  | 100.0 | %
|Cost of revenues           |  |                 | 17.0  |      |  |  | 19.2  |  
|                           |  |                 |       |      |  |  |       |  
|Gross profit               |  |                 | 83.0  |      |  |  | 80.8  |  
|Sales and marketing        |  |                 | 50.4  |      |  |  | 43.7  |  
|General and administrative |  |                 | 25.8  |      |  |  | 22.9  |  
|                           |  |                 |       |      |  |  |       |  
|Income from operations     |  |                 | 6.9   | %    |  |  | 14.2  | %
|                           |  |                 |       |      |  |  |       |  
|EBITDA Margin (a), (b)     |  |                 | 23.5  | %    |  |  | 28.8  | %
|                           |  |                 |       |      |  |  |       |  



|(a) |  | For a definition of EBITDA see the immediately preceding section.                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | EBITDA Margin is defined as EBITDA as a percentage of net revenues.
Management believes that EBITDA margin provides a valuable indication
of the Companys ability to generate cash flows available for debt
service.

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2002

Net revenues decreased $6.0 million, or 8.6%, from $69.0 million in the
three months ended March 31, 2002 to $63.0 million in the same period in
2003. The Company published 56 directories in the three months ended March 31,
2003
compared to 58 in the same period in 2002. The decrease in net revenues was due
to
$24.3 million of net revenues associated with 22 directories published in the
three months ended March 31, 2002 but not in the same period in 2003 (these
directories did not meet specific sales objectives in order to publish them in
the
quarter); offset by $5.2 million from five new directories, $11.0 million from
15
directories for which the publication date moved into the period and growth in
the
same 36 directories published during both periods of $2.1 million.

12



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##### Table of Contents



As a result of a combination of factors, including the addition of new
customers, price increases, increases in the amount of advertising by current
customers and new directory features such as colorization of ads, additional
ad sizes and additional headings, our same book revenue growth for the 36
directories published in both periods was 4.8%.

Cost of revenues decreased $2.5 million, or 19.0%, from $13.2 million in
the three months ended March 31, 2002 to $10.7 million in the same period
in 2003. The decrease was the result of $0.7 million of lower costs associated
with the 36 same directories and $4.5 million of costs associated with 22
directories published during the three months ended March 31, 2002, but not in
the same period in 2003; offset by $1.4 million of costs associated with
five new directories published in the three months ended March 31, 2003 and
$1.4 million in costs associated with 15 directories published in the three
months ended March 31, 2003, but not in the same period in 2002. Production
support costs decreased $0.1 million in the three months ended March 31, 2002.

As a result of the above, gross profit decreased $3.4 million, or 6.1%,
from $55.8 million in the three months ended March 31, 2002 to $52.4
million in the same period in 2003. Gross margin increased from 80.8% in the
three months ended March 31, 2002 to 83.0% in the same period in 2003 as a
result of lower direct costs on the same 36 directories.

Selling and marketing expenses increased $1.7 million, or 5.4%, from
$30.1 million in the three months ended March 31, 2002 to $31.8 million in
the same period in 2003. The increase was attributable to increases of $2.7
million in sales support costs and $0.2 million in provision for bad debt;
offset by decreases of $0.6 million in direct sales costs and an increase
of $0.6 million in recovered revenue in the three months ended March 31, 2003.

Of the increase in sales support costs of $2.7 million, $1.3 million was
due to employment recruiting costs and training costs, $0.9 million was due
to a general increase in costs associated with personnel and other costs
associated with our field sales offices, and $0.5 million was due to sales
offices acquired since the first quarter of 2002. The decrease in direct sales
costs of $0.6 million was as follows: $5.6 million of costs associated with 22
directories that published in the three months ended March 31, 2002 but not in
the same period in 2003; offset by $1.4 million of costs for the five new
directories, $2.8 million for 15 directories moving into the period, and $0.8
million of higher costs associated with the 36 same directories. Direct sales
costs as a percentage of revenue for the same 36 directories published during
both periods increased from 19.3% to 20.2% in the three months ended
March 31, 2003 compared to the same period in 2002.

General and administrative expense increased $0.5 million, or 2.7%, from
$15.8 million for the three months ended March 31, 2002 to $16.3 million
for the same period in 2003. The increase is due to: amortization of acquired
customer base and other intangibles of $0.5 million.

As a result of the above factors, income from operations decreased $5.5
million, or 55.8%, from $9.8 million in the three months ended March 31,
2002 to $4.3 million in the same period in 2003. Income from operations as a
percentage of net revenues decreased from 14.2% in the three months ended
March 31, 2002 to 6.9% in the same period in 2003.

Interest expense decreased $0.2 million, or 1.7%, from $8.6 million in
the three months ended March 31, 2002 to $8.4 million in the same period
in 2003 due to a decrease in the rates of interest paid as a result of
decreases in Prime and LIBOR rates.

The provision for income taxes increased $0.9 million, or 338.2%, from
$0.2
million in the three months ended March 31, 2002 to $1.1 million in the same
period in 2003 due to a change in the effective tax rate of our wholly-owned
subsidiaries. Specifically, we were able to utilize net operating losses during
the three months ended March 31, 2002 versus no utilization of net operating
losses for the same period in 2003.

As a result of the above factors, net income decreased $6.2 million,
from income of $1.3 million in the three months ended March 31, 2002 to
a loss of $4.9 million in the same period in 2003.

13



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LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $17.4 million in the three
months ended March 31, 2003 compared to $8.5 million provided in the same
period in 2002. The increase in cash provided by operations was primarily
due to increased collections in trade receivables from published directories of
$4.2 million, increased collections of advance payments of $1.8 million, and
the
change in receivables resulting from moving directories out of the quarter.

Net cash used for investing activities was $2.3 million in the three
months ended March 31, 2003, as compared to $1.5 million in the same period in
2002. Investing activities consist primarily of cash used to acquire
directories. In the three months ended March 31, 2003, $2.0 million was spent
to acquire directories compared to $1.2 million in the same period in the
prior year. Acquisitions made in the three months ended March 31, 2003 are
discussed in note 4 of the financial statements included in this Form 10-Q.

Net cash used for financing activities was $28.1 million in the three
months
ended March 31, 2003 as compared to $0.1 million in the same period in 2002.
The amounts of cash used by financing activities for the three months ended
March 31, 2003 were primarily for distributions to the Partnership for the
redemption of the Partnerships 11 7/8% senior discount notes.

On January 15, 2003, the Partnership redeemed the remaining $28.9 million
in
aggregate principal amount of Partnerships Discount Notes. In order to fund
the
redemption, the Company distributed $31.2 million to the Partnership. The
Company
borrowed $15.0 million of the available $65.0 million on its revolving line of
credit and used cash on hand to fund the remaining distribution to the
Partnership.

As of March 31, 2003 the Company had total outstanding long term
indebtedness of $439.5 million, including $215.6 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $24.7 million of outstanding borrowings
under
the Term A Loan due 2007, $194.5 million of outstanding borrowings under the
Term B Loan due 2008, $4.5 million of outstanding borrowings under its $65.0
million revolving credit facility, and $0.2 million in acquisition related
debt.

Our principal sources of funds are cash flows from operating activities
and borrowing availability of $60.5 million under our revolving credit
facility.
We believe that these funds will provide us with sufficient liquidity and
capital
resources to meet our current and future financial obligations for the next
twelve
months, including the payment of principal and interest on our notes, as well
as to
provide funds for our working capital, capital expenditures and other needs.
Our
future operating performance will be subject to future economic conditions and
to
financial, business and other factors, many of which are beyond our control.
There can be no assurance that such sources of funds will be adequate and that
we will not require additional capital from borrowings or securities offerings
to satisfy such requirements. In addition, we may require additional capital
to fund future acquisitions and there can be no assurance that such capital
will be available.

The senior credit facility and the indentures governing TransWesterns
notes
significantly restrict the distribution of funds by TransWestern and the other
indirect subsidiaries of the Partnership. We cannot assure you that the
agreements
governing the indebtedness of the Partnerships subsidiaries will permit such
subsidiaries to distribute funds to the Partnership.

14



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##### Table of Contents



FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements
which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
the beliefs of our management as well as on assumptions made by and
information currently available to us at the time such statements
were made. When used in this Quarterly Report on Form 10-Q, the words
anticipate, believe, estimate, expect, intends and similar
expressions, as they relate to our company are intended to identify forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. Important factors that could
affect our results include, but are not limited to, (i) our high level
of indebtedness; (ii) the restrictions imposed by the terms of our
indebtedness; (iii) the turnover rate amongst our account executives;
(iv) the variation in our quarterly results; (v) risks related to the fact
that a large portion of our sales are to small, local businesses; (vi) our
dependence on certain key personnel; (vii) risks related to the acquisition
and start-up of directories; (viii) risks related to substantial competition
in our markets; (ix) risks related to changing technology and new product
developments; (x) the effect of fluctuations in paper costs; and (xi) the
sensitivity of our business to general economic conditions. Additional
information with respect to these and other factors that could cause our
actual results to differ from those projected are included in the
Risk Factors section of the Companys Registration Statement on Form S-4,
Registration No. 333-70470, filed with the SEC on October 19, 2001.






|ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|----------------------------------------------------------------------

We are exposed to interest rate risk in connection with the term loans and
the revolving loans outstanding under our senior credit facility, which bear
interest at floating rates based on LIBOR or the prime rate plus an applicable
borrowing margin. As of March 31, 2003 there was approximately $29.5 million
outstanding under the Term A Loan (at an average interest rate of 4.1% at such
time),
$196.5 million under the Term B Loan (at an average interest rate of 4.5% at
such time),
and $4.5 million outstanding under the revolving loan. Based on such balances,
an
immediate increase of one percentage point in the applicable interest rate
would
cause an increase in interest expense of approximately $2.3 million on an
annual
basis. We do not attempt to mitigate this risk through hedging transactions.
All of our sales are denominated in U.S. dollars, thus we are not subject to
any
foreign currency exchange risks.






|ITEM 4.     CONTROLS AND PROCEDURES
|-----------------------------------

Based on their most recent evaluation, which was completed within 90 days
of the
filing of this Form 10-Q, the Companys Chief Executive Officer and Chief
Financial
Officer believe the Companys disclosure controls and procedures are effective.
There
were no significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material
weaknesses.






|PART II.     OTHER INFORMATION
|------------------------------






|ITEM 1.      LEGAL PROCEEDINGS
|------------------------------

The Company and/or its subsidiaries are parties to various litigation
matters incidental to the conduct of their business. Management does not
believe that the outcome of any of these matters will have a material
adverse effect on the Companys financial condition or the results of its
operations.




ITEM 2.      CHANGES IN SECURITIES

None

15



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##### Table of Contents






|        |  |                                
|------- |  | -------------------------------
|ITEM 3. |  | DEFAULTS UPON SENIOR SECURITIES
|        |  |                                
|        |  | None                           




|        |  |                                                  
|------- |  | -------------------------------------------------
|ITEM 4. |  | SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
|        |  |                                                  
|        |  | Not applicable                                   






|        |  |                  
|------- |  | -----------------
|ITEM 5. |  | OTHER INFORMATION
|        |  |                  
|        |  | None             




|        |  |                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                                            
|        |  |                                                                                                                             
|        |  | (A) Exhibits.                                                                                                               
|        |  | 99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                                             
|        |  | (B) Reports on Form 8-K.
None                                                                                               

16



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on
May 8, 2003 on its
behalf by the undersigned thereunto duly authorized.

| |  |     |  |                                                                                                                                                                          | 
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| |  |     |  | TRANSWESTERN PUBLISHING COMPANY LLC
(Registrant)                                                                                                                         | 
| |  |     |  |                                                                                                                                                                          | 
| |  | BY: |  | TransWestern Communications Company, Inc.
(Manager)                                                                                                                      | 
| |  |     |  |                                                                                                                                                                          | 
| |  | BY: |  | /s/ Ricardo Puente                                                                                                                                                       | 
| |  |     |  |                                                                                                                                                                          | 
| |  |     |  | Name: Ricardo Puente
Title:   President, Chief Executive Officer
            and Director (Principal Executive
            Officer)                                      | 
| |  |     |  |                                                                                                                                                                          | 
| |  | BY: |  | /s/ Joan Fiorito                                                                                                                                                         | 
| |  |     |  |                                                                                                                                                                          | 
| |  |     |  | Name: Joan Fiorito
Title:  Vice President, Chief Financial
           Officer and Assistant Secretary
           (Principal Financial and Accounting
           Officer) | 

17



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##### Table of Contents



CERTIFICATIONS

I, Joan M. Fiorito, V.P. & Chief Financial Officer, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of TransWestern
Publishing Company LLC;                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 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 8, 2003 | 
|                   |  |  |  | /s/ Joan M. Fiorito                            
|                   |  |  |  | Joan M. Fiorito
V. P.  Chief Financial Officer

18



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##### Table of Contents



CERTIFICATIONS

I, Ricardo Puente, President and Chief Executive Officer, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of TransWestern
Publishing Company LLC;                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 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 8, 2003 | 
|                   |  |  |  | /s/ Ricardo Puente                                
|                   |  |  |  | Ricardo Puente
President & Chief Executive Officer

19