UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

     FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2003

[ ] 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: 000-32217

                             DYNAMIC VENTURES, INC.
                 (Name of small business issuer in its charter)

                 WASHINGTON                                91-2023525
(State or Other Jurisdiction of Incorporation)   (IRS Employer Identification
                                                              No.)

                     114 WEST MAGNOLIA STREET, SUITE 400-127
                         BELLINGHAM, WASHINGTON   98225
                    (Address of Principal Executive Offices)

                                 (360) 392-3950
                           (Issuer's telephone number)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

On  May  7,  2003, the registrant had 14,620,000 shares of Common Stock, $0.0001
par  value  per  share,  issued  and  outstanding

     Transitional Small Business Disclosure Format (check one)  Yes [ ]  No [X]


<PAGE>
                             DYNAMIC VENTURES, INC.
                      FOR THE QUARTER ENDED MARCH 31, 2003

                              INDEX TO FORM 10-QSB


                                                                            PAGE
                                                                            ----

PART  I      FINANCIAL  INFORMATION                                         ii

Item  1.     Financial  Statements                                           1

Item  2.     Plan  of  Operation                                            11

Item  3.     Controls  and  Procedures                                      18

PART  II                                                                    19

Item  1.     Legal  Proceedings                                             19

Item  2.     Changes  in  Securities                                        19

Item  3.     Defaults  Upon  Senior  Securities                             19

Item  4.     Submissions  of  Matters  to  Vote  of  Security  Holders      19

Item  5.     Other  Information                                             19

Item  6.     Exhibits  and  Reports  on  Form  8-K                          20

Signatures                                                                  21


                                      -ii-
<PAGE>
EXPLANATORY  NOTE:

Dynamic Ventures Inc. issued a stock dividend of seven-tenths of one share for
every one share issued and outstanding to shareholders of record at 8:00 a.m.
(Eastern time) on April 9, 2003 (the "Record Date"). As of the Record Date, the
Company had 8,600,000 shares of common stock issued and outstanding. Fractional
shares resulting from the stock dividend were rounded up to the next whole
share. After giving effect to the stock dividend, the Company had 14,620,000
shares of common stock issued and outstanding. The information contained in this
quarterly report on Form 10-QSB gives retroactive effect to the stock dividend.


                         PART I.  FINANCIAL INFORMATION


ITEM  1.




                    Financial Statements


                    DYNAMIC VENTURES INC.
                    (A Development Stage Company)


                    Three months ended March 31, 2003 and 2002
                    (Unaudited)


                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                           March 31,    December 31,
                                                              2003         2002
                                                               $            $
                                                          (unaudited)   (audited)
<S>                                                       <C>           <C>
Assets

Current Assets

Cash                                                           48,687      63,946
------------------------------------------------------------------------------------

Total Assets                                                   48,687      63,946
====================================================================================


Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                518           -
  Accrued liabilities (Note 5(b))                              27,000      28,201
  Note payable (Note 4)                                       100,000     100,000
------------------------------------------------------------------------------------

Total Liabilities                                             127,518     128,201
------------------------------------------------------------------------------------

Contingent Liability (Note 1)
Commitments (Notes 3 and 6)
Subsequent Event (Note 7)

Stockholders' Deficit

Common Stock: 100,000,000 common shares authorized
with a par value of $0.0001; 14,620,000 shares issued
and outstanding (Note 7)                                        1,462       1,462

Additional Paid-in Capital (Note 7)                            84,538      84,538

Donated Capital (Note 5(c))                                    21,000      18,000
------------------------------------------------------------------------------------
                                                              107,000     104,000
------------------------------------------------------------------------------------
Preferred Stock, 20,000,000 preferred shares authorized
with a par value of $0.0001; none issued                            -           -
------------------------------------------------------------------------------------
Deficit Accumulated During the Development Stage             (185,831)   (168,255)
------------------------------------------------------------------------------------
Total Stockholders' Deficit                                   (78,831)    (64,255)
------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                    48,687      63,946
====================================================================================
</TABLE>

(Effective  April  9, 2003, Dynamic Ventures Inc. issued a stock dividend of 0.7
shares  of  common  stock for each share of common stock issued and outstanding.
Information  contained in these financial statements gives retroactive effect to
the  stock  dividend.)

    (The accompanying notes are an integral part of the financial statements)


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)


                                                Accumulated from
                                                 April 10, 2000                     For the
                                              (Date of Inception)              Three Months Ended
                                                  to March 31,                     March 31,
                                                      2003                  2003              2002
                                                       $                     $                 $
<S>                                           <C>                   <C>                   <C>
Revenue                                                         -
------------------------------------------------------------------------------------------------------

Expenses

  Consulting (Note 5)                                      56,318                 8,000             -
  Foreign exchange loss (gain)                                864                  (249)            2
  Interest and bank charges (Note 5(b))                    27,316                 3,087         2,979
  License amortized and written-off                        24,750                     -             -
  Market research                                           1,500                     -             -
  Office, rent and telephone                                8,371                   452           819
  Organizational and offering costs                        11,000                     -             -
  Professional fees                                        39,115                 5,064         3,813
  Transfer agent and filing fees                            7,704                 1,259           900
  Web site maintenance fee                                  1,000                     -             -
  Less:  Interest income                                   (2,357)                  (37)            -
------------------------------------------------------------------------------------------------------
Total Expenses                                            175,581                17,576         8,513
------------------------------------------------------------------------------------------------------
Net Loss for the Period                                  (175,581)              (17,576)       (8,513)
======================================================================================================
Basic Net Loss Per Share                                                              -             -
======================================================================================================
Weighted Average Shares Outstanding (Note 7)                                 14,620,000    14,620,000
======================================================================================================
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)



    (The accompanying notes are an integral part of the financial statements)


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)

                                                       For the
                                                  Three Months Ended
                                                      March  31,
                                                   2003       2002
                                                     $         $
<S>                                              <C>        <C>
Cash Flows to Operating Activities

  Net loss                                        (17,576)   (8,513)

  Adjustment to reconcile net loss to cash

    Donated consulting                              3,000         -

  Change in operating assets and liabilities

    Increase (decrease) in accounts payable and
       accrued liabilities                           (683)    1,684
--------------------------------------------------------------------
Net Cash Used by Operating Activities             (15,259)   (6,829)
--------------------------------------------------------------------
Cash Flows from Financing Activities                    -         -
--------------------------------------------------------------------
Cash Flows to Investing Activities                      -         -
--------------------------------------------------------------------
Change in Cash                                    (15,259)   (6,829)

Cash - Beginning of Period                         63,946    80,802
--------------------------------------------------------------------
Cash - End of Period                               48,687    73,973
====================================================================

Non-Cash Financing Activities                           -         -
====================================================================

Supplemental Disclosures

  Interest paid                                         -         -
  Income tax paid                                       -         -
</TABLE>


    (The accompanying notes are an integral part of the financial statements)


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
From April 10, 2000 (Date of Inception) to March 31, 2003
(expressed in U.S. dollars)



                                                                                              Deficit
                                                                                            Accumulated
                                                              Additional                    During the
                                            Common Stock       Paid-in   Donated            Development
                                         Shares    Par Value   Capital   Capital    Total      Stage
                                           #           $          $         $         $          $
<S>                                    <C>         <C>         <C>       <C>       <C>       <C>
Balance - April 10, 2000 (Date of
Inception)                                      -           -         -         -         -          -

  Stock issued for license at a fair
    market value of $0.0058824 per
    share (Note 7)                      5,950,000         595    34,405         -    35,000          -

  Stock issued for organizational
    expenses and offering costs at a
    fair market value of $0.0058824
    per share (Note 7)                  1,870,000         187    10,813         -    11,000          -

  Dividend deemed paid (Note 5)                 -           -         -         -         -    (10,250)

  Net loss for the period                       -           -         -         -         -    (50,707)
-------------------------------------------------------------------------------------------------------

Balance - December 31, 2000
(audited)                               7,820,000         782    45,218         -    46,000    (60,957)

  Stock issued at $0.0058824 per
  share for cash (Note 7)               6,800,000         680    39,320         -    40,000          -

  Net loss for the year                         -           -         -         -         -    (58,167)
-------------------------------------------------------------------------------------------------------

Balance - December 31, 2001
(audited)                              14,620,000       1,462    84,538         -    86,000   (119,124)

  Donated consulting                            -           -         -    18,000    18,000          -

  Net loss for the year                         -           -         -         -         -    (49,131)
-------------------------------------------------------------------------------------------------------

Balance - December 31, 2002
(audited)                              14,620,000       1,462    84,538    18,000   104,000   (168,255)

  Donated consulting                            -           -         -     3,000     3,000          -

  Net loss for the period                       -           -         -         -         -    (17,576)
-------------------------------------------------------------------------------------------------------

Balance - March 31, 2003 (unaudited)   14,620,000       1,462    84,538    21,000   107,000   (185,831)
=======================================================================================================
</TABLE>

    (The accompanying notes are an integral part of the financial statements)


                                      -4-
<PAGE>
1.     Development  Stage  Company

     Dynamic Ventures Inc. herein (the "Company") was incorporated in the State
     of Washington, U.S.A. on April 10, 2000. The Company acquired a license to
     market and distribute vitamins, minerals, nutritional supplements, and
     other health and fitness products in the States of Nevada and Utah. The
     grantor of the license offers these products for sale from various
     suppliers on their Web Site. The Company is in the early development stage.
     In a development stage company, management devotes most of its activities
     in developing a market for its products. Planned principal activities have
     not yet begun. The ability of the Company to emerge from the development
     stage with respect to any planned principal business activity is dependent
     upon its successful efforts to raise additional equity financing and/or
     attain profitable operations. There is no guarantee that the Company will
     be able to raise further equity financing or sell any of its products at a
     profit. There is substantial doubt regarding the Company's ability to
     continue as a going concern.

     The Company's SB-2 Registration Statement filed with the U.S. Securities
     and Exchange Commission was declared effective on January 5, 2001. The
     Company completed an offering and issued 6,800,000 common shares at
     $0.0058824 per share (4,000,000 common shares at $0.01 per share on a
     pre-stock dividend basis) for cash proceeds of $40,000. (see Note 7)

     On January 29, 2001, the Company received $100,000 from a company
     controlled by the President of the Company pursuant to a note payable
     secured by all corporate property, bearing interest at 12% and due on
     demand.

     The Company has a working capital deficit of $78,831 as at March 31, 2003.
     The Company has received written confirmation from the President of the
     Company that the note payable plus accrued interest totaling $126,000 will
     not be demanded until such time as the Company is in a financial position
     to do so. With this confirmation management believes the Company has enough
     funds to pay creditors and to pay ongoing operating expenses for the next
     twelve months.

     On March 20, 2003, the Company entered into a letter of intent to acquire
     all of the issued and outstanding shares in the capital of AAE Technologies
     International PLC ("AAE") by issuing 18,000,000 shares of common stock.
     This transaction would effect a reverse merger of the Company. AAE is a
     fuel additive development and marketing company incorporated in Ireland
     with offices in the United Kingdom and the United States.

2.     Summary  of  Significant  Accounting  Policies

     (a)  Year end

               The Company's fiscal year end is December 31.

     (b)  Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.


                                      -5-
<PAGE>
2.     Summary  of  Significant  Accounting  Policies  (continued)

     (c)  Long-lived Assets

               In  accordance  with SFAS No. 144, "Accounting for the Impairment
               or  Disposal  of  Long  Lived  Assets",  the  carrying  value  of
               intangible  assets  and  other long-lived assets is reviewed on a
               regular  basis  for  the existence of facts or circumstances that
               may suggest impairment. The Company recognizes an impairment when
               the  sum  of  the expected undiscounted future cash flows is less
               than the carrying amount of the asset. Impairment losses, if any,
               are  measured  as  the excess of the carrying amount of the asset
               over  its  estimated  fair  value

     (d)  Foreign Exchange

          Current monetary assets and liabilities of the Company, which are
          denominated in foreign currencies, are translated at the exchange rate
          in effect at the balance sheet dates. Revenues and expenses are
          translated at rates of exchange prevailing on the transaction dates.
          Exchange gains or losses on the realization of current monetary assets
          and the settlement of current monetary liabilities are recognized
          currently to operations.

     (e)  Revenue Recognition

          The Company will receive from the Grantor of the license, commissions
          of one-half of all the profit on all sales made through the Grantor's
          Web Site. The commission revenue will be recognized in the period the
          sales have occurred. The Company will report the commission revenue on
          a net basis as the Company is acting as an Agent for the Grantor and
          does not assume any risks or rewards of the ownership of the products.
          This policy is prospective in nature as the Company has not yet
          generated any revenue.

     (f)  Comprehensive Income

          SFAS No. 130, "Reporting Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in the financial statements. As at March 31, 2003, the Company has no
          items that represent comprehensive loss and, therefore, has not
          included a schedule of comprehensive loss in the financial statements

     (g)  Accounting for Stock-Based Compensation

          SFAS No. 148 amends SFAS No. 123 by providing transition and
          alternative methods in accounting for stock-based employee
          compensation. SFAS No. 123, "Accounting for Stock-Based Compensation,"
          requires that stock awards granted be recognized as compensation
          expense based on fair values at the date of grant. Alternatively, a
          company may account for stock awards granted under Accounting
          Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
          Employees," and disclose pro forma income amounts which would have
          resulted from recognizing such awards at their fair value. The Company
          has elected to account for stock-based compensation for employees and
          non-employees using SFAS No. 123, as amended by SFAS No. 148.


                                      -6-
<PAGE>
     (h)  Basic and Diluted Net Income (Loss) per Share

          The Company computes net income (loss) per share in accordance with
          SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
          presentation of both basic and diluted earnings per share (EPS) on the
          face of the income statement. Basic EPS is computed by dividing net
          income (loss) available to common shareholders (numerator) by the
          weighted average number of common shares outstanding (denominator)
          during the period. Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period including stock options,
          using the treasury stock method, and convertible preferred stock,
          using the if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed to be purchased from the exercise of stock options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their effect is anti dilutive.

     (i)  Use of Estimates

          The preparation of financial statements in conformity with U.S.
          generally accepted accounting principles requires management to make
          estimates and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported amounts of
          revenues and expenses during the periods. Actual results could differ
          from those estimates.

     (j)  Financial Instruments

               The carrying value of cash, accounts payable, accrued liabilities
               and note payable approximate fair value due to the relatively
               short maturity of these instruments.

     (k)  Recent Accounting Pronouncements

          In  June  2002,  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
          Associated  with  Exit or Disposal Activities". The provisions of this
          Statement  are  effective  for  exit  or  disposal activities that are
          initiated  after December 31, 2002, with early application encouraged.
          This  Statement addresses financial accounting and reporting for costs
          associated  with  exit  or  disposal activities and nullifies Emerging
          Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
          Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
          Activity  (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company  adopted SFAS No. 146 on January 1, 2003. The adoption of this
          standard  did  not  have  a material effect on the Company's financial
          position  and  results  of  operations.

          FASB  has  also  issued  SFAS  No.  145,  147  and  149  but  these
          pronouncements  will  not  have  any  effect  on the operations of the
          Company therefore a description of each and their respective impact on
          the  Company's  operations  have  not  been  disclosed.


                                      -7-
<PAGE>
2.        Summary  of  Significant  Accounting  Policies  (continued)

          In  December  2002,  the  FASB  issued  SFAS  No. 148, "Accounting for
          Stock-Based  Compensation  -  Transition and Disclosure," which amends
          SFAS  No.  123  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, SFAS No. 148 expands
          the  disclosure requirements of SFAS No. 123 to require more 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  transition
          provisions  of SFAS No. 148 are effective for fiscal years ended after
          December  15,  2002.  The  disclosure  provisions  of SFAS No. 148 are
          effective for financial statements for interim periods beginning after
          December  15,  2002.  The  Company  adopted SFAS No. 148 on January 1,
          2003.  The  adoption  of  this standard currently has no effect on the
          Company's  results of operations and financial position. Currently the
          Company  does not have a stock option plan in place or planned for the
          future.

3.     License

     The Company's only asset is a license acquired from Vitamineralherb.com
     Corp. The grantor to market vitamins, minerals, nutritional supplements and
     other health and fitness products through the Grantor's Web Site. The
     Company will market and sell via the Internet, these products to medical
     practitioners, alternative health professionals, martial arts studios and
     instructors, sports and fitness trainers, other health and fitness
     practitioners, school and other fund raising programs and other similar
     types of customers in Nevada and Utah. The license was acquired on April
     10, 2000 for a term of three years. The license will be automatically
     renewed unless the Company or the Grantor gives the other notice not to
     renew. The minimum order quantity is 100 bottles per formulation for
     standard products and 5,000 units for customer formulas. The Grantor has
     agreed to provide certain business administrative services to the Company,
     including product development, store inventory, Web Site creation and
     maintenance of an order fulfillment system, thereby enabling the Company to
     focus strictly on marketing and sales. Some services, such as development
     of the Web Site and the order fulfillment system, will be provided by the
     Grantor, while others, such as product development and store inventory,
     will be provided by the product supplier. The Grantor sets the price for
     products based on the manufacturer's price, plus a mark up, which the
     Grantor and the Company share equally. The Company pays an annual fee of
     $500 for maintenance of the Grantor's Web Site commencing on the
     anniversary date of April 10th of each year.


                                      -8-
<PAGE>
3.     License  (continued)

     See Note 5 for consideration paid for the license.

     The License was written-off to operations in fiscal 2000 due to the lack of
     historical cash flow and lack of a market to resell the license.


4.     Note  Payable

     The Company received $100,000 from a company controlled by the President of
     the Company pursuant to a note payable secured by all corporate property,
     bearing interest at 12% and due on demand.


5.     Related  Party  Transactions/Balances

     The following transactions with related parties are bona-fide business
     transactions and were recorded at their exchange amounts.

(a)  The License referred to in Note 3 was assigned to the Company in fiscal
     2000 by the sole director and President of the Company for consideration of
     5,950,000 common shares (3,500,000 pre stock dividend common shares - see
     Note 7) having a fair market value of $35,000. The Company estimated the
     cost of the license to its President at $24,750. The estimate was based on
     an allocation of the President's cash outlay of $33,000 for common stock of
     K-2 Logistics.com Inc., by virtue of which the President obtained the
     license as well as his continued ownership of K-2 Logistics.com Inc. The
     fair market value of $35,000, based on recent comparable transactions, was
     allocated at a par value of $350 and additional paid in capital of $34,650.
     The excess of fair market value over predecessor cost, being $10,250, was
     treated as a dividend. The Grantor of the License is not related to the
     Company.

(b)  The Company has accrued $26,000 of interest owing on a note payable to a
     company controlled by the President of the Company (See Note 4). A total of
     $3,000 was charged to operations during the three months ended March 31,
     2003 (2002 -$3,000).

(c)  The President of the Company has donated consulting services valued at
     $3,000 for the three months ended March 31, 2003 (2002 - $Nil). This amount
     has been charged to operations and classified as "donated capital" in
     stockholders' deficit.

(d)  For the three months ended March 31, 2003, the Company paid $4,000 (2002 -
     $Nil) in consulting fees to a company controlled by the President of the
     Company. See Note 6.


6.     Commitment

     The Company entered into a consulting services agreement with a company
     controlled by the President of the Company for $4,000 per month expiring on
     February 28, 2004.


                                      -9-
<PAGE>
7.     Subsequent  Event

     On April 9, 2003, the Company paid a stock dividend on each issued and
     outstanding share of common stock. For each share owned, a stockholder
     received 0.7 additional shares. The increase in common stock issued and
     outstanding from the resulting 1.7 for 1 forward stock split has been
     charged against additional paid-in capital. This change in capital
     structure has been recorded retroactively in these financial statements.




                                      -10-
<PAGE>
ITEM  2.      PLAN  OF  OPERATION

The  following  Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations  should  be  read  in  conjunction with the accompanying
unaudited  financial  statements  and notes included in this Quarterly Report on
Form  10-QSB  (the  "Report").  This Report contains statements that may contain
forward-looking  statements  concerning  the  Registrant's future operations and
planned  future  acquisitions  and other matters and the Registrant intends that
such  forward-looking  statements  be  subject  to  the  safe  harbors  for such
statements.  Any  statements  that  involve  discussions  with  respect  to
predictions,  expectations,  belief, plans, projections, objectives, assumptions
or  future  events  or performance (often, but not always, using phrases such as
"expects",  or  "does  not  expect",  "is  expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events  or  results  "may",  could",  "might", or "will" be taken or occur or be
achieved)  are  not  statements  of  historical fact and may be "forward looking
statements"  and  are  intended  to  identify  forward-looking statements, which
include  statements  relating  to,  among  other  things,  the  ability  of  the
Registrant  to  raise  additional  capital,  to  complete the acquisition of AAE
Technologies  International  PLC and to operate the business of AAE Technologies
International  PLC.

The  Registrant  cautions  readers  not  to  place  undue  reliance  on any such
forward-looking  statements,  which  speak  only  as  of  the  date  made.  Such
forward-looking  statements  are  based  on  the  beliefs  of  the  Registrant's
management as well as on assumptions made by and information currently available
to  the  Registrant  at  the  time  such  statements were made.  Forward-looking
statements are subject to a variety of risks and uncertainties which could cause
actual  events  or results to differ from those reflected in the forward-looking
statements,  including,  without  limitation,  the  failure  to  obtain adequate
financing  on  a timely basis and other risks and uncertainties.  Actual results
could  differ materially from those projected in the forward-looking statements,
as  a  result  of  either  the  matters set forth or incorporated in this Report
generally  or certain economic and business factors, some of which may be beyond
the  control  of  the  Registrant.  These  factors  include  adverse  economic
conditions,  entry  of  new  and  stronger  competitors,  inadequate  capital,
unexpected  costs,  failure  to  gain  product  approval in the United States or
foreign  countries  and  failure  to  capitalize  upon  access  to  new markets.

The  Registrant  disclaims  any  obligation  subsequently  to  revise  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements  or  to  reflect the occurrence of anticipated or unanticipated
events.

Effective  April  9,  2003, Dynamic Ventures Inc. issued a stock dividend of 0.7
shares  of  common  stock for each share of common stock issued and outstanding.
Information  contained  in this quarterly report gives retroactive effect to the
stock  dividend  (the  "Forward-Split").

OVERVIEW

The  financial  statements  of Dynamic Ventures, Inc. (the "Company" or "Dynamic
Ventures")  are  prepared  in  accordance  with United States Generally Accepted
Accounting  Principles.  The  following  management  discussion  and analysis is
qualified  in  its  entirety  by,  and  should  be read


                                      -11-
<PAGE>
in  conjunction  with,  the  financial  statements  and  notes thereto, included
elsewhere  in  this  quarterly  report.

Dynamic  Ventures,  Inc.  was  incorporated  under  the  laws  of  the  State of
Washington  on  April  10,  2000,  and is in its early developmental stages.  To
date,  the  Company's  only  activities  have  been  organizational, directed at
acquiring  its  principal  assets,  raising  its initial capital, developing its
business  plan  and  examining  business  opportunities  for  the  purposes  of
diversifying  its  business.  Dynamic  Ventures  has  not  commenced  commercial
operations.  Dynamic  Ventures  has  no  full-  time  employees and owns no real
estate.

LICENSING  AGREEMENT  WITH  VITAMINERALHERB.COM

On  April  10, 2000, the Company's majority shareholder, Eric Boehnke, in return
for  5,950,000 shares of the Company's common stock (3,500,000 pre-Forward Split
shares),  transferred  to  Dynamic Ventures his rights under a License Agreement
with  Vitamineralherb.com.  The  License  Agreement grants an exclusive right to
distribute  Vitamineralherb.com  products to health and fitness professionals in
Nevada  and  Utah  via the Internet.  Mr. Boehnke acquired the license under the
terms  of  a  settlement agreement by and between Mr. Boehnke, K-2 Logistics.com
Inc.,  a  company in which he is the sole shareholder, officer and director, and
Mortenson  &  Associates. Mortenson & Associates had granted K-2 Logistics.com a
license  to  distribute  and  produce  an  oxygen-enriched water product, called
"Biocatalyst,"  for  remediation  of  sewage and waste water in septic tanks and
waste  water treatment facilities.  Mortenson & Associates acquired its right to
sublicense  Biocatalyst  to  K-2  Logisitics.com from NW Technologies Inc.  As a
result  of  a  legal  dispute  between  Mortenson & Associates' principal and NW
Technologies,  Mortenson  &  Associates was unable to fulfill its obligations to
K-2  Logistics.com  under  the  license.  Under  the  terms  of  the  settlement
agreement,  Vitamineralherb.com, an affiliate of Mortenson & Associates, granted
to  Mr.  Boehnke  the license to distribute Vitamineralherb.com products in part
for  his  agreement  not  to  pursue  his  individual claims against Mortenson &
Associates.

Dynamic  Ventures' business plan during the year ended December 31, 2002 and the
quarter  ended  March  31,  2003  was  to  determine  the feasibility of selling
Vitamineralherb.com  products  to  targeted  markets.  If the Company determines
that  the  business plan is feasible, the Company may employ salespeople to call
on medical professionals, alternative health professionals, martial arts studios
and  instructors,  sports  and  fitness  trainers,  other  health  and  fitness
professionals, school and other fund raising programs and other similar types of
customers  to  interest  these  professionals  in  selling  to  their  clients
high-quality,  low-cost  vitamins,  minerals, nutritional supplements, and other
health  and  fitness  products.  These  professionals would sell the products to
their  clients  via  the  Internet.

LETTER OF INTENT TO ACQUIRE AAE TECHNOLOGIES INTERNATIONAL PLC

     On  March 20, 2003, the Company entered into a non-binding letter of intent
with  AAE  Technologies  International  PLC  ("AAE")  and two of AAE's principal
shareholders to acquire all of the issued and outstanding shares of AAE, subject
to  several  conditions  including,  among others, the negotiation of definitive
binding  documentation  satisfactory  to  each  party  at  its sole


                                      -12-
<PAGE>
and  absolute  discretion. There can be no assurance that the conditions will be
satisfied  or  that the Company will enter into definitive binding agreements to
acquire  AAE.  As of the date of this report and in light of the conditions that
are  required  to be satified, management of the Company has not determined that
the  acquisition  of  AAE  is  probable  at  this  time.

Under the terms of the non-binding letter of intent, the parties agreed, subject
to  the  satisfaction  of  certain  conditions,  as  follows:

     -    The  Company would acquire all of the issued and outstanding shares in
          the  capital  of AAE in exchange for 18,000,000 shares of common stock
          of  the  Company;

     -    The  Company  would  arrange for a bridge loan to AAE in the amount of
          $1,000,000  (the "Bridge Loan"), which will be converted, upon closing
          of  the  AAE acquisition, into shares of the Company at a price of not
          less  than  $1.50  per  share  and  on  the  same terms as the private
          placement  described  below;

     -    The  Company  would  undertake  to  complete  a  non-brokered  private
          placement  equity  offering of $3,500,000 of shares of common stock in
          the capital of the Company at a price of not less than $1.50 per share
          (the  "Private  Placement");  and

     -    Provided that the AAE acquisition and private placement are completed,
          the  Company  would  undertake a future non-brokered private placement
          equity  offering of an additional $3,500,000 of shares of common stock
          in  the  capital  of the Company at a price of not less than $1.50 per
          share  (the  "Follow-on  Private  Placement").

     Under  the  terms  of  the  letter  of  intent, the definitive agreement is
anticipated  to  contain a number of conditions to closing of the acquisition of
AAE,  including,  among  others  that:

     -    the Company's board of directors shall have approved the transactions;

     -    the Company shall have acquired not less than 80% of the shares in the
          capital  of  AAE  and  the  Company shall be entitled to use statutory
          acquisition  rights  to  acquire  the  remaining  shares not acquired;

     -    all  outstanding  options  and  warrants  of AAE shall be exercised or
          cancelled;

     -    the Private Placement shall have closed on or before the closing date;

     -    all  parties  shall  have received all required consents and approvals
          for  the  acquisition  including,  without  limitation, those required
          under  applicable  securities  laws  and  regulatory  rules;

     -    the  Company  shall  be  satisfied at its sole and absolute discretion
          with  its  due  diligence  review  of  AAE;


                                      -13-
<PAGE>
     -    AAE  shall  have  made  arrangements  for  the  supply  of ethanol, or
          otherwise  demonstrated  that  there  is a readily available supply of
          ethanol,  in  either  case on terms satisfactory to the Company at its
          sole  and  absolute  discretion;

     -    there  shall  have  been  no  adverse material change in the business,
          results  of  operations,  assets,  liabilities, financial condition or
          affairs  of  AAE;

     -    AAE  shall  have  entered  into employment agreements with certain key
          employees  identified  by the Company on reasonable terms satisfactory
          to  the  Company;  and

     -    other conditions that are customary to acquisition transactions.

     In  addition,  under  the terms of the letter of intent, the Company agreed
that a portion of the proceeds of the Private Placement will be used for the AAE
business  and  additional  proceeds  from the Private Placement are to be placed
into  escrow and released to AAE upon reaching certain business milestones.  The
Company also agreed to use its best efforts to cause one or more shareholders of
the Company to place 1,000,000 shares of the Company's common stock into escrow,
such  shares  to  be  released  to  the  contributing  shareholders  upon  the
satisfaction of certain conditions or to AAE, at its option, for $0.20 per share
if  conditions  to  closing  are satisfied within six months but closing has not
occurred  within  eight months solely because the Follow-On Private Placement is
not  completed.  The  proceeds  from  the  Follow  On  Private  Placement  are
anticipated  to  be  used  to  acquire  a  fuel  distribution  business.

     In March 2003, the Company arranged for the extension of the Bridge Loan to
AAE  by a third party. The Bridge Loan is secured by the assets of AAE, and will
convert  into  shares  of  the  Company's  common  stock  upon  closing  of  the
acquisition  of  AAE.  The  Bridge  Loan  is  payable  90  days  after any party
terminates  negotiations  or  150 days after the date of the Letter of Intent if
the parties do not enter into definitive agreements within 60 days from the date
of  the  Letter  of  Intent.

     The  Company  is  in the process of completing its due diligence related to
AAE  and  there  is  a  substantial  likelihood  that  if the parties enter into
definitive  agreements  related  to  the acquisition, some of the material terms
outlined  in  the non-binding letter of intent will differ from the actual terms
contained  in  the  definitive agreements. There can be no assurance that all of
the  conditions  set  forth  in  the  letter  of  intent  will  be  satisfied.

THE  BUSINESS  OF  AAE

     AAE  is  a  fuel additive development and marketing company incorporated in
Ireland  with  offices  in the United Kingdom and the United States. Starting in
1997,  AAE  has  developed  a  line of proprietary additive products designed to
improve  the  performance  of ethanol and other oxygenated fuels used in various
petroleum-based  liquid  transportation  fuels.  AAE  is  completing  product
development  and regulatory compliance for its technologies via its wholly-owned
regional  subsidiaries  and  strategic partnerships. AAE's primary product under
development  is  O(2)Diesel(TM).


                                      -14-
<PAGE>
     O(2)Diesel(TM)  - AAE, together with its exclusive North American marketing
partner  Octel  Starreon,  LLC, is commercializing the first of its technologies
though  sales  of  O(2)Diesel(TM) (AAE's branded ethanol-diesel blend) in US and
Canadian  markets.  Octel  Starreon,  LLC  is  a  fuel additive manufacturer and
marketer in the United States, and associated with Associated Octel, the largest
fuel  additive  manufacturer  and  marketer  in  the  world.  O(2)Diesel(TM)  is
formulated  using  AAE's  and  Octel  Starreon's proprietary additive technology
(Octel  Octimax  4900  Series)  and is a highly stable ethanol-diesel fuel blend
with  enhanced  water  and  temperature tolerance. O(2)Diesel(TM) contains a 10%
blend  of  ethanol  treated  with Octel Octimax 4900 Series, which is registered
with the United States Environmental Protection Agency as a fuel additive. Tests
conducted  using  O(2)Diesel(TM)  has  shown  that  it  can significantly reduce
emissions of visible smoke, nitrogen oxides, carbon monoxide, particulate matter
and  aldehydes in a range of engine applications with no loss of power or engine
efficiency.  O(2)Diesel(TM)  meets or exceeds emissions targets for diesel fuels
sold  in  California. O(2)Diesel(TM) is commercially available in North America.

     Research  and  Development  -  AAE  has  a  manufacturing  and research and
development  agreement  for  its patented and proprietary additive products with
Cognis  (formerly  Henkel),  a large specialty chemical manufacturer. Under this
agreement,  Cognis provides AAE with product support and assists with continuing
research  and  development.  Cognis  provides  AAE  with  access  to  product
manufacturing  on  six  continents.

     Status  of  AAE  Acquisition

     The  Company  is  currently  in  the process of conducting due diligence in
connection with the proposed acquisition, seeking investors for the non-brokered
private  placements  and  negotiating definitive agreements with AAE.  As of the
date of this report and in light of the conditions to closing, management of the
Company has not determined that the acquisition of AAE is probable at this time.
There  can  be  no assurance that the Company and AAE will enter into definitive
agreements  in connection with the acquisitions or that the Company and AAE will
satisfy  all  of  the conditions to closing.  As of the date of this report, the
Company  has  no  commitments for the Private Placement or the Follow-up Private
Placement  and does not have sufficient capital to satisfy all of the conditions
to  complete  the acquisition.  In addition, the Company is still in the process
of  completing  its  due  diligence.

PLAN  OF  OPERATION

     During  the  period from April 10, 2000 (inception) through March 31, 2003,
the  Company  has engaged in no significant operations other than organizational
activities,  the  acquisition  of  the  rights  to  market  Vitamineralherb, the
examination  of  potential  business opportunities to diversify its business and
the  negotiation  of  the  letter  of  intent  to acquire AAE.  No revenues were
received  by  the  Company  during  this  period.

     For  the  next twelve months, the Company anticipates incurring a loss as a
result  of  expenses  associated with evaluating the feasibility of its business
plan  related  to  marketing  Vitamineralherb  and  completing the negotiations,
completing  due  diligence  and  raising  capital  required  to acquire AAE. The
Company  anticipates  that  until  it  has  implemented  its


                                      -15-
<PAGE>
Vitamineralherb  business  plan or completed the acquisition of AAE, it will not
generate revenues. The Company anticipates that it will continue to operate at a
loss for the foreseeable future, depending upon the performance of the business.

     The  Company's  Plan of Operation for the next twelve months is anticipated
to  consist  of  the  following  activities:

     -    The  Company intends to proceed with its evaluation of the feasibility
          of  its  business  plan  related  to  marketing  Vitamineralherb.

     -    If  the Company determines that its business plan related to marketing
          Vitamineralherb  is  feasible,  the  Company  intends  to  raise  the
          financing  necessary  to  implement  the  business  plan and to employ
          salespeople  to  call  on  medical  professionals,  alternative health
          professionals,  martial  arts  studios  and  instructors,  sports  and
          fitness  trainers,  other health and fitness professionals, school and
          other  fund  raising  programs and other similar types of customers to
          interest these professionals in selling to their clients high-quality,
          low-cost vitamins, minerals, nutritional supplements, and other health
          and  fitness  products.

     -    The  Company  intends  to  proceed  with  completing the due diligence
          related to AAE and negotiating the definitive documentation related to
          the  acquisition.

     -    The  Company intends to seek financing required under the terms of the
          Letter  of  Intent,  including  raising  $3,500,000  to  satisfy  the
          condition  related  to  completing  the Private Placement of shares at
          $1.50  per  share.  The Company anticipates that the Private Placement
          will  be  made  on a private placement basis and subject to closing of
          the  AAE  acquisition, although the Company has made no offers and has
          no  commitments  under  the  Private  Placement.

     -    The  Company  intends  to enter into definitive agreements with AAE to
          acquire  100%  of  the  issued  and  outstanding share capital of AAE,
          subject  to  completing  due diligence satisfactory to the Company and
          completing  an  initial  non-brokered  private  placement  of at least
          $3,500,000  at  $1.50  per  share.

     -    If  the Company completes the acquisition of AAE, the Company will use
          the  proceeds  of the Private Placement to provide AAE working capital
          of  $1,800,000  and to pay legal and professional fees of the Company,
          estimated  to  be  approximately $200,000. The remaining $1,500,000 of
          the  proceeds  will  be  placed  into  escrow and released to AAE upon
          satisfaction  of  certain  business  milestones.

     -    If  AAE enters into a binding agreement to acquire a fuel distribution
          business, the Company will use its best efforts to complete the Follow
          On Private Placement for proceeds of $3,500,000. The Follow On Private
          Placement is anticipated to be completed on a private placement basis.


                                      -16-
<PAGE>
     The  Company  is a development stage company, which means that it is in the
process of developing its business and there is substantial uncertainty that the
Company  will  develop  a commercially viable business. The Company is currently
exploring  two possible business opportunities: (1) the Vitamineralherb business
plan  and  (2)  diversifying  its  business  by  acquiring AAE and its business.

     There  is uncertainty that the Company's Vitamineralherb business plan will
prove  to  be  feasible in light of the substantial number of on-line businesses
that  have  failed  in the last few years and even if management determines that
the  business  plan is feasible, there can be no assurance that the Company will
successfully  raise  sufficient  capital  to  implement  the  business  plan. In
addition  to  general and administrative expenses, the Company estimates that it
will  require  at  least  $10,000 during the next twelve months to determine the
feasibility  of  the  Vitamineralherb  business  plan and an additional $260,000
during  the  next  twelve  months to implement the Vitamineralherb business plan
should  management  determine  that  the  business  plan  is  feasible.

     There is uncertainty that the Company will complete the acquisition of AAE.
Although  the Company has entered into a non-binding letter of intent to acquire
AAE,  the  acquisition  is  subject  to  a number of conditions, including among
others,  completing  its  due  diligence on AAE and its business, completing the
Private  Placement  to  raise  $3,500,000 at a share price of at least $1.50 per
share,  obtaining  80%  of  the  shares of AAE and other conditions customary in
acquisition  transactions.  Because  AAE  is  an Irish corporation, there may be
significant regulatory, corporate, tax, legal and administrative requirements to
complete the acquisition, which may delay the timing of the acquisition or cause
the  acquisition  to  be  cost prohibitive. The Company anticipates that it will
require  at  least  $3,500,000  during  the  next  twelve months to complete the
acquisition  of  AAE  and  to  meet its obligations under terms set forth in the
Letter  of  Intent.  The  Company  anticipates  that  it  will  incur  legal and
professional  fees  of at least $50,000 to complete its due diligence related to
the  AAE  acquisition proposal. As of the date of this report, management of the
Company  has  not  determined  that  the  acquisition  of  AAE  is  probable.

     The  Company  anticipates  that general and administrative expenses will be
approximately  $150,000  to  $200,000 during the next twelve months. General and
administrative  expenses  include consulting expenses, interest expenses, market
research  expenses,  rent,  professional  expenses  and  other  expenses.  These
expenses  may  increase substantially if the Company undertakes to implement its
Vitamineralherb  business  plan or completes the acquisition of AAE. As of March
31,  2003,  the  Company  had  a  working  capital  deficit  of  $78,831.

     The  Company  does  not  have  sufficient  funds  to  meet its minimum cash
requirements for the next twelve months and anticipates that it will be required
to  raise at least $200,000 to $250,000 for general and administrative expenses,
to  determine  the  feasibility  of  its  Vitamineralherb  business  plan and to
complete  the diligence related to AAE. In the event, the Company implements the
Vitamineralherb  business  plan or commences its acquisition of AAE, the Company
will be required to raise additional capital. There can be no assurance that the
Company will successfully raise any additional financing on acceptable terms, if
at  all.


                                      -17-
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     As of March 31, 2003, the Company had current assets consisting of cash and
cash  equivalents  of  $48,687, and current liabilities of $127,518. The Company
had  a  working  capital  deficit of $78,831 at March 31, 2003. During the first
quarter  ended  March  31,  2003,  the Company used cash of $15,259. The Company
anticipates  that  it  will require at least $150,000 to $200,000 to satisfy its
minimum  general  and  administrative  expenses  during  the next twelve months.

     The Company currently has no revenues from operations, and the Company does
not  anticipate  that  it  will  generate any revenues until it can successfully
implement its Vitamineralherb business plan or completes the acquisition of AAE,
neither  of  which  are  anticipated to occur until at least the third or fourth
quarter of 2003. The Company has no external sources of liquidity or commitments
for  financing.  There  is  substantial  doubt  that the Company will be able to
continue  as  a  going  concern.

     Historically,  the Company has raised capital through equity financings and
advances  made  by  executive  officers  of  the  Company.  The  Company's  SB-2
Registration  Statement  filed  with the U.S. Securities and Exchange Commission
was declared effective on January 5, 2001. The Company completed an offering and
issued  6,800,000  (4,000,000  common shares at $0.01 per share on a pre-Forward
Split  basis)  for  cash  proceeds  of $40,000. On January 29, 2001, the Company
received  $100,000  from  a  company  controlled by the President of the Company
pursuant  to  a note payable secured by all corporate property, bearing interest
at 12% and due on demand. The Company has received written confirmation from the
President  of the Company that payment of the note payable plus accrued interest
totaling  $126,000  will  not be demanded until such time as the Company is in a
financial  position  to  do  so. With this confirmation, management believes the
Company  will  be  required to raise between $150,000 to $200,000 to satisfy its
ongoing  operating  expenses  for the next twelve months, provided that the cash
used  in  the  Company's  operations  remain  at  projected  levels.

     The  Company  will  be  required to raise additional capital if it proceeds
with  the  implementation  of its Vitamineralherb business plan or completes the
acquisition  of  AAE.  The Company anticipates that it will raise such financing
through  private  placements  of its equity securities, debt securities or both.
There  can  be no assurance that any additional funds will be available on terms
acceptable  to  the  Company  or  at  all.

     In  the  event  the  Company  completes  the acquisition of AAE, it will be
required  to  issue  shares  of  common stock to the holder of a promissory note
issued  by  AAE  in  connection with the Bridge Loan. The issuance of the shares
upon  conversion  will  be  on the same terms as those of the Private Placement.

ITEM 3. CONTROLS  AND  PROCEDURES.

Within  the  90-day  period  prior  to  the  filing  of  this  report  ("Date of
Evaluation"),  an  evaluation  was carried out under the supervision of and with
the  participation  of  the  Company's  management,  including  the  Company's
president,  who  is  the  Company's  principal  executive


                                      -18-
<PAGE>
officer  and principal financial officer, of the effectiveness of our disclosure
controls  and procedures (as defined in Rule 13a - 15(c) and Rule 15d - 15(c) of
the  Securities Exchange Act of 1934, as amended). Based on that evaluation, the
Company's  president  has  concluded  that the Company's disclosure controls and
procedures  are effective to ensure that information required to be disclosed by
the  Company  in  reports that it files or submits under the Securities Exchange
Act  of 1934, as amended, is recorded, processed, summarized and reported within
the  time periods specified in U.S. Securities and Exchange Commission rules and
forms.

     There  have  been  no significant changes in our internal controls or other
factors,  which  could  significantly affect internal controls subsequent to the
date  of  the  evaluation.  Therefore,  no  corrective  actions  were  taken.


                           PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not  applicable.

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

None.

ITEM  5.  OTHER  INFORMATION.

     The  board  of  directors  of  the  Company  declared  a  stock dividend of
seven-tenths  of one share for every one share issued and outstanding as of 8:00
a.m.  (Eastern  Standard Time) on April 9, 2003 (the "Record Date and Time"). As
of  the  Record  Date and Time, the Company had 8,600,000 shares of common stock
issued and outstanding. Fractional shares resulting from the stock dividend were
rounded  up  to the next whole share. After giving effect to the stock dividend,
the  Company  had  14,620,000  shares  of  common  stock issued and outstanding.

     No  action on the part of the shareholders of the Company was required, and
no  share  certificates were exchanged. The Company caused to be delivered stock
certificates  representing  the  stock dividend to shareholders of record on the
Record  Date  and  Time.


                                      -19-
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

          (a)  Exhibits

EXHIBIT  INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION
<S>           <C>
3.1(1)        Articles of Incorporation
3.2(1)        Bylaws
4.1(1)        Specimen Stock Certificate
4.2(1)        Stock Subscription Agreement
4.3(2)        100,000 Promissory Note (Previously filed as Exhibit 4.4)
10.1(1)       License Agreement
10.2(1)       Assignment of License
              Section 906 of Sarbanes Oxley Certification of Chief Executive Officer and Chief
99.1          Financial Officer
</TABLE>

     (1)  Previously filed as exhibit to the Company's registration statement on
          Form SB-2 on June 30, 2000, as amended September 19, 2000, November 3,
          2000  and  December  22,  2000.
     (2)  Previously  filed  as  an exhibit to the registrant's annual report on
          Form  10-KSB  on  March  29,  2002.


          (b)  Reports on Form 8-K.

          The  Company  filed  no current reports during the quarter ended March
31, 2003. The Company filed a current report on Form 8-K on April 11, 2003.


                                      -20-
<PAGE>
                                   SIGNATURES

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

                                      DYNAMIC VENTURES, INC.
                                      (Registrant)

Date: May 12, 2003                    By:    /s/ Eric Boehnke
                                          ---------------------------
                                      Eric Boehnke
                                      President

                                      (Principal Executive Officer and Principal
                                      Financial Officer)



                           ___________________________

                           SECTION 302 CERTIFICATIONS


I,  Eric  Boehnke,  certify  that:

1.     I  have  reviewed  this  quarterly  report  of  Dynamic  Ventures,  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 in order
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  statement, 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 the quarterly report
          is  being  prepared;


                                      -21-
<PAGE>
     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  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
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: May 12, 2003                       By:  /s/Eric Boehnke
                                              ---------------
                                              Name: Eric Boehnke
                                              Title: President and Treasurer
                                              (Principal Executive Officer and
                                              Principal Financial Officer)


                                      -22-
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