SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

     For the Quarterly Period ended: March 31, 2003

[]   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 0-33437

                           Ashcroft Homes Corporation
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Colorado                                   31-1664473
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


          56 Inverness Drive East, Suite 105, Englewood, Colorado 80112
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 799-6194
                           ---------------------------
                           (Issuer's telephone number)


                                       N/A
      ---------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                                                   Yes X   No
                                                                      ---    ---

As of May 12, 2003, 15,315,480 shares of common stock were outstanding.

Transitional Small Business Disclosure Format:  Yes      No X
                                                   ---     ---

<PAGE>


                           ASHCROFT HOMES CORPORATION


                                      Index

                                                                            Page
                                                                            ----

Part I - FINANCIAL INFORMATION

Item 1. Balance Sheet (unaudited) at March 31, 2003                            1

        Statements of Operations (unaudited) for the three months
        ended March 31, 2003 and 2002                                          2

        Statement of Stockholders' Equity (Deficit) for the three months
        ended March 31, 2003                                                   3

        Statements of Cash Flows (unaudited) for the three months
        ended March 31, 2003 and 2002                                          4

        Notes to Financial Statements (unaudited)                              5

Item 2. Management's Discussion and Analysis or Plan of Operation              9

Part II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     12

Item 2. Changes in Securities                                                 12

Item 4. Submission of Matters to a Vote of Security Holders                   12

Item 6. Exhibits and Reports on Form 8-K                                      12

SIGNATURES                                                                    14

CERTIFICATION                                                                 15

                                       i
<PAGE>

Item 1. FINANCIAL STATEMENTS


                           Ashcroft Homes Corporation
                 (formerly known as OneDentist Resources, Inc.)
                                  BALANCE SHEET
                                 March 31, 2003
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                        $    --
                                                                      ---------

                    Total current assets                              $    --
                                                                      =========


                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                 $  21,094
     Accrued payroll taxes                                                  292
     Due to shareholders                                                  7,144
                                                                      ---------

                    Total current liabilities                            28,530
                                                                      ---------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, no par value, 10,000,000 shares authorized,
       no shares issued and outstanding                                      --
     Common stock, no par value, 25,000,000 shares authorized,
       1,589,817 issued and outstanding                                 353,107
     Additional paid-in-capital                                          79,000
     Accumulated (deficit)                                             (460,637)
                                                                      ---------

                    Total Stockholders' Equity (Deficit)                (28,530)
                                                                      ---------

                                                                      $    --
                                                                      =========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        1
<PAGE>

<TABLE>
                           Ashcroft Homes Corporation
                 (formerly known as OneDentist Resources, Inc.)
                            STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2003 and 2002
<CAPTION>

                                             For the Three    For the Three
                                             Months Ended     Months Ended
                                            March 31, 2003    March 31, 2002
                                            --------------    --------------
                                             (Unaudited)        (Unaudited)
<S>                                           <C>              <C>

Operating Expenses                            $    12,183      $    12,001
                                              -----------      -----------

OPERATING LOSS                                    (12,183)         (12,001)

OTHER INCOME
      Forgiveness of liabilities                     --             14,375
                                              -----------      -----------

                                                     --             14,375
                                              -----------      -----------

NET INCOME (LOSS)                             $   (12,183)     $     2,374
                                              ===========      ===========

BASIC AND DILUTED INCOME (LOSS)
      PER SHARE                                         *                *
                                              ===========      ===========

Weighted average number of
    common shares outstanding,
    basic and diluted                           1,539,731          332,184
                                              ===========      ===========
</TABLE>

*-Less than $.01 per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        2
<PAGE>

<TABLE>
                           Ashcroft Homes Corporation
                 (formerly known as OneDentist Resources, Inc.)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                    For the Three Months Ended March 31, 2003
                                   (Unaudited)
<CAPTION>

                                                                    Number                 Additional
                                                                      of        Common      Paid-in    Accumulated
                                                                    Shares       Stock      capital    (Deficit)      Total
                                                                   ---------   ---------   ---------   ---------    ---------

<S>                                                                <C>         <C>         <C>         <C>          <C>
BALANCES,  December 31, 2002                                         332,184   $ 316,667   $  79,000   $(448,454)   $ (52,787)

     Stock issued to shareholders in exchange for debt             1,257,633      36,440        --          --        36,440

     Net (Loss)                                                         --          --          --       (12,183)     (12,183)
                                                                   ---------   ---------   ---------   ---------    ---------

BALANCES, March 31, 2003                                           1,589,817   $ 353,107   $  79,000   $(460,637)   $ (28,530)
                                                                   =========   =========   =========   =========    =========
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        3
<PAGE>

<TABLE>
                           Ashcroft Homes Corporation
                 (formerly known as OneDentist Resources, Inc.)
                            STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2003 and 2002
<CAPTION>

                                                               For the Three           For the Three
                                                                Months Ended           Months Ended
                                                               March 31, 2003         March 31, 2002
                                                               ---------------        --------------
                                                               (Unaudited)             (Unaudited)
<S>                                                             <C>                   <C>

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

         Net income/(loss)                                        $(12,183)            $  2,374
         Adjustments to reconcile net income/(loss) to net
             cash used in operating activities:
               Forgiveness of liabilities                             --                (14,375)
         Increase in accounts payable                                  398                  713
                                                               ---------------        --------------

                     Total adjustments                                 398              (13,662)

                         Net cash used in operating activities     (11,785)             (11,288)
                                                               ---------------        --------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
         Due to shareholders                                        11,785
         Contributed capital                                          --                 11,288
                                                               ---------------        --------------

               Net cash provided by financing activities            11,785               11,288
                                                               ---------------        --------------

NET INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS                                             --                   --

CASH AND CASH EQUIVALENTS - BEGINNING                                 --                   --
                                                               ---------------        --------------

CASH AND CASH EQUIVALENTS - ENDING                                $   --               $   --
                                                               ===============        ==============
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        4
<PAGE>

    Ashcroft Homes Corporation (formerly known as OneDentist Resources, Inc.)
                     Notes to Unaudited Financial Statements
                        Three Months Ended March 31, 2003


Note 1 - Basis of Presentation

The accompanying unaudited financial statements include the accounts of Ashcroft
Homes Corporation, formerly known as OneDentist Resources, Inc. (the "Company").
The  financial  statements  have been  prepared  in  accordance  with  generally
accepted  accounting   principles  for  interim  financial  information  and  in
accordance  with  the  instructions  to Form  10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles.

In the opinion of management, the unaudited interim financial statements for the
three months ended March 31, 2003 are presented on a basis  consistent  with the
audited  financial  statements and reflect all  adjustments,  consisting only of
normal  recurring  accruals,  necessary for fair  presentation of the results of
such  period.  The  results  for the three  months  ended March 31, 2003 are not
necessarily  indicative  of the results of operations  for the full year.  These
unaudited  financial  statements  should be read in conjunction with the audited
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2002.

Note 2 - Subsequent Event - Acquisition

Exchange
--------
Effective  April  3,  2003,  Ashcroft  Homes  Corporation,   formerly  known  as
OneDentist  Resources,  Inc. (the  "Company"),  acquired all of the  outstanding
stock and  membership  interests of several  privately  held Colorado  companies
engaged in the residential  real estate and construction  industries  ("Ashcroft
Subsidiaries").  The consideration issued by the Company in connection with the
exchange was  12,954,060  shares of its no par value common stock and  1,350,000
shares of its Series A Convertible  Preferred  Stock  ("Preferred  Stock").  The
Company is obligated to issue an  additional  600,000  shares of common stock to
certain employees of an Ashcroft Subsidiary.  Simultaneously with closing of the
transaction (the  "Exchange"),  the former sole executive  officer and director,
Philip J.  Davis,  resigned  and was  replaced  as Chief  Executive  Officer and
Director  by  Richard  O.  Dean,   chief  executive  of  most  of  the  Ashcroft
Subsidiaries.  As a result of the issuance of stock in the Exchange,  as well as
the  change in the  board of  directors,  the  Company  experienced  a change in
control.  The  acquisition  will  be  treated  as a  reverse  acquisition  and a
recapitalization  of Ashcroft Homes Corp. for accounting and financial statement
reporting purposes.

Certain  former  shareholders  or equity  owners of the  Ashcroft  Subsidiaries,
including  Richard  Dean and his wife,  became the largest  shareholders  of the
Company  following  closing  of the  Exchange.  Mr.  Dean  and his  wife  Reagan
beneficially  own  6,488,601  shares of common  stock  and  1,350,000  shares of
Preferred Stock,  representing a total of 49.32% of the outstanding common stock
if the Preferred  Stock were  converted.  Mr. and Mrs. Dean also own 100% of the
Preferred  Stock,  entitling  them to five  votes  for each  share  outstanding.
Accordingly,  the Deans own a total of 62.17% of the outstanding voting stock of
the Company after the Exchange.

Joseph A.  Oblas,  president  of  Stonegate  Capital  Corporation  (an  Ashcroft
Subsidiary),  is now the President of the Company and owns 1,197,707  shares, or
8.24% of the common stock. Peter C. Gonzalez,  secretary/treasurer of Stonegate,
is now the  Secretary  and  Controller  of the Company  and also owns  1,197,707

                                        5
<PAGE>

shares  of the  common  stock.  William  Watson,  a former  member of one of the
Ashcroft  Subsidiaries,  owns 750,000 shares of common stock, or greater than 5%
of  the  common  stock  outstanding.  Each  of  these  individuals  executed  an
employment contract with the Company.

The consideration  received by the Company in exchange for issuance of shares at
the closing was the common stock or membership interests of the various Ashcroft
Subsidiaries  surrendered  by former  owners  at the  closing.  Indirectly,  the
Company acquired all of the assets of those entities. The former shareholders or
members of the corporate and limited liability company subsidiaries  surrendered
all of their ownership  interests in the Ashcroft  Subsidiaries  for issuance of
Company shares.

Entities Acquired
-----------------
In connection  with the  Exchange,  the Company  indirectly  acquired all of the
assets and  liabilities of the Ashcroft  Subsidiaries,  consisting  generally of
developed  residential  home lots,  an inventory  of homes in process,  finished
homes  for sale and a  library  of home  construction  plans,  and the  accounts
payable,  loans and other liabilities.  The following represents a complete list
of the  subsidiaries  acquired by the Company,  and the business engaged by each
immediately prior to the Exchange:

o    Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.) - designs
     and constructs  single family and low-density,  multi-family  housing along
     the front range of Colorado, from Colorado Springs to Fort Collins.

o    Absolute  Construction  Services,  LLC - provides  construction  management
     services to independent third parties.

o    Peregrine  Sanctuary,  LLC - develops building lots in a single subdivision
     in Colorado Springs, Colorado.

o    Stonegate   Capital   Corporation   -  owns  and  manages  a  portfolio  of
     construction loans secured by interests in real estate located in Colorado.
     The company is marketing the real estate securing the loans.

o    Tesoro Homes @ Tallyn's Reach,  LLC - constructs a wide variety of homes in
     and around Denver, Colorado.

o    West Gold Holdings, Inc. - a developer of residential lots for the Ashcroft
     Subsidiaries and some independent third parties.


                                        6
<PAGE>


Issuance of Preferred Stock.
----------------------------
In conjunction  with the Exchange,  the Company issued a new series of Preferred
Stock to two  individuals.  The Series A Convertible  Preferred Stock was issued
for a price of $4 per share,  resulting  in a total issue price of $5.4  million
for the 1,350,000 shares issued at the closing.

Holders of the Preferred Stock are entitled to receive a cumulative  dividend of
seven percent (7%) per annum,  payable  quarterly in arrears  beginning June 30,
2003 and continuing  until the Preferred Stock is redeemed or converted.  In the
event that the dividends are not paid in any period,  those dividends accumulate
and must be paid prior to  dividends  on the common  stock or any other class of
stock junior to the Preferred Stock.

The  Preferred  Stock  is  convertible  into  the  Company's  common  stock on a
one-for-one  basis  beginning  six months from the date of  closing,  subject to
adjustment. The conversion rate may be adjusted in the event of stock dividends,
stock  splits,   certain   reorganizations   and,  subject  to  certain  limited
exceptions,  the issuance of common stock or other  securities  convertible into
common stock at a price less than $1 per share.  These  adjustments are designed
to afford the  holders of the  Preferred  Stock the same  rights to acquire  the
common stock as before the event giving rise to the adjustment.

Holders of the  Preferred  Stock are entitled to a  preference  in the event the
Company is  liquidated  on a  voluntary  or  involuntary  basis.  In that event,
holders of the  Preferred  Stock will  receive a  preferential  distribution  to
holders of the common stock and any other junior  securities  in an amount equal
to the issue price, plus any accrued but unpaid dividends.  Following payment of
any preferential distributions upon liquidation,  holders of the Preferred Stock
are not entitled to share in any further distributions.

The  Preferred  Stock may be  redeemed  by the Company by giving the holders not
less than 20 days advance  written notice and by paying the issue price plus any
accrued but unpaid dividends. The holders of the Preferred Stock are entitled to
convert  the stock  into  common  stock  during  the  pendency  of any notice of
redemption.

Finally, holders of the Preferred Stock are entitled to vote with holders of the
common  stock at the rate of five  votes for each  share of  preferred  owned by
them.  Accordingly,  the 1,350,000 shares issued in connection with the Exchange
are entitled to 6,750,000 votes on any matters submitted to the shareholders for
consideration.

Change of Name and Business and Executive Office.
-------------------------------------------------
Immediately  following closing of the Exchange,  the Company changed its name to
Ashcroft  Homes  Corporation  to more  accurately  reflect  the  business  to be
conducted following the acquisition of the Ashcroft Subsidiaries.

Reverse Stock Split.
--------------------
Contemporaneously  with  closing of the  Exchange,  the  Company  implemented  a
reverse split of its common stock on a one for three and one-half (1:3.5) basis,
which split was  approved by the  shareholders  on March 31,  2003.  The reverse
split did not affect  the amount of  authorized  common  (25,000,000  shares) or
preferred (10,000,000 shares) stock.

                                        7

<PAGE>

Financial Statements of Ashcroft Homes Corp.
--------------------------------------------
Audited  financial  statements and unaudited  interim  financial  statements for
Ashcroft Homes Corp. required for Form 8-K will be filed as required.

                                        8
<PAGE>


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

General

     The  following  discussion  and  analysis  covers  material  changes in the
financial condition of Ashcroft Homes Corporation,  formerly known as OneDentist
Resources,  Inc.  ("Ashcroft"  or "us") since our fiscal year end  December  31,
2002, our results of operations for the three months ended March 31, 2003, and a
comparison  of the three months ended March 31, 2003 to the same period in 2002.
This   discussion  and  analysis   should  be  read  in  conjunction   with  the
"Management's  Discussion  and  Analysis or Plan of  Operation"  included in our
Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the
Securities  and Exchange  Commission  ("SEC"),  including the audited  financial
statements contained therein.

     See also the discussion at the end of this section for cautionary  language
regarding forward-looking statements contained in this report.

Subsequent Event

     Effective April 3, 2003, we acquired all of the outstanding common stock or
membership  interests of several  private  companies  engaged in the residential
home building and real estate development industry.  See Note 2 to the unaudited
financial  statements  included  in  this  report.  Since  the  acquisition  was
completed subsequent to March 31, 2003, the financial  information  contained in
this report does not reflect the financial condition or results of operations of
any  of  these  subsidiaries.   Individuals  desiring  information  about  these
subsidiaries  should refer to other  reports filed or to be filed by us with the
SEC. Specific financial  information for the Ashcroft Subsidiaries will be filed
by amendment to Form 8-K as required by applicable rules.

Liquidity and Capital Resources

     Our financial condition remained substantially  unchanged from December 31,
2002 to March 31, 2003. We had no assets and a minimum  amount of liabilities at
both times.  Most of our  liabilities  were  satisfied  after March 31, 2003, in
conjunction with the acquisition  described above;  those  liabilities that were
not paid are indemnified by certain of our principal shareholders.

     During the first quarter of 2003, we satisfied certain debt by the issuance
of our equity  securities in an effort to conserve working capital.  We issued a
total of  1,259,299  shares of common stock to two  individuals  in exchange for
satisfaction of outstanding debt totaling $36,440.  That share amount reflects a
reverse split of our common stock on a one for three and one-half basis approved
by the  shareholders  on March 31, 2003 and effective April 3, 2003. We financed
all of our cash  requirements  during  the  first  quarter  with  advances  from
shareholders.

     Our   financial   condition   has  changed   substantially   following  the
acquisition.  We acquired  significant  assets and  liabilities  of the Ashcroft
Subsidiaries, which will be reported on our consolidated financial statements in
the future. Please see Our Future Reports filed with the SEC for a more complete
description of our assets and liabilities.

                                        9
<PAGE>

     We  completed  the  acquisition  of the Ashcroft  Subsidiaries  in order to
provide a source of revenue,  cash flow and working capital.  We believe that we
have  achieved  that  objective.  However,  we also believe that we will require
additional  working  capital in the future to finance  operations.  Real  estate
development and construction is extremely capital intensive. As a participant in
that industry, we will be continually financing and refinancing the acquisition,
development and construction capital that we need to operate, as well as working
capital for general and  administrative  expenses.  We are frequently  borrowing
money at interest rates  substantially in excess of existing prime rates, due to
risks inherent in our industry, and with our business in particular. As a public
company, we hope to obtain access to capital at more affordable rates.

Results of Operation

     For the three  months  ended  March 31,  2003,  we  realized  a net loss of
$12,183, less than $.01 per share, on no revenue. This compares to net income of
$2,374 on no  revenue  for the three  months  ended  March 31,  2002.  We had no
operations  prior  to  March  31,  2003  and  the  acquisition  of the  Ashcroft
Subsidiaries.  As a result, we had no source of revenue prior to March 31, 2003.
Our  operating  expenses  during  the  first  quarter  of 2003 were  limited  to
administrative  expenses,  such as the cost of preparing and filing reports with
the SEC.

     Following  acquisition  of  the  Ashcroft  Subsidiaries,  our  consolidated
revenue will be derived from  construction  and sale of residential  homes. As a
participant in that industry, we will be subject to fluctuations in the economy,
interest rates and household  income,  both nationally and along the front range
of Colorado where we operate. Our business is also somewhat seasonal, increasing
in the summer and fall months and  decreasing  during  winter and early  spring.
Specific  results of operations  will be available in future reports to be filed
by us with the SEC.

Forward-Looking Statements

     This Form 10-QSB  contains or  incorporates  by reference  "forward-looking
statements,"  as that  term  is  used in  federal  securities  laws,  about  our
financial  condition,  results of  operations  and  business.  These  statements
include, among others:

     - statements  concerning  the benefits  that we expect will result from our
business  activities and certain  transactions  that we have completed,  such as
increased  revenues,  decreased  expenses and avoided expenses and expenditures;
and

     - statements of our  expectations,  beliefs,  future plans and  strategies,
anticipated developments and other matters that are not historical facts.

     These  statements  may  be  made  expressly  in  this  document  or  may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these  statements  by  looking  for words  such as  "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.

                                      10
<PAGE>


     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties  that may cause our actual results to be materially  different
from any future results expressed or implied by us in those statements.  Because
the statements are subject to risks and uncertainties, actual results may differ
materially  from those  expressed  or  implied.  We caution you not to put undue
reliance on these  statements,  which speak only as of the date of this  report.
Further,  the information  contained in this document or incorporated  herein by
reference is a statement of our present  intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

     The important factors that could prevent us from achieving our stated goals
and  objectives  include,  but are not limited to,  those set forth in our other
reports filed with the SEC and the following:

     o    The extent and duration of the current economic  downturn,  especially
          in the Colorado market;

     o    Any change in interest rates;

     o    The   willingness   and  ability  of  third  parties  to  honor  their
          contractual commitments;

     o    Our  ability to raise  additional  capital,  as it may be  affected by
          current  conditions  in the stock market and  competition  in the home
          building industry for risk capital;

     o    Our costs and the pricing of our services;

     o    Environmental and other  regulations,  as the same presently exist and
          may hereafter be amended;

     o    Our ability to identify, finance and integrate other acquisitions; and

     o    Volatility of our stock price.


We  undertake  no   responsibility   or  obligation  to  update  publicly  these
forward-looking  statements,  but may do so in the  future  in  written  or oral
statements.  Investors  should take note of any future  statements made by or on
our behalf.

                                       11
<PAGE>


                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings

     In the normal course of our  operations in the home building  industry,  we
are subject to certain routine matters of litigation,  such as subcontractor and
material disputes, mechanics lien actions and warranty claims from purchasers of
our homes.  We believe these disputes are customary in our industry and will not
materially  effect our  operations or financial  condition.  At the date of this
report,  we do not believe that we are the subject of any pending or  threatened
litigation  that  would  materially  and  adversely  affect  our  operations  or
financial condition.

Item 2. Changes in Securities

     (a) See Note 2 to the unaudited financial statements for a description of a
class of  preferred  stock  issued in  connection  with the  acquisition  of the
Ashcroft  Subsidiaries.  The  issuance of this  preferred  stock may  materially
affect the rights of holders of our common stock.

     (c) In connection  with the  acquisition of the Ashcroft  Subsidiaries,  we
issued a total of 12,954,060  shares of our common stock and 1,350,000 shares of
Series A Convertible Preferred Stock, which shares were not registered under the
Securities Act of 1933. These shares were issued to the former  shareholders and
members of the Ashcroft Subsidiaries.

     We  relied  on the  exemption  from  registration  provided  by  Rule  506,
Regulation D of the 1933 Act in connection  with this  transaction.  We received
executed   subscription   agreements  from  each  participant  in  the  exchange
acknowledging their status as accredited investors as defined in Rule 501 of the
1933 Act.  Further,  each  participant  acknowledged  that he had the  requisite
knowledge and experience in financial and business  matters that he or she could
evaluate the merits and risks of the investment. The subscription agreement also
acknowledged that certificates  representing our shares would be restricted from
transfer under the provisions of Rule 502.

Item 4.  Submission of Matters to a Vote of Security Holders

     At a special meeting of our shareholders on March 31, 2003, a reverse split
of our common stock and change in our name to "Ashcroft Homes  Corporation"  was
approved. The number of votes cast in favor of the resolution was 5,012,409,  no
shares against and no shares abstaining to vote on the resolution.

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

                  B. Reports on Form 8-K.

                  (i) The  Company  filed a Current  Report  dated April 3, 2003
                  reporting a change in control.

                                       12
<PAGE>

                  (ii) The Company  filed a Current  Report dated April 18, 2003
                  reporting an agreement for the acquisition of assets.

                  (iii) The  Company  filed a Current  Report  dated May 6, 2003
                  reporting a change in accountants.







            (The Remainder of This Page Was Intentionally Left Blank)

                                       13
<PAGE>



                                   SIGNATURES

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


                                ASHCROFT HOMES CORPORATION


Date: May 15, 2003              By:  /s/ Daniel S. Connerly
                                     -----------------------------------------
                                     Daniel S. Connerly, Authorized Signatory,
                                     Principal Financial Officer and Treasurer

                                       14
<PAGE>

                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, Daniel S. Connerly provides the following certification.

     I,  Daniel S.  Connerly,  Principal  Financial  Officer  and  Treasurer  of
Ashcroft Homes Corporation ("Company"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the Company;

     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
Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Company and have:

          a. Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Company is made known to me by others,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. Evaluated the  effectiveness of the Company'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. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  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  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company'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  Company's  internal
     controls; and

     6. 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 my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date:    May 15, 2003                           /s/ Daniel S. Connerly
      ----------------                          --------------------------------
                                                Daniel S. Connerly,  Principal
                                                Financial Officer and Treasurer

                                       15
<PAGE>


                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, Richard O. Dean provides the following certification.

     I, Richard O. Dean,  Chairman of the Board and Chief  Executive  Officer of
Ashcroft Homes Corporation ("Company"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the Company;

     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
Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Company and have:

          a. Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Company is made known to me by others,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. Evaluated the  effectiveness of the Company'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. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  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  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company'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  Company's  internal
     controls; and

     6. 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 my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date:    May 15, 2003                  /s/ Richard O. Dean
      ---------------                  ---------------------------------------
                                       Richard O. Dean, Chairman of the Board
                                       and Chief Executive Officer


                                       16