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: September 30, 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)


    6312 South Fiddlers Green Circle, Suite 500-N, Englewood, Colorado 80111
    ------------------------------------------------------------------------
                    (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 November 14, 2003, 17,147,980 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.    Consolidated Balance Sheet (unaudited) at September 30, 2003      1

           Statements of Operations (unaudited, combined and
           consolidated) for the three and nine months ended
           September 30, 2003 and 2002                                       3

           Statements of Cash Flows (unaudited and combined)
           for the nine months ended September 30, 2003 and 2002             4

           Notes to unaudited, combined and consolidated
           Financial Statements                                              5

Item 2.    Management's Discussion and Analysis or Plan of Operation         12

Item 3.    Controls and Procedures                                           20

Part II - OTHER INFORMATION

Item 2.    Changes in Securities                                             21

Item 5.    Other information                                                 21

Item 6.    Exhibits and Reports on Form 8-K                                  22

SIGNATURES                                                                   23




                                       i

<PAGE>



                           ASHCROFT HOMES CORPORATION
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                            September 30, 2003

                                            -------------------
                                                (Unaudited)

Cash                                        $           83,573
Accounts receivable                                    102,639
Accounts receivable- related parties                   104,831
Income taxes receivable                                132,448
House inventory                                      9,707,780
Land inventory                                      17,456,329
Deposits                                               805,731
Prepaid expenses                                       305,243
Property and equipment, net                            203,131
Other assets                                           163,785
Goodwill, net                                          227,361
                                            -------------------

                                            $       29,292,851

                                            ===================



    SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS


                                       1
<PAGE>

                           ASHCROFT HOMES CORPORATION
                           CONSOLIDATED BALANCE SHEET

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)


                                             September 30, 2003
                                            -------------------
                                                 (Unaudited)

Notes payable                               $       24,455,069
Due to related parties                               1,377,763
Leases payable                                          77,477
Accounts payable and accrued
expenses                                             6,021,332
Customer deposits - refundable
and non-refundable                                     367,671
Accrued interest - related parties                     417,730
Deferred income                                        352,798
                                            -------------------

Total Liabilities                                   33,069,840

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS                                    (861,087)

REDEEMABLE COMMON STOCK                                870,000

STOCKHOLDERS' (DEFICIT)
Convertible 7% cumulative series A
 preferred stock, no par value, 10,000,000
 shares authorized, 1,350,000 shares issued and
 outstanding                                         5,400,000
Common stock, no par value, 25,000,000 shares
 authorized, 14,777,980 shares issued and
 outstanding                                         1,142,053
Subscription receivable                               (135,000)
Additional paid in capital                             240,756
Accumulated deficit                                (10,433,711)
                                            -------------------

Total Stockholders' (Deficit)                       (3,785,902)
                                            -------------------

                                            $       29,292,851
                                            ===================




    SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS



                                       2
<PAGE>
<TABLE>
<CAPTION>
                           ASHCROFT HOMES CORPORATION
                            STATEMENTS OF OPERATIONS


                                      Consolidated          Combined           Combined           Combined
                                      For the Three      For the Three       For the Nine       For the Nine
                                      Months Ended        Months Ended       Months Ended       Months Ended
                                    September 30, 2003 September 30, 2002 September 30, 2003 September 30, 2002
                                    ------------------ ------------------- ------------------ ------------------
                                       (Unaudited)        (Unaudited)         (Unaudited)        (Unaudited)
<S>                                       <C>                 <C>               <C>                <C>
SALES                                 $     8,380,018     $     8,610,316    $    17,210,452     $   28,341,637

COSTS OF SALES                              8,498,073           8,412,402         17,426,559         27,650,273
                                    ------------------ ------------------- ------------------ ------------------

GROSS PROFIT                                 (118,055)            197,914           (216,107)           691,364
                                    ------------------ ------------------- ------------------ ------------------

EXPENSES:

Selling, general and administrative         1,685,908             446,211          4,511,117          1,432,908
Interest                                      480,839              93,537            957,590            158,966
                                    ------------------ ------------------- ------------------ ------------------

Total Expenses                              2,166,747             539,748          5,468,707          1,591,874
                                    ------------------ ------------------- ------------------ ------------------

OPERATING (LOSS)                           (2,284,802)           (341,834)        (5,684,814)          (900,510)

OTHER INCOME (EXPENSE):
Interest income                                   351               1,494             17,004              2,340
Other income (expense)                        610,486              24,115            312,987            (18,977)
                                    ------------------ ------------------- ------------------ ------------------

Total Other Income (Expense)                  610,837              25,609            329,991            (16,637)
                                    ------------------ ------------------- ------------------ ------------------

NET (LOSS) BEFORE MINORITY
INTEREST AND INCOME TAXES                  (1,673,965)           (316,225)        (5,354,823)          (917,147)

MINORITY INTEREST                            (184,829)             57,481           (125,124)          (123,138)
                                    ------------------ ------------------- ------------------ ------------------


NET (LOSS)                            $    (1,489,136)     $     (373,706)   $    (5,229,699)      $   (794,009)
                                    ============================================================================
</TABLE>





    SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS


                                       3

<PAGE>
<TABLE>
<CAPTION>


                           ASHCROFT HOMES CORPORATION
                       COMBINED STATEMENTS OF CASH FLOWS



                                                  For the Nine     For the Nine
                                                 Months Ended      Months Ended
                                             September 30, 2003 September 30, 2002
                                             ------------------ ------------------
                                                 (Unaudited)       (Unaudited)
<S>                                              <C>             <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
 Net (loss) from operations before minority
 interest                                        $ (5,354,823)   $   (917,147)
 Adjustments to reconcile net (loss) to net
 cash from operating activities:
   Depreciation and amortization                      122,485         191,749

   Stock issued for forgiveness of interest            30,400              --
Changes in assets and liabilities:
   Accounts receivable                                414,391        (264,735)
   Receivables from related parties                   319,895         125,633
   House inventories                                2,941,134       6,207,536
   Land inventories                                 2,083,563       3,101,919
   Deposits                                                62        (561,042)
   Prepaid expenses                                   134,717         332,397
   Other assets                                       460,409          10,437
   Accounts payable and accrued expenses            1,752,806        (479,161)
   Customer deposits                                 (222,686)        634,442
   Deferred income                                    (47,534)        132,798
   Accrued expenses, related parties                  172,418           2,514
   Accrued warranty costs                            (141,467)       (623,668)
                                                 ------------    ------------
     Net Cash Provided by (Used In)
     Operating Activities                           2,665,770       7,893,672
                                                 ------------    ------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

  Notes receivable                                     85,000         (44,260)
  Purchase of equipment                               (39,260)         (7,416)
                                                 ------------    ------------
     Net Cash Provided by (Used In)Investing
     Activities                                        45,740         (51,676)
                                                 ------------    ------------

CASH FLOWS FROM (TO) FINANCING  ACTIVITIES:

  Repayment of leases                                 (16,203)        (22,105)
  Proceeds from notes payable                      15,496,437      17,192,184
  Repayment of notes payable                      (19,117,777)    (24,849,831)
  Proceeds from loans payable, related parties      2,017,620       1,388,189
  Repayment of loans payable, related parties      (1,874,630)     (1,589,253)
  Distributions to stockholders                            --        (238,402)
  Contributions of equity to LLC                           --          32,152
  Sale of common stock                                350,000          10,905
  Distributions to minority interest members               --         (22,500)
                                                 ------------    ------------
     Net Cash (Used In) Financing Activities       (3,144,553)     (8,098,661)
                                                 ------------    ------------

(DECREASE) IN CASH                                   (433,043)       (256,665)

Cash and Cash Equivalents at Beginning of
Period                                                516,616         515,026
                                                 ------------    ------------

Cash and Cash Equivalents at End of Period       $     83,573    $    258,361
                                                 ============    ============

Supplemental Disclosure of Cash Flow
Information:

  Cash paid during the period for:

    Interest                                     $    722,602    $    205,329
                                                 ============    ============
    Taxes                                        $         --    $         --
                                                 ============    ============
</TABLE>





    SEE ACCOMPANYING NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS



                                       4
<PAGE>
                           ASHCROFT HOMES CORPORATION
        NOTES TO UNAUDITED, COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited combined and consolidated financial statements
include the accounts of Ashcroft Homes Corporation and its subsidiaries (the
"Company"). The combined and consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information and in accordance
with the instructions for Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

In the opinion of management, the unaudited interim consolidated financial
statements for the three months ended September 30, 2003 and the unaudited
interim combined financial statements for the nine months ended September 30,
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 periods. The results for
the nine months ended September 30, 2003 are not necessarily indicative of the
results of operations for the full year. These unaudited combined and
consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Form 8-K dated
April 3, 2003.

Certain amounts in the prior period's financial statements have been
reclassified for comparative purposes to conform to the current period
presentation.

NOTE 2 - NOTES PAYABLE

Notes payable consists of the following at September 30, 2003:

<TABLE>
<CAPTION>
<S>                                                                       <C>
Various notes with several individuals and other lending entities
     for lot purchases and construction of homes with interest
     rates ranging from 7% to 25%; principal payments ranging
     from $3,000 monthly to lump sum payments due at maturity
     dates which range from December 15, 2000 to December 31,
     2003; majority of these notes are secured by Deeds of Trust.         $    2,931,569

Various notes with several financial institutions for lot
     purchases and construction of homes with interest rates
     ranging from 3.75% to 12.5% per annum; interest due monthly,
     principal due at various dates within the next twelve
     months; majority of these notes are secured by the related
     homes that are being built or lots that are being purchased.             21,288,695

Various notes with several vendors for accounts payable converted
     to notes with interest rates ranging from 0% to 10.5% per
     annum.                                                                      234,805
                                                                         ---------------
                                                                              24,455,069

Less current portion                                                          24,455,069
                                                                         ---------------

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

</TABLE>


                                       5
<PAGE>
Substantially all of the above notes are guaranteed by the Company's CEO and
other members of management.

Certain notes payable have become due and the Company is in the process of
renegotiating the terms of the notes.

In July 2003 an individual note holder formally made notice to the Company for
repayment of an outstanding loan and accrued interest totaling $329,057 owed by
the Company. The Company entered into a reaffirmation agreement with this
individual note holder to pay $121,200 as defined in the agreement by June 1,
2004 and issue 270,000 restricted shares of the Company's common stock. The note
holder has the option to keep the shares or have the Company purchase all or
part of the 270,000 shares at $1 per share on August 15, 2004. The Company has
recorded the option as redeemable common stock valued at $270,000, based upon
the option repurchase price.

NOTE 3 - DUE TO RELATED PARTIES
<TABLE>
<CAPTION>

Related party debt consists of the following at September 30, 2003:
<S>                                                                                 <C>
Note due to related party for $151,000;  interest at 30% per annum,  principal and
     interest due as Company  closes on  construction  loans for specific  lots in
     the Arapahoe Farms development,  with remaining balance due October 10, 2001;
     unsecured.                                                                     $     31,000
Note Payable to related party for $1,570,000; interest at 2% plus prime rate
     plus default interest if in default; due October 1, 2004; secured by Deed
     of Trust and security agreement executed with the note.                             263,353
Note payable to related party for $200,000; interest at 25% per annum plus the
     greater of $20,000 or an amount equal to 5% of net profits (as defined) on
     the sale of lots in the Water Valley sub-division; due December 20, 2001.           220,000
Note payable to related party for $180,427; interest at 12.5% per annum due
      May 31, 2001.                                                                      180,427
Note  payable to  related  party for  $300,000;  interest  at 3.5% per month;  due
     December 13, 2003;  secured by certain Deeds of Trust (as defined in the Loan
     Agreement).                                                                         289,500
Advances from related parties, non-interest bearing, due on demand.                      393,483
                                                                                    ------------
                                                                                       1,377,763

Less current portion                                                                   1,377,763
                                                                                    ------------

                                                                                    $          -
                                                                                    ============
</TABLE>


Several of the notes payable/advances have become due and the Company is in the
process of renegotiating the terms of the notes.

NOTE 4 - STOCKHOLDERS' EQUITY

In April 2003 two members of management purchased 600,000 shares of the
Company's common stock for $50,000. In July 2003 mutual separation agreements
were entered into between these two individuals and the Company. The Company
agreed to pay salaries and other benefits through September 15, 2003 to one
individual and through September 30, 2003 for the other and repurchase the
600,000 shares of the Company's common stock for $50,000 in the third quarter.
In September 2003 the Company entered into an extension for the repurchase of
300,000 of these shares to occur in the fourth quarter. The Company has recorded
this obligation as redeemable stock for $25,000.

                                       6
<PAGE>
In April 2003 the Company issued 121,600 shares of its common stock valued at
$30,400 for interest due on a note that matured upon the closing of a certain
home and release of additional collateral.

On August 14, 2003, the Company purchased from Casablanca Homes, LLC (a company
controlled by a member of the Company's board of directors) a house in exchange
for 1,200,000 shares of the Company's common stock valued at $575,000
(approximately $.48 per share) and paid cash of $37,825. The value of the home
was recorded at $575,000 based upon an independent appraisal. Beginning 12
months after the closing and ending 36 months after the closing, Casablanca has
the option to require the Company to repurchase the shares for a price of $.48
per share. If the Company fails to pay the full exercise price, the price per
share will increase to $.576 per share and the Company will be required to pay
interest of 20% per year on the unpaid exercise price. The Company has recorded
Casablanca's option as redeemable common stock valued at $575,000, based upon
the option repurchase price. The Company is required to place in escrow the
following:

     a.   $125,000 upon sale of the home to an unaffiliated purchaser

     b.   $204,000 upon funding of construction loans of three lots to be owned
          by Ashcroft/Plum Creek, LLC

     c.   Funds that would be received from the Company as distributions from
          Ashcroft/Plum Creek, LLC until the escrow amount equals $575,000.

Casablanca can draw down the escrow account by returning shares of the Company
at a purchase price of $.48.

Subsequent to purchasing the house from Casablanca, the Company sold the house
to its chief executive officer for $575,000, paid in the form of approximately
$360,000 cash and reduction of indebtedness to the chief executive officer of
$215,000. The Company will be obligated to begin funding the escrow account when
the chief executive officer sells the house to an unaffiliated purchaser.

During the nine months ended September 30, 2003 the Company sold 310,000 shares
of its common stock for $310,000 to various individuals in connection with
private placements.

Subscription Receivable
-----------------------
In February 2003 the Company issued 587,633 shares of its common stock for
$15,000 cash and a stock subscription receivable for $85,000. The Company
anticipates collection of the stock subscription receivable before year-end.

Preferred Stock
-----------------
The Company issued 1,350,000 shares of 7% Series A preferred stock convertible
at $4 per share to an equal number of shares of common stock. The holders of the
preferred stock converted $370,227 of net debt to equity. The Company has
accrued a dividend of $189,000 and has recorded it as accrued interest during
the nine months ended September 30, 2003. 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.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

In April 2003 the Company entered into an agreement for business advisory
services for a term of one year and is required to pay $7,500 per month.

                                       7
<PAGE>
In October 2003, the Company executed a non-binding letter of intent to acquire
98 single-family lots in Fountain, Colorado, located south of Colorado Springs.
The Company anticipates beginning its exercise of the option in November 2003 at
which time the Company is to submit an option deposit equivalent to
approximately 10% of the purchase price, or $415,800. The Company intends to
enter into another option agreement for the purchase of an additional 51 single
family lots to occur in June 2004 at which time the Company would be obligated
to submit an option deposit equivalent to 10% of the option price, the agreement
is subject to execution of a definitive option agreement with the land owner.

On September 12, 2003, the Company entered into a purchase agreement for the
acquisition of 29 duplex lots on 14.5 acres of land located in Douglas County,
Colorado. The purchase price payable for the property is $3,650,000 in cash, of
which $25,000 has been paid as an earnest money deposit. The purchase agreement
was initially scheduled for closing on November 20, 2003; currently the Company
anticipates that date to be extended by mutual agreement with the proposed
seller to sometime in December 2003. Closing is subject to several
contingencies, including receipt of sufficient financing, title review and other
customary conditions. If the closing is completed, the Company intends to
finalize improvements of the lots and immediately commence vertical construction
of residential units on the property. The units will consist of upper end duplex
units in a golf course community. If the Company is unable to complete the
purchase, the agreement provides that the seller is entitled to specific
performance, and as a result the Company may still be compelled to purchase the
property or remain liable for certain monetary damages.

In August 2003 the Company entered into a sublease agreement in Denver for the
relocation of its corporate headquarters beginning September 1, 2003 and
expiring on February 28, 2007. The future minimum lease payments under all
non-cancelable lease obligations are as follows:

                                               ----------
                                     2003          29,108

                                     2004         230,569

                                     2005         232,621

                                     2006         223,704

                                     2007          37,525
                                               ----------
                                               $  753,527

NOTE 6 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination
-------------------------
The combined and consolidated financial statements include the accounts of the
following entities, collectively referred to as "The Company" or "Ashcroft",
which are affiliated by virtue of their inclusion in the acquisition by
OneDentist Resources, Inc. ("ODRE") on April 3, 2003. All significant
intercompany transactions have been eliminated.

Ashcroft Homes, Inc.                              Corporation
West Gold Holdings, Inc.                          S-Corporation
Stonegate Capital Corporation                     Corporation
Absolute Construction, LLC                        LLC
Tesoro Homes @ Tallyn's Reach, LLC                LLC
Peregrine Sanctuary, LLC                          LLC
Ashcroft Sageport, LLC                            LLC

                                       8
<PAGE>
Upon completion of the acquisition, ODRE changed its name to Ashcroft Homes
Corporation, and the entities listed became wholly owned subsidiaries of
Ashcroft (the "Ashcroft Subsidiaries").

Nature of Operations
--------------------
The Company designs, builds and sells single-family homes in Colorado,
principally in the Denver, Colorado Springs and Fort Collins metropolitan areas.
The Company is also engaged in residential land development throughout Colorado.

The Company currently offers its homes, designed principally for the "move-up"
and relocation markets, under the "Ashcroft Homes" and "Tesoro Homes" brand
names. Typically, Ashcroft Homes range in size from 1,800 square feet to over
4,500 square feet and range in price from $300,000 to $600,000, with an average
sales price of $475,000. Tesoro custom homes range in size from 2,800 square
feet to over 4,000 square feet and range in price from $480,000 to $700,000,
with an average sales price of $550,000.

Investment in Limited Liability Companies and Limited Partnership
-----------------------------------------------------------------
The Company accounts for its investments in limited liability companies ("LLCs")
and limited partnership ("LP") under the consolidation method. The Company is
the manager of each of the entities and exerts control over the entities.
Additionally, certain members of the Company's management and Board of Directors
are members in the LLCs and LP.

                                                             Status as of
                                             Ownership %     September 30, 2003
                                             -----------     -------------
Anthem Ashcroft Home Builders, LCC           50.0%           Active
Brookwood, LLC                               33.4%           Active
WGB Management, LLC                          50.0%           Active
Ashcroft Plum Creek, LLC                     50.0%           Active
WECC, LLC                                    25.0%           Inactive
WGB Fairway Ten Partners, LP                 *50.0%          Inactive
Caste Club, LLC                              37.5%           Inactive

*50.0% owned by WGB Management, LLC

Presentation
------------
The Company's homebuilding operations conducted across several metropolitan
areas of the state of Colorado have similar characteristics; therefore, they
have been aggregated into one reportable segment--the homebuilding segment.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.

Real Estate Inventories
-----------------------
Real estate inventories are reported at cost net of impairment losses, if any.
Real estate inventories consist primarily of raw land, lots under development,
homes under construction and completed homes of real estate projects. All direct
and indirect land costs, offsite and onsite improvements and applicable interest
and other carrying charges are capitalized to real estate projects during
periods when the project is under development. Land, offsite costs and all other
common costs are allocated to land parcels benefited based upon relative fair
values before construction. Onsite construction costs and related carrying
charges (principally interest and property taxes) are allocated to the
individual homes within a phase based upon the relative sales value of the
homes. The Company relieves its accumulated real estate inventories through cost
of sales for the cost of homes sold. Selling expenses and other marketing costs
are expensed in the period incurred. A provision for warranty costs relating to
the Company's limited warranty plans are included in cost of sales at the time
the sale of a home is recorded. The Company generally reserves .5 percent of the
sales price of its homes for warranty costs. The warranty cost accrued is
amortized over 12 months against the warranty costs incurred.

                                       9
<PAGE>
Property and Equipment
----------------------
Property and equipment is recorded at cost. Depreciation expense is provided on
a straight-line basis using the estimated useful lives of 3-7 years. Maintenance
and repairs are charged to expense as incurred. When assets are retired or
otherwise disposed of, the property accounts are relieved of costs and
accumulated depreciation and any resulting gain or loss is credited or charged
to operations. Depreciation expense was $106,124 and $174,779 for the nine
months ended September 30, 2003 and 2002, respectively.

Impairment Of Long Lived Assets
-------------------------------
Housing projects and unimproved land held for future development (components of
inventory) and property and equipment are reviewed for recoverability whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets is measured by comparing the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If these assets are considered to be impaired, the
impairment loss to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.

Deposits on Option Agreements
-----------------------------
During July 1999 the Company entered into an agreement to purchase developed
lots in a residential community and made option payments of $1,000 each for 84
lots. The Company purchased 35 lots in 2002 and the deposits were applied toward
the purchase price of the lot. The remaining 49 lots will not be purchased and
the Company forfeited the deposits.

Advertising and Promotion Costs
-------------------------------
Advertising and promotion costs are charged to expense during the period
incurred. Advertising and promotion expense totaled $70,238 and $92,117 for the
nine months ended September 30, 2003 and 2002, respectively.

Goodwill
--------
Goodwill, which arose from 1999 and 1998 acquisitions of the Company's Fort
Collins and Colorado Springs operations, was capitalized and is being amortized
over 15 years. Amortization expense was $16,361 and $16,970 for the nine months
ended September 30, 2003 and 2002, respectively.

Revenue Recognition And Classification Of Costs
----------------------------------------------
Revenue from the sale of residential units or land parcels is recognized when
closings have occurred and the risk of ownership is transferred to the buyer.
Sales commissions are included in selling, general and administrative expense.

                                       10
<PAGE>
Customer earnest money and change order deposits are recorded as liabilities.
During construction, all direct material and labor costs and those indirect
costs related to acquisition and construction are capitalized. Capitalized costs
are charged to earnings upon closing. Costs incurred in connection with
completed homes and selling, general and administrative costs are charged to
expense as incurred. Provision for estimated losses on uncompleted contracts, if
necessary, is made in the period in which such losses are determined. Revenues
from construction management fees are recognized upon the sale of completed
homes.

Stock-Based Compensation
------------------------
The Company has elected to follow the intrinsic value method to account for
compensation expense related to the award of stock options and to furnish the
pro forma disclosures required under SFAS No. 123, "Accounting for Stock-Based
Compensation." Since the stock option awards are granted at prices no less than
the fair-market value of the shares at the date of grant, no compensation
expense is recognized for these awards. As of September 30, 2003 the Company has
not granted any options.

Use Of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 reporting period. Actual results could differ from those estimates.

Income Taxes
------------
The Company accounts for income taxes under the asset and liability method for
its corporations. Under this method, deferred income taxes are recorded to
reflect the tax consequences in future years of temporary differences between
the tax basis of assets and liabilities and their financial statement amounts at
the end of each reporting period. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense represents the tax payable for the current period and the
change during the period in deferred tax assets and liabilities. Deferred tax
assets and liabilities have been netted to reflect the tax impact of temporary
differences.

Prior to the acquisition the combined financial statements do not include a
provision for income taxes for the S-Corporation or the LLCs because the
S-Corporation and LLCs do not incur federal or state income taxes. Instead,
earnings and losses are included in the stockholders' or members' personal
income tax returns and are taxed based on their personal tax strategies.

Concentrations of Risk
----------------------
The Company's financial instruments that are exposed to concentrations of credit
risk consist of cash, including money market accounts, and receivables. The
Company invests its cash in banks with high credit ratings; however, certain
account balances during the periods have been maintained at levels in excess of
federally insured limits. The Company's receivables are primarily due from
shareholders and affiliated entities and from amounts not received from title
companies related to sales occurring prior to period end. As a consequence, the
Company's management believes that concentrations of credit risk are limited and
the Company has not experienced a loss in such accounts.

Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash, accounts receivable, notes payable, accounts
payable, and accrued expenses approximate fair value because of the short
maturity of these items. The carrying value of non-current liabilities
approximates fair value based on references to interest rates on similar
instruments.

                                       11
<PAGE>



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

Introduction

     The following discussion and analysis covers the financial condition of
Ashcroft Homes Corporation and its subsidiaries ("we" or the "Company") at
September 30, 2003, changes in our financial condition since fiscal year end
December 31, 2002, and a comparison of our results of operations for the three
and nine months ended September 30, 2003 to the same periods of the prior fiscal
year. This information should be read in conjunction with the other financial
information and reports filed with the Securities and Exchange Commission
("SEC"), especially our Current Report on Form 8-K dated April 3, 2003, together
with all amendments to that report.

     Our primary business is owning and managing subsidiary companies that build
and sell homes under the Ashcroft or Tesoro Homes brand name. We also purchase
land and develop the land for construction of our homes and for sale to
unrelated third parties. The Company also employs sales personnel to sell
residential and developed lots. Unless otherwise noted, all references to us or
the Company include our subsidiaries unless we state otherwise.

     Our operations are currently conducted exclusively along the front range of
the State of Colorado. While our operations are conducted across several
metropolitan areas, we believe that they have similar characteristics.
Therefore, all of our operations have been included in one reportable segment,
the homebuilding industry.

Results of Operation

     For the three and nine months ended September 30, 2003, we lost $1,489,136
and $5,229,699, respectively. Our net loss increased 298% and 559%,
respectively, from the comparable periods of the prior fiscal year.

     Revenue. Our revenue during 2003 has declined substantially from the three
and nine months ended September 30, 2002, falling 2.7% for the three months
ended September 30, 2003 compared to the third quarter of 2002 and 39.3% for the
first nine months of this year compared to the comparable period of last year.
However, sales in the third quarter of this year rose 79.2% from the second
quarter, giving us a reason to be optimistic for the fourth quarter and next
year. We attribute our revenue decline to several factors:

     o    Sales of speculative homes declined significantly in the current year
          due to concerns about the economy, the war with Iraq and the general
          threat of terrorism;
     o    Presales declined in 2002 and early 2003 due to a slow down in the
          economy and employment layoffs in Denver;
     o    We started fewer speculative homes in the second half of 2002, due to
          uncertainty in the economy;
     o    We closed out several subdivisions which were active during 2002 and
          limited our new home starts to pre-sales in our new subdivisions
          during 2003 due to the uncertainty of the economy;

                                       12
<PAGE>
     o    Prospective purchasers delayed or cancelled their decision to purchase
          new homes due to the drought which Colorado experienced during 2002,
          including concerns for forest fires burning in the mountains
          immediately west of several of our subdivisions; and
     o    Price pressure from speculative homes started in 2002 but sold during
          the period through September 30, 2003.

We believe the state of economy, both nationally and in Colorado where our
operations are located, significantly affected our sales during the first nine
months of 2003. While interest rates were at a historic low during that time,
many homebuyers were affected by lay-offs or otherwise concerned with their
future economic position. As a result, sales of both pre-sold and speculative
homes were reduced during the first nine months of this year. Also, we reduced
starts of speculative homes during the latter part of 2002 as a result of
concerns about the economy.

     We believe our operations were affected disproportionately compared to
other publicly traded builders due to concerns about the economy and the war.
Our homes are designed to appeal to relocation, move-up and empty-nester buyers.
Since we do not generally offer starter homes, we believe our operations were
affected more adversely than those of other builders which might offer start-up
or entry-level homes. Also, we believe that the economic rate of recovery is
slower in Denver than other parts of the nation due to the concentration of high
tech jobs in the region. However, we believe that the recovery will be more
sustainable in Colorado for the same reason.

     The increase in revenue which we experienced for the third quarter of this
year compared to the second, as well as other factors, lead us to believe that
the economic recovery has commenced and that sales will improve in the future.
Our belief is based on the following factors:

     o    A significant portion of our existing home inventory represents
          pre-sold houses, meaning that we have signed contracts with the
          prospective purchasers; of the 60 homes currently under construction,
          50 are pre-sold and 10 are speculative starts;

     o    National employment statistics recently released by the Federal
          government indicate a drop in new claims for unemployment;

     o    Interest rates remain at near-historic lows;

     o    Colorado remains an extremely desirable place to live; and

     o    Long-term job growth for the United States, and Colorado in
          particular, is projected to be concentrated in the service and
          technology segments, providing jobs for Colorado's educated
          population.

We hope to position ourselves to take advantage of these factors as they
materialize.

                                       13
<PAGE>
     We are currently constructing homes in 11 subdivisions. In addition, we
have executed agreements to acquire an additional 268 lots in three
subdivisions, a portion of which are multi-family, which are in various stages
of negotiation. We have executed a non-binding letter of intent to acquire 98
single-family lots in Fountain, Colorado, located south of Colorado Springs. If
completed, this purchase will provide an opportunity to construct and market
units at a lower price point than our historical average. We have also executed
an agreement to acquire 29 duplex lots, platted for construction of 58 units, in
a premier residential development in Douglas County. Closing of that purchase is
subject to receipt of additional capital and satisfaction of other
contingencies. Finally, we are negotiating for the acquisition of 112 single and
multi-family lots located in Arapahoe County, Colorado. This property, located
in a golf course community, contains developed lots, finished and partially
finished residential units which we are acquiring from another Denver builder.
We anticipate these contracts will add to our inventory of land for future
development, as well as create opportunities for immediate cash flow from
construction and sale of residential units. All of these transactions are
subject to conditions and there is no assurance that the transactions will be
completed.

     Gross Margins and Cost of Sales. We define gross margin to mean home and
land sales revenue less cost of goods sold (which primarily includes land
development and construction costs, capitalized interest, financing costs and a
reserve for warranty expense) as a percent of home and land sales revenue. On
that basis, we reported a negative gross margin for the three and nine months
ended September 30, 2003. Gross margin for the nine months ended September 30,
2002 was 2.4%. This compares to historical averages of 7.5% for the year ended
December 31, 2001 and 10.5% for the year ended December 31, 2000.

     We believe the decline in our gross margins during the three and nine
months ended September 30, 2003 is attributable to many factors, including:

     o    Higher interest carrying costs, resulting from the longer sales cycle
          of some speculative starts commenced in 2001 and 2002;
     o    Higher subcontractor costs during 2002, prior to subcontractors
          realizing the effects of the economic slow-down; and
     o    Price pressure on speculative homes commenced during 2001 and
          continuing through 2003, resulting in a reduction in retail sales
          pricing vs. prior periods.

Due to the greater number of pre-sold homes started during 2003, we expect that
our gross margins will improve during the balance of 2003 and the first half of
2004. Such pre-sold homes will reduce interest carrying costs and pressure to
reduce prices which might otherwise exist. We also believe that subcontractor
and material costs have stabilized or increased at a slower rate during 2003
compared to 2002 and prior years.

     Selling, General and Administrative Expenses. General and administrative
expenses increased substantially during 2003 compared to the comparable periods
of 2002. These expenses increased 278% and 215% for the three and nine months
ended September 30, 2003 compared to the third quarter of 2002 and first nine
months of 2002, respectively. A significant portion of this increase is
associated with our becoming a publicly traded company during 2003. Salaries and
payroll expenses increased significantly during the current year, as we added
additional management personnel to support our planned growth. We also added
additional staff in our accounting department to support our reporting
obligations as a publicly traded company.

                                       14
<PAGE>
     Legal and accounting fees also increased significantly as a result of the
acquisition completed in April 2003 and the accompanying reporting obligations.
We completed the first audit of our historical financial statements, which added
significantly to our accounting expenses. Insurance, including director and
officer liability, health and general liability, also increased significantly.
Finally, consulting fees increased, as we contracted with investment bankers and
other entities to assist in reviewing and managing our capital structure.

     Land Inventory. Land inventory is extremely important to our operations, as
it provides future sites for construction of our residential units. At September
30, 2003, we believe we enjoyed a favorable land position. We currently own or
have under option approximately 168 developed and undeveloped lots.

     Both land and house inventories decreased from fiscal year end December 31,
2002 and from June 30, 2003, with house inventory falling 20% from year end and
land inventory falling 11%. The decrease in house inventory is commensurate with
our decision to start fewer speculative homes until the economy improves. Most
of our speculative homes started during 2002 have been sold by September 30,
2003. The decrease in land inventory is commensurate with the sales of homes
during 2003 and our decision not to immediately replace those lots. The proposed
acquisitions discussed under "-Revenue" above should help replace those lots.

     Interest Expense. Interest expense increased substantially from 2002 to
2003. The increase of 414% and 502% from the three and nine months ended
September 30, 2002 to September 30, 2003, results primarily from additional
borrowing and higher rates associated with our capital position during 2003. A
significant portion ($182,500) of the interest expense for the three and nine
months ended September 30, 2003 represents dividends on preferred stock issued
in connection with the acquisition of Ashcroft Homes in April. This preferred
stock is held by our Chief Executive Officer. See, Liquidity and Capital
Resources below.

     Other Income (Expense). Other income or expense increased significantly
from the comparable periods of 2002. Other income rose $585,228 from the third
quarter of 2002 to the third quarter of 2003, resulting primarily from a
reclassification of certain write-offs from the prior quarter. Other income of
$329,991 for the first nine months of the year represents a substantial increase
from other expenses of $16,637 realized during the first nine months of last
year.

Liquidity and Capital Resources

     We use our liquidity and capital resources to (i) support our operations,
including our land and homebuilding inventory; and (ii) provide working capital.
Liquidity and capital resources are generated internally from operations and
from external sources. At September 30, 2003, we suffered from both a lack of
liquidity and capital resources. Our operations during the nine months ended
September 30, 2003 did not provide sufficient cash flow.

                                       15
<PAGE>
     During the second quarter of 2003, and continuing into the third quarter,
we suffered from a substantial shortage of liquidity. As a result, we defaulted
on certain subordinated debt and obligations to our vendors. These defaults, in
turn, lead to the filing of certain lawsuits against us. Based on the amount of
the arrearages, we do not believe these defaults or the accompanying lawsuits
are material to our continued existence in the short term. However, we are
dependent on improved operations and receipt of capital from outside sources to
continue our operations in the long term. At September 30, 2003, we had over $6
million of accounts payable and accrued expenses. While a portion of that amount
will be paid with the proceeds of construction loans in the ordinary course of
business, we lack sufficient capital and liquidity to pay the balance at this
time.

     Capital Resources. Our capital structure is a combination of (i) permanent
financing, represented by stockholders' equity; (ii) long term financing; (iii)
construction loans; and (iv) current financing, represented by our general line
of credit. Based upon our current capital resources and additional capacity
under our existing credit agreements, we believe we require additional capital
resources. We also believe our capital resources are imbalanced; the Company
intends to continue to raise equity capital to align imbalances with our debt to
equity ratios.

     At September 30, 2003, we reported a deficit in shareholders' equity of
$3,785,902. The Company hopes to raise equity capital in the near term in
efforts to reduce the deficit, align equity and debt ratios consistent with our
industry and improve our liquidity and capital position. One objective in
becoming public was to obtain access to additional equity capital. We are
currently negotiating with several sources, including investment bankers and
private individuals, to provide additional equity. While we believe one or more
of these sources will provide some needed equity, there are no commitments in
place and no assurance that such financing will be successful. The Company has
issued 870,000 shares of redeemable common stock for which we have accrued a
liability due to the mandatory redemption feature; the liability will be
extinguished when the put option expires or at the time that the option is
exercised and the stock is redeemed.

     Our debt financing includes a combination of conventional, market rate
interest loans secured by senior positions on our real estate, together with
subordinated debt at significantly higher interest rates. As our operations
improve, we hope to refinance the subordinated debt to provide more favorable
terms. Our efforts to acquire single and multi-family lots, finished and
partially finished units in Arapahoe County represents one such opportunity. We
have been negotiating with holders of subordinated debt on that property to
convert that debt to shares of our common stock. If successful, such transaction
would significantly increase our equity and help conserve cash. However, as of
the date of this report, we have no commitments for such refinancing.

     Our existing construction lines of credit are used to draw funds for
construction of new homes. The amount of allowable borrowings are based on
several factors, including pre-sold homes, speculative homes, cost basis and
equity basis. Based upon our current financial condition and recent results of
operations we have experienced obstacles in extending our construction lines. We
also have a small, unsecured line of credit in the amount of $200,000 which we
hope to increase when our financial condition improves. We utilize this
arrangement for working capital.

                                       16
<PAGE>
     Notes Payable. Notes payable were reduced $3,891,340, or almost 14%, from
fiscal year end to September 30, 2003 in connection with sale of housing units
and application of resulting proceeds to outstanding notes. Notwithstanding this
decrease, we are dependent on improving operations and cash from outside sources
to improve our capital position.

     Cash Flow. During the nine months ended September 30, 2003, we used
$433,043 in cash. The use of cash from our net loss was reduced significantly by
(i) an increase in accounts payable and accrued expenses of $1,752,806 during
the first nine months of 2003; (ii) decreases in receivables of $414,391; (iii)
decrease in receivables from related parties of $319,895; (iv) a decrease in
house inventories of $2,941,134; and (v) a decrease in land inventories of
$2,083,563. Financing activities also used $3,144,553 of cash during the first
nine months, as we repaid more notes than we borrowed. We hope to improve our
cash flow in the future as our revenue increases and results of operation
improve.

     During the nine months ended September 30, 2002, we used $256,665 of cash,
slightly less than the amount used for the first nine months of 2003. However,
in the first nine months of 2002, our operations generated a substantially
larger amount of cash which was used to pay down our debt. The cash generated
from operations, in turn, was primarily the result of a decrease in inventory.
We reported a net loss of $794,009 during the first nine months of 2002.

Impact of Inflation, Changing Prices and Economic Condition.

     Real estate and residential housing prices are affected by inflation, which
can cause increases in the price of land, raw materials and subcontracted labor.
Unless these increased costs are recovered through higher sales prices, gross
margins would decrease. If interest rates increase, construction and financing
costs, as well as the cost of borrowings, also would increase, which can result
in lower gross margins. Increases in home mortgage interest rates may also make
it more difficult for the Company's customers to qualify for home mortgage
loans, potentially decreasing homes sales revenue.

     The volatility of interest rates could adversely effect our future
operations and liquidity. An increase in interest rates may affect adversely the
demand for housing and the availability of mortgage financing and may reduce the
credit facilities offered to us by banks, investment bankers and mortgage
bankers. See "Forward-Looking Statements" below.

     Our business also is affected significantly by general economic conditions
and, particularly, the demand for new homes in the markets in which we build.

Critical Accounting Policies

     The preparation of financial statements in conformity with 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
reporting period. Due to uncertainties in the estimation process, it is at least
reasonably possible that actual results could differ from those estimates. The
company has determined that its critical accounting policies, or those policies
that require significant use of judgment and estimates in their application, are
those related to (1) homebuilding inventory valuation; (2) estimates to complete
land development and home construction; (3) warranty costs; and (4) litigation
reserves.


                                       17
<PAGE>
     Real Estate Inventories - Real estate inventories are reported at cost net
of impairment losses, if any. Real estate inventories consist primarily of raw
land, lots under development, homes under construction and completed homes of
real estate projects. All direct and indirect land costs, offsite and onsite
improvements and applicable interest and other carrying charges are capitalized
to real estate projects during periods when the project is under development.
Land, offsite costs and all other common costs are allocated to land parcels
benefited based upon relative fair values before construction. Onsite
construction costs and related carrying charges (principally interest and
property taxes) are allocated to the individual homes within a phase based upon
the relative sales value of the homes. The Company relieves its accumulated real
estate inventories through cost of sales for the cost of homes sold. Selling
expenses and other marketing costs are expensed in the period incurred.

     Estimates to Complete Land Development and Home Construction - Home sales
revenue is recognized when a home is closed. In order to properly match revenues
with expenses, an estimation must be made by the Company as to certain
construction and land development costs incurred but not yet paid at the time of
closing. Estimated costs to complete a home are determined for each closed home
based upon historical data with respect to similar product types and
geographical areas.

     A provision for warranty costs relating to the Company's limited warranty
plans is included in cost of sales at the time the sale of a home is recorded.
The Company generally reserves one half percent of the sales price of its homes
for warranty costs. The warranty cost accrued is amortized over 12 months
against the warranty costs incurred.

     Litigation Reserves - The Company and certain of its subsidiaries have been
named as defendants in various cases arising in the normal course of business.
The Company has accounted for these associated liabilities, and Company
management anticipates those costs to be consistent with future exposure.

     Presentation - The Company's homebuilding operations conducted across
several metropolitan areas of the state of Colorado have similar
characteristics; therefore, they have been aggregated into one reportable
segment--the homebuilding segment.

     Revenue Recognition and Classification of Costs - Revenue from the sale of
residential units or land parcels is recognized when closings have occurred and
the risk of ownership is transferred to the buyer. Sales commissions are
included in selling, general and administrative expense.


                                       18
<PAGE>
     Deposits - Customer earnest money and change order deposits are recorded as
liabilities. During construction, all direct material and labor costs and those
indirect costs related to acquisition and construction are capitalized.
Capitalized costs are charged to earnings upon closing. Costs incurred in
connection with completed homes and selling, general and administrative costs
are charged to expense as incurred. Provision for estimated losses on
uncompleted contracts, if necessary, is made in the period in which such losses
are determined. Revenues from construction management fees are recognized upon
the sale of completed homes.

Recently Issued Accounting Pronouncements

         In April 2003 the FASB issued SFAS No. 149 Amendment of Statement 133
on Derivative Instruments and Hedging Activities ("SFAS 149"). SFAS 149 amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133. SFAS 149 is effective for contracts entered into or modified after June
30, 2003, and for hedging relationships designated after June 30, 2003. The
Company has reviewed SFAS 149 and its adoption is not expected to have a
material impact on its consolidated financial statements.

     In May 2003 the FASB issued SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company does not believe that the
implementation of SFAS 150 will have a material impact on its consolidated
financial statements.

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 contemplate or 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.

                                       19
<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.

Item 3.  Controls and Procedures

     (a) We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of September 30, 2003, under the
supervision and with the participation of our Chief Executive Officer and
Principal Financial Officer, management has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures were effective in timely
alerting them to material information required to be included in our periodic
filings with the SEC.

                                       20
<PAGE>
     (b) There were no changes in our internal control over financial reporting
that occurred during the quarter ended September 30, 2003 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

                           PART II--OTHER INFORMATION

Item 2.  Changes in Securities

     During the three month period ending September 30, 2003, we issued a total
of 1,780,000 shares of our common stock in transactions that were not registered
under the Securities Act of 1933. The following information summarizes the
transactions in which these securities were issued:

          (i) On August 12, 2003, we issued 270,000 shares to a single
     individual in partial settlement of a loan payable. The shares were valued
     at $1 for purposes of this transaction. See Note 2 to the financial
     statements for important information regarding this transaction.

          (ii) On August 14, 2003, we issued a total of 1,200,000 shares to a
     single entity in exchange for a residence valued at $575,000. See note 4 to
     the unaudited, combined and consolidated financial statements for important
     information regarding this transaction.

          (iii) During the three-month period, we issued a total of 310,000
     shares to individuals and entities that participated in an on-going private
     placement. These shares were sold for a price of $1 per share.

     In each of the foregoing transactions, we relied on the exemption provided
by Rule 506 of Regulation D. Each of the investors executed subscription
agreements confirming that they were accredited investors within the meaning of
Rule 501 of Regulation D. Further, the investors were notified of the
restrictions imposed on the securities under Rule 506, and certificates
representing the share were embossed with a restrictive legend.

     No underwriter was retained in connection with any of these transactions,
as we issued the shares directly.

Item 5.  Other Information

     On September 11, 2003, we executed an agreement to acquire 29 developed
duplex lots located in Douglas County, Colorado, consisting of approximately
14.5 acres of land, from Castle West Real Estate LLC, an unaffiliated third
party. The purchase price payable for the property is $3,650,000 in cash, of
which $25,000 has been paid as earnest money. Closing is scheduled for November
20, 2003, but we expect that date to be extended by mutual agreement with the
proposed seller to sometime in December. Closing is subject to a number of
contingencies, including receipt of sufficient financing, title review and other
customary conditions. If the closing is completed, we hope to finalize
development of the lots and immediately commence construction of residential
units on the property. The units will consist of upper end duplex units in a
golf course community.

                                       21
<PAGE>
     If we are unable to complete the purchase, the agreement provides that the
seller is entitled to specific performance, which means we might be compelled to
purchase the property or pay damages.

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

     (a) Exhibits: The following exhibits are filed with this report:

           31.1 Certifications pursuant to Rule 13a-14(a) or
           15d-14(a) under the Securities Exchange Act of 1934,
           as amended.

           31.2 Certifications pursuant to Rule 13a-14(a) or
           15d-14(a) under the Securities Exchange Act of 1934,
           as amended.

           32 Certifications pursuant to 18 U.S.C. Section 1350,
           as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K: None.



            (The Remainder of This Page Was Intentionally Left Blank)


                                       22

<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: November 21, 2003          By:Joseph A. Oblas
                                    -------------------------------------------
                                    Joseph A. Oblas, Executive Vice President,
                                    Principal Financial Officer




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<PAGE>