UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.   20549_________________________________________

 

FORM 10-QSBQuarterly Report Under Section 13 or 15(d)of the Securities Exchange Act of 1934._________________________________________

 

For the quarter ended March 31, 2003                                                                                                          Commission file number 000-49634**FIRST IMPRESSIONS(Exact name of registrant as specified in its charter)

 

**NEVADA** **   **                                                                                                                                                                                   **88-0475756**(State or other jurisdiction of                                                                                                                                                      (I.R.S. Employerincorporation or organization)                                                                                                                                                     Identification No.)
**1601 E. Flamingo Rd., Suite 18BLas Vegas, Nevada                                                                                                                                                                              89119(Address of principal executive offices)                                                                                                                                                (Zip Code)

 
**(702) 866-5834(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes___X___      No _____

As of May 1, 2003 there were 20,000,000 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one)Yes ______    No ___X__
FIRST IMPRESSIONSMARCH 31, 2003

INDEX

PART I - FINANCIAL INFORMATION                                                                                                                                            Page No.

               Item 1.     Financial Statements

                               Balance Sheet as of March 31, 2003 and December 31,2002

                               Statement of Operations three months endedMarch 31, 2003 and 2002

                               Statement of Cash Flows three months endedMarch 31, 2003 and 2002

                               Notes to Unaudited Financial Statements

               Item 2.    Plan of Operation

               Item 3.    Controls and Procedures

PART II - OTHER INFORMATION

               Item 1.    Legal Proceedings

               Item 2.    Changes in Securities

               Item 3.    Defaults Upon Senior Securities

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

               Item 5.    Other Information

               Item 6.    Exhibits and Reports of Form8-K

               SIGNATURES

               CERTIFICATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER

2
**FIRST IMPRESSIONS(a Development Stage Company)BALANCE SHEET

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements****March 31, 2003(unaudited)
**December 31, 2002audited
**ASSETS
CURRENT ASSETS
         Cash
$         22,305
$         24,305
              TOTAL CURRENT ASSETS
22,305
24,305
$         22,305
$         24,305
 
**LIABILITIES ANDSTOCKHOLDERS' EQUITY
 

CURRENT LIABILITIES
$                 0
$                 0
 

              TOTAL CURRENT LIABILITIES
0
0
 

STOCKHOLDERS' EQUITY
 

   Preferred stock, $.001 par value authorized 5,000,000;no shares issued and outstanding as of 3/31/03 and 12/31/02
 0

0
 

   Common stock, $.001 par value, authorized 50,000,000 shares;20,000,000 shares issued and outstanding as of 3/31/03 and12/31/02 retroactively restated
 20,000

20,000
 

Additionalpaid-in capital
36,731
35,231
(Deficit) accumulated during development stage
(34,426)
(30,926)
              TOTAL STOCKHOLDER'S EQUITY
22,305
24,305
$         22,305
$         24,305**The Accompanying Notes are an integral part of these financial statements.**
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**FIRST IMPRESSIONS(a Development Stage Company)STATEMENT OF OPERATIONSUNAUDITED** 
Three Months EndedMarch 31,2003 

Three Months EndedMarch 31,2002 

For the Period October 18, 2000,(Inception) to March 31, 2003    
Revenue
$                    0
$                   0
$                     0    
EXPENSES   
General and Administrative
2,000
2,081
22,695
Officer services
1,500
1,500
11,731    
TOTAL EXPENSES
3,500
3,581
34,426    
NET (LOSS)
$           (3,500)
$         (3,581)
$          (34,426)   
Weighted average number of commonshares outstanding basic and fully diluted
20,000,000
20,000,000   
Net (loss) per weighted shares-basic andfully diluted
$              (0.00)
$             (0.00)**The Accompanying Notes are an integral part of these financial statements.**
4
**FIRST IMPRESSIONS(a Development Stage Company)STATEMENT OF CASH FLOWSUNAUDITED** 
Three Months EndedMarch 31,2003 

Three Months EndedMarch 31,2002 

For the Period October 18, 2000,(Inception) to March 31, 2003    
Cash Flows from   
Operating Activities   
       Net loss
$              (3,500)
$           (3,581)
$            (34,426)
       Shares issued for services
--
--
5,000
       Donated services
1,500
1,500
11,731    
  Adjustment to reconcile net loss to net cash used by operations
          Note Payable
--
(1,500)
--
          Payroll Liabilities
--
--
--    
Net cash used in operating activities
(2,000)
(3,581)
(17,695)    
Cash Flows from Investing Activities
--
--
--    
Cash Flows from Financing Activities
       Issuance of common stock
--
20,700
40,000    
Net increase in cash
(2,000)
17,119
22,305    
Cash, beginning of period
24,305
9,753
0
Cash, end of period
$            22,305
$            26,872
$             22,305
Supplemental Disclouser
       Interest Paid
$                    --
$                    --
$                     --
       Taxes Paid
$                    --
$                    --
$                     --
 **The Accompanying Notes are an integral part of these financial statements.**

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**FIRST IMPRESSIONS  (A Development Stage Company)NOTES TO FINANCIAL STATEMENTS**Note 1 - Basis of Presentation**
The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2002 and notes thereto included in the Company's10-KSB annual report.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operation for the interim period are not indicative of annual results.

**Note 2 - Going concern**
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, setting up itse-commerce website, and incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses from October 18, 2000 (inception) through the period ended March 31, 2003 of $(34,426). In addition, the Company's development activities since inception have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.  The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

**Note 3 - Related party transactions**
The Company neither owns nor leases any real or personal property. An officer of the Company donated services at $50 an hour for 10 hours per month for a total of $500 per month.  The total services donated for the three months ended March 31, 2003 were $1,500 and the total as of October 31, 2000 (Inception) to March 31, 2003 were $11,731.  Both amounts have been expensed accordingly.

The officer and director of the Company is involved in other business activities and may in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such person may face a conflict in selecting between the Company and its other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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**Item 2. Plan of Operation.**
The following discussion and analysis should be read in conjunction with the Company's unaudited financial statements and the notes thereto contained elsewhere in this filing. 
***Overview*
First Impressions was organized October 18, 2000 as a Nevada corporation, and has a limited operation history. We were organized to develop a business as an online retailer and distributor of perfume fragrances, bath products and related products, with some items specifically designed for First Impressions.

Since our incorporation in October 2000, we have not been engaged in any significant operations nor have we had any significant revenues, as we are in the development stage. Our only recent activities include organization of the Company, the establishment of our website, research over the Internet to determine methods of acquiring market share presence without significant start up expenses, start up of our website, and establishment of our relationships with Desert Health and LinkShare.  Our goal is to distribute a variety of products through Internet generated sales, at the most cost efficient method. In addition to these activities and goals, we have continually evaluated other opportunities that may enhance stockholder value, including the acquisition of products or technology or the pursuit of a merger or acquisition of other business entities with long term growth opportunities. 

**BUSINESS OF THE COMPANY**
In December of 2002, we became an affiliate of LinkShare, which allows us to operate our website as a portal with various links to online suppliers of perfume products, bath products and various gift products.  Although this affiliation with LinkShare allows us immediate online access to numerous vendors, we are highly dependent upon LinkShare to provide a link from our website to the website of our vendors.  Additionally, we are highly dependent on LinkShare to track the traffic from our visitors and the sales from our customers.  

First Impressions is an online retailer and distributor of perfume fragrances, bath products and related products and some products being specifically designed for First Impressions.  Our goal is to operate an online store that specializes in the sale of fragrances, fragrance related products and bath and body products on a retail and wholesale basis.  Thebusiness-to-business component of the online store is intended to offer products on a wholesale basis to the market of smaller specialty retailers. Users will be able to browse and locate products. The online store, domain name- first2impress.com, will offer personalized customer service, secure ordering, numerous shipping options and fast delivery.

To effectuate the business plan of the Company, in addition to the Linkshare agreement, we executed an agreement on October 18, 2000 with Desert Health Products, Inc., which provides for the licensing, manufacturing and distribution of First Impressions' products until termination in December of 2010. The agreement provides for a price to be paid to Desert Health Products, of the cost of production, including a reasonable allowance for overhead, plus 30%, which also provides for a price increase every six (6) months. There were no up front licensing fees. The agreement further provides for termination prior to its expiration, by either party for the following reasons:
Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary;

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Upon the other party taking the benefit of any insolvency law;
Upon the other party having or applying for a receiver appointed for either party; 
For cause, and/or
For early termination in the event First Impressions fails or refuses to cooperate with Desert Health Products, fails or refuses to make timely payment of the compensation required by the agreement. In addition, upon early termination, all invoicing shall become immediately due and payable and/or deliverable.

Under the contract and relationship established between Desert Health Products and First Impressions, we have the ability to choose the fragrance desired by First Impressions, and utilize the fragrance in the various products, which Desert Health Products already produces with different fragrances, thus establishing an exclusive product for First Impressions. Under the agreement, the fragrance formula is a one of a kind specially formulated fragrance selected by First Impressions and to be utilized exclusively by First Impressions in various forms of perfumes and related products. Additionally, Desert Health Products has agreed to handle all packaging and shipping for First Impressions. 

***Industry Background***
The Internet has emerged as a global medium, enabling millions of people to share information, communicate and conduct business electronically. This medium of communication and marketing represents an opportunity for businesses to advertise and sell products online to both consumers and businesses.

The traditional retail fragrance industry is fragmented with different competitive strategies used throughout. The industry includes upscale department stores which compete based on advertising and promotions not on price, specialty retailers which compete based on pricing, andmass-market retailers and drug stores which emphasize convenience purchasing.

We believe that traditional fragrance retailers face a number of challenges in providing a satisfying shopping experience for consumers:
The amount of product inventory that a traditional retailer can carry in a store is constrained by the  store's physical space, thereby limiting selection.
Limited shelf space and store layout constraints limit the merchandising flexibility of traditional retailers.
Due to the significant costs of carrying inventory in multiple store locations, traditional retailers focus their product selection on the most popular products that produce the highest inventory turns, thereby further limiting consumer selection.

In addition, we believe that many consumers find the fragrance shopping experience, especially at large department stores, to betime-consuming, inconvenient and unpleasant due to factors such as location, product selection, and high pressure sales tactics.

At the wholesale level, manufacturers of designer fragrances have restricted their direct sales primarily to upscale department stores and larger specialty stores. Smaller specialty retailers have traditionally obtained high demand fragrance products from secondary sources and direct distributors who principally resell products purchased directly from fragrance manufacturers and foreign sources.

8

The characteristics of the Internet provide a number of advantages for retail and wholesale fragrance sellers. Online sellers are able to display a larger number of products than traditionalstore-based or catalog sellers at a lower cost. In addition, online sellers are able to frequently adjust their featured selections, editorial content and pricing, providing significant merchandising flexibility. Online sellers also benefit from the minimal cost to publish on the Web, the ability to reach a large group of customers from a central location, and the potential forlow-cost customer interaction. Unlike traditional channels, online sellers do not have the burdensome costs of managing and maintaining a retail store infrastructure or the significant printing and mailing cost of catalogs. Online sellers can also easily obtain demographic and behavioral data about customers, increasing opportunities for direct marketing and personalized services. Our belief is that brand loyalty is a primary factor influencing a fragrance purchase, and acustomer's presence at the point-of-sale and ability to physically sense the fragrance product is not deemed to be critical to the purchasing decision.

***Markets And Marketing***
First Impressions does not currently market any of its own products; however currently markets other products through its affiliation with LinkShare. Additionally we plan to implement a comprehensive campaign to market and promote First Impressions products based upon fragrances generated through our agreement with Desert Health Products. Our marketing and promotion strategy is designed to:
- build First Impressions brand recognition;
- create consumer traffic to our website under the domain name of first2impress.com;
- convert browsers into buyers; and
- build loyal customer relationships and maximize repeat purchases.

We intend to commence our targeted advertising and marketing campaign to increase awareness of First Impressions brand and to acquire customers through multiple channels, including traditional and online advertising, direct marketing acquired customer lists of various hair salons, and expanding the scope of our strategic relationships. We believe that the use of multiple marketing channels will reduce reliance on any one source of customers and maximize our brand awareness.

In addition to the specific strategies discussed below, we intend to maximize the lifetime value of our customers by focusing on customer care, satisfaction and retention.
*Online Advertising. We plan to engage in targeted online advertising to promote First Impressions brand name and product offerings. We plan to pursue agreements with major portals, including AOL, AltaVista, Excite@Home, Lycos, MSN and Yahoo, to feature First Impressions in the shopping, beauty and other relevant areas on these portals. These agreements should provide us with a prominent position in thehome-related shopping areas of these major portals and access to the majority of "fragrance" search keyword inventory. At this time we do not have any agreements or arrangements with these portals. 

*Traditional Advertising.*****We believe we will benefit by utilizing an offline advertising campaign. Offline campaigns are designed to not only increase awareness of First Impressions, but also increase the productivity of our online and direct marketing efforts as well. An integrated multimedia advertising campaign includes television, radio, print, outdoor andevent-based advertising.  As a result of the increase costs associated with this form of advertising, we do not anticipate utilizing the traditional advertising until either revenues are generated from other forms of advertising or additional equity or debt financing is achieved. 

9 
*Direct Marketing And Promotion. As an online retailer and distributor of a perfume fragrance and related products our customer database is anticipated to grow. We will continuously gather data about our customers' purchasing preferences and habits in an effort to increase repeat business. We intend to maximize the value of this information by delivering meaningful information and special offers to our customers via email and other means. The direct marketing effort occurs as the result of establishing a relationship with the customer, which has been acquired generally throughnon-direct means of advertising such as online advertising. Once the online advertising has assisted in establishing the customer, we intend to pursue direct marketing efforts to that customer throughmail-outs and emails. These mail-outs and emails will provide steady customers with periodic specials, not otherwise offered to first time shoppers.  Additionally, First Impressions may market through existing beauty salons on a wholesale basis. As a result of our present management's experience and connections through working in various beauty salons, we intend to take advantage of such connections and locate beauty salons willing to carry our products. We believe that we can establish a name recognition within the beauty salons, enabling us to continue to expand our markets. 

To establish our business plan at the lowest possible cost, we have joined the affiliate program of LinkShare, a private company offering our company, on anon-exclusive basis, the ability to link with online merchant sites. LinkShare's affiliate program is a partnership between our site and online merchants (that is, a website that sells goods or services). Other than being a member of LinkShare's affiliate program, we have no other affiliation withLinkShare. 

LinkShare's principal line of business is to create and operate online networks that enable businesses to form commercial relationships by linking their websites to the websites of other businesses. Businesses that join one of LinkShares networks can:
find the right web sites with which to establish links;
negotiate the terms of their relationships with the businesses that own those websites; and 
evaluate the success of those relationships. 

LinkShare's first network, The LinkShare NetworkTM, brings together merchants selling products or services to consumers with website owners willing to promote those products and services on their websites. Merchants who join The LinkShare NetworkTM can establish promotional links on thousands of websites owned by independent website publishers who join the network as "affiliates." When a visitor to an affiliate's website clicks through a promotional link to a merchant's site and takes a prescribed action, such as buying a product or completing a form, that merchant pays a commission to that affiliate and to LinkShare. 

	LinkShare provides the software and operates the systems through which:
- merchants offer to pay commissions to affiliates who agree to carry their promotional links;
- merchants screen affiliates and select those with whom they wish to form a marketing relationship;
- links are created between the websites of merchants and affiliates who form relationships; and 
- Internet user traffic through these links is tracked and used to create detailed online reports accessible by both merchants and affiliates. 

The LinkShare NetworkTM currently has over 600 merchants and hundreds of thousands of affiliates, according to LinkShare. 

10 

As a result of our agreement with LinkShare we are able to join a merchant's program, providing us the opportunity to link directly to the merchant's site. LinkShare hosts apassword-protected website that offers affiliates such as us to choose amongst some 600 merchants.  Through thepassword-protected LinkShare site we can obtain detailed reports about how our links are performing and how much they have earned. Prior to linking to the merchant's site, each merchant must independently review our site and approve our link to their site. We incur no costs associated with either LinkShare or the online merchant, as their revenues, just like ours, are generated through the sale or in some cases traffic driven to the merchant's site. 

Our source of revenues are generated from the visitors who enter our site as the result of our advertising. The visitors who link to one of our merchant's sites and make a purchase cause a chain of events as follows:
A purchase is made directly with a merchant with whom we have linked our website;
The product is shipped direct from that merchant;
The merchant is paid by the visitor to our site who was linked to the merchant's site and became a customer;
The merchant pays a commission to LinkShare; 
LinkShare sends us a check for our portion, which is a net amount approximating between 6 and 14% of the purchase price of the item acquired by the customer/visitor; and 
LinkShare NetworkTM tracks our transactions to generate several reports that allows us to track the efficiency of our site, track the revenues, track the payments to us, etc.

LinkShare's payment process is to pay commissions on an ongoing basis, whenever there are funds in an affiliate's account exceeding $25.00.

Our expenses in the transaction relate to our cost of advertising. We do not incur any costs associated with the link with either LinkShare or the merchant, as our proceeds are commissions net of any such costs.  

When our visitors open our website a multitude of links to online affiliate merchants is displayed, which allows the visitor to access various different websites offering floral products, gifts, gourmet foods, etc. The visitor is free to browse all of the links to search and fulfill their individual shopping needs. Individual sales are processed directly by the merchant through their website with a commission paid to us for the link referral. When a visitor from our site clicks on a link and goes to a merchant's site, LinkShare keeps track of all of the transactions that the visitor makes. If that visitor buys something on the merchant's site, we receive a commission. In some cases, affiliates of LinkShare are compensated even if the visitor doesn't buy anything, just for having driven traffic to the merchant's site.

The transaction between our customer, our website, and the online affiliate merchant is tracked by software provided by LinkShare. The LinkShare Signature Technology provides us the ability to track and generate detailed reports on the commerce activity generated by our website.  As a result of our having the ability to review reports on a daily basis we are able to audit activity daily. However, we are still vulnerable to the LinkShare tracking program; which requires random transactions by us to verify the accuracy of the LinkShare reports.

11

To utilize the LinkShare Signature Technology, we have agreed to be bound by LinkShare's "Affiliate Membership Agreement," through an electronically stored agreement. As a result of our agreement with LinkShare we have been provided both a Username and Password to access LinkShare information including the reports generated by LinkShare through their website atwww.linkshare.com. 

Our Affiliate Membership Agreement with LinkShare has provided us the ability to accept link offers by several online merchants.  As of the date of this offering, we have established and been approved for links with the following merchants: Avon, FragranceNet.com, Sephora, Stress Less, Inc., Yves Rocher, and Zirh. Our geographical limitations for visitors are limited only to having internet access; however our geographical limitations for merchant transactions are based upon limits of where merchants are willing to process and ship the orders for goods and services. 

Although our Affiliate Membership Agreement with LinkShare does not prevent us from doing business with vendors or merchants whom are not members of the LinkShare program, we would not have the benefit of LinkShare NetworkTM, which tracks our transactions.  Additionally, our agreement with LinkShare does not allow us to deal direct with the LinkShare merchants without causing the transaction to go through the LinkShare NetworkTM. Since we are allowed, under our agreement with LinkShare, to contract with other merchants, we are exploring the possibility of utilizing other companies who perform the same function as LinkShare. 

The most direct benefit of our affiliation with LinkShare and the online merchant is our ability to focus our energy and limited finances on creating brand recognition. We can focus on brand recognition as a result of our not having the obligations of establishing a retail selling organization.
**Comparison of Financial Condition at March 31, 2003 and December 31, 2002**
The Company's total assets decreased by $2,000 during the three months ended March 31, 2003, from $24,305 at December 31, 2002 to $22,305 at March 31, 2003. This decrease in the Company's total assets resulted from audit expense incurred during the three months ended March 31, 2003. 

The Company's total stockholders' equity decreased $2,000 from $24,305 at December 31, 2002 to $22,305 at March 31, 2003. This decrease resulted principally from net losses incurred during the three months ended March 31, 2003.

**Comparison of Results of Operations for the Three months ended March 31, 2003 and 2002**
 
The Three Months ended March 31, 2003
The Three Months ended March 31, 2002
Revenues
$                                --
$                                  --
Cost of Goods Sold
--
--
Operating Expenses
3,500
3,581
Other Income (Expense)
--
--
Net Income (Loss)
$                          3,500
$                            3,581
12
**General and Administrative expenses****Increase/(decrease)** 2003 2002$%
For the three months ended March 31:    
     General & Administrative expenses
$            2,000
$           2,081
$             (81)
(4%)     
General and administrative expenses were $2,000 for the three months ended March 31, 2003 versus $2,081 for the three months ended March 31, 2002, which resulted in an decrease of $81 or 4%.

**Net Loss****Increase/(decrease)** 2003 2002$%
For the three months ended March 31:    
     Net loss
$            3,500
$          3,581
$              (81)
(2%)
The net loss for the three months ended March 31, 2003 was $3,500, versus a net loss of $3,581 for the three months ended March 31, 2002, a decrease of $81 or 2%.
**Off-Balance Sheet Arrangements**
The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment. 
**Liquidity and Capital Resources at March 31, 2003 Compared with December 31,2002.**
The following table summarizes total assets, accumulated deficit and stockholders' equity.

 
March 31, 2003 
December 31, 2002
Total Assets
$
22,305 
$
24,305      
Accumulated Deficit
$
(34,426) 
$
(30,926)      
Stockholders' Equity (Deficit)
$
22,305 
$
24,305**Going Concern

The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern.  TheCompany's cash position may be inadequate to pay all of the costs associated with testing, production and marketing of products.  Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

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**Item 3. Controls and Procedures

(a) Under the supervision and with the participation of our management we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended, within 90 days prior to the filing date of this report.  Based on their evaluation, our sole officer concluded that our disclosure controls and procedures are effective.

(b)	There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.
***Forward-Looking Statements and Associated Risks*
This Quarterly Report on Form 10-QSB contains forward-looking statements.  Theseforward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, including, but not limited to, economic, competitive and other factors affecting the Company's operations, markets, products and services, expansion strategies and other factors discussed elsewhere in this report and the documents filed by the Company with the Securities and Exchange Commission.  Actual results could differ materially from theseforward-looking statements.  In light of these risks and uncertainties, there can be no assurance that theforward-looking information contained in this report will in fact prove accurate.  The Company does not undertake any obligation to revise theseforward-looking statements to reflect future events or circumstances.

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**PART II--OTHER INFORMATION**
Item 1.       Legal Proceedings.

	None

Item 2.       Changes in Securities.

None

Item 3.       Defaults Upon Senior Securities.

None.

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

	None

Item 5.       Other Information.

On April 23, 2003 the Company received a symbol "FIIM", from NASD allowing the Company's stock to be quoted on the OTC:BB.  Currently there is no bid and ask price quoted.

Item 6.       Exhibits and Reports on Form8-K.

None.

15

SIGNATURES

 

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

 

FIRST IMPRESSIONS

 

 

By:/s/ TammyKraft                        Tammy Kraft, President

 Date: May 12, 2003

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**CERTIFICATION**
I, Tammy Kraft, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First Impressions;

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

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

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-14 and 15d-14) for the registrant and have:

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

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

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

5. I have disclosed, based on our most recent evaluation, to theregistrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

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

6. 	I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 12, 2003

/s/ TammyKraft                    Tammy Kraft, President
Chief Accounting Officer

17**************************