**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-QSB**

 
| **ý** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------------------------------------------------------------------------------------------|
|       |                                                                                           |
|       | **For the quarterly period ended September 30, 2002**                                          |

 
| **o**  | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                               |
|   | **For the transition period from                      to                    ** |

 

**Commission File Number: 000-29611**

 

**D.W.C. INSTALLATIONS**

(Exact name of small business issuer as specified in its charter)

 

| **Nevada**                                                                          |   | **88-0370247**                     |
|-------------------------------------------------------------------------------------|--------|------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                     |   | (IRS Employer  Identification No.) |
|                                                                                |   |                               |
| **2401 Crow Canyon Rd., Suite 201, San Ramon, CA  94583**                      |
| (Address of principal executive offices)                                            |
|                                                                                |   |                               |
| **(925) 362-9306**                                                                  |
| (Issuer’s telephone number)                                                    |
|                                                                                |   |                               |
| **N/A**                                                                             |
| (Former name, former address and former fiscal year, if changed since  last report) |

 

Check whether the issuer (1)filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ýNo o

 

As of November 11, 2002, thenumber of shares of Common Stock issued and outstanding was 2,287,755.

 

Transitional Small BusinessDisclosure Format (check one):  Yes oNo ý

 

 

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**D.W.C. INSTALLATIONS**

 

**INDEX**

 
| **PART I - FINANCIAL INFORMATION** |
|------------------------------------|
|                               |   |
| Item 1.                            | Financial  Statements (Unaudited) |
|                               |   |
|                               | Balance Sheet – September 30, 2002 |
|                               |   |
|                               | Statements of Operations - For the nine  months and three  months ended September 30, 2002 and 2001, and the period from  inception to September 30, 2002 |
|                               |   |
|                               | Statements of Stockholders’ Deficit - For the nine months  ended September 30, 2002 and the period from inception  to September 30, 2002 |
|                               |   |
|                               | Statements of Cash Flow - For the nine  months  ended September 30, 2002 and 2001 and the period  from inception to September 30, 2002 |
|                               |   |
|                               | Notes to Financial Statements |
|                               |   |
| Item 2.                            | Management’s  Discussion and Analysis of Financial Conditions and Plan of Operations |
|                               |   |
| 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 Matters to a Vote of Security Holders |
| Item 5.                            | Other  Information |
| Item 6.                            | Exhibits  and Reports on Form 8-K |
|                               |   |
| SIGNATURES                         |

 

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**PART I****- FINANCIAL INFORMATION**

** **

**ITEM1****. FINANCIALSTATEMENTS**

** **

D.W.C. INSTALLATIONS

(A Development Stage Company)

BALANCE SHEET

 
|                                                                                                   |   | **September  30,  2002** |      |
|--------------------------------------------------------------------------------------------------------|--------|--------------------------|-----------|
|                                                                                                   |   | **(unaudited)**          |      |
| ASSETS                                                                                                 |   |                     |      |
|                                                                                                   |   |                     |      |
| Intangible Asset                                                                                       |   |                     |      |
| Technology License, net of accumulated  amortization of $55,556                                        |   | $                        | 1,944,444 |   |
|                                                                                                   |   |                     |      |
| TOTAL ASSETS                                                                                           |   | $                        | 1,944,944 |   |
|                                                                                                   |   |                     |      |
| LIABILITIES  AND STOCKHOLDERS’ DEFICIT                                                            |   |                     |      |
|                                                                                                   |   |                     |      |
| Accounts Payable and Accrued Expenses                                                                  |   | $                        | 80,458    |   |
| Due to Parent Company                                                                                  |   | 43,332                   |      |
|                                                                                                   |   |                     |      |
| Total Current Liabilities                                                                              |   | 123,790                  |      |
|                                                                                                   |   |                     |      |
| Long Term Liability                                                                                    |   |                     |      |
| Technology License fee payable to related  party                                                       |   | 1,984,500                |      |
|                                                                                                   |   |                     |      |
| TOTAL LIABILITIES                                                                                      |   | 2,108,290                |      |
|                                                                                                   |   |                     |      |
| STOCKHOLDERS’ DEFICIT:                                                                            |   |                     |      |
| Preferred stock, $0.001 par value;  10,000,000 shares authorized; none issued and outstanding          |   | $                        | —    |   |
| Common stock, $0.001 par value; 75,000,000  shares authorized; 2,287,755 shares issued and outstanding |   | 2,288                    |      |
| Additional paid-in capital                                                                             |   | 158,317                  |      |
| Deficit accumulated during the development  stage                                                      |   | (324,451                 | )         |
|                                                                                                   |   |                     |      |
| TOTAL STOCKHOLDERS’ DEFICIT                                                                       |   | (163,846                 | )         |
|                                                                                                   |   |                     |      |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                       |   | $                        | 1,944,444 |   |

 

The accompanying notes are anintegral part of the financial statements.

 

1

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D.W.C. INSTALLATIONS

(A Development Stage Company)

STATEMENTS OFOPERATIONS

(unaudited)

 
|                                                                      |   | **For the  Three Months  Ended September 30,** |     | **For the  Nine Months  Ended September 30,** |   | **For the  Period  September 25,  1996 (inception)  to September 30,** |   |
|---------------------------------------------------------------------------|--------|------------------------------------------------|----------|-----------------------------------------------|--------|------------------------------------------------------------------------|--------|
|                                                                      |   | **2002**                                       |     | **2001**                                      |   | **2002**                                                               |   | **2001** |   | **2002** |   |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| REVENUE                                                                   |   | $                                              | —   |                                          | $      | —                                                                 |   | $ | — |   | $ | — |   | $ | — |   |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Selling, General and Administrative  Expenses                             |   | (245,338                                       | )        | —                                        |   | (260,290                                                               | )      | — |   | (268,895 | ) |
| Amortization of Technology License                                        |   | (55,556                                        | )        |                                          |   | (55,556                                                                | )      |   |   | (55,556 | ) |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Loss before Taxes                                                         |   | (300,894                                       | )        | —                                        |   | (315,846                                                               | )      | — |   | (324,451 | ) |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Provision for Income Taxes                                                |   | —                                         |     | —                                        |   | —                                                                 |   | — |   | — |   |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Net Loss                                                                  |   | $                                              | (300,894 | )                                             | $      | —                                                                 |   | $ | (315,846 | ) | $ | — |   | $ | (324,451 | ) |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Net Loss per Common Share - basic and  diluted                            |   | $                                              | (0.13    | )                                             | $      | —                                                                 |   | $ | (0.21 | ) | $ | — |   | (0.28 | ) |
|                                                                      |   |                                           |     |                                          |   |                                                                   |   |   |   |   |   |
| Weighted Average Number of Common Shares  Outstanding - basic and diluted |   | 2,249,709                                      |     | 1,121,000                                     |   | 1,501,371                                                              |   | 1,121,000 |   | 1,168,941 |   |

 

The accompanying notes are anintegral part of the financial statements.

 

2

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D.W.C. INSTALLATIONS

(A Development Stage Company)

STATEMENTS OFSTOCKHOLDERS’ DEFICIT

 
|                                                                                                          |   | **Common Stock** |   | **Additional  Paid-In  Capital** |   | **Deficit  Accumulated  During the  Development  Stage** |   | **Total  Stockholders’  (Deficit)** |   |
|---------------------------------------------------------------------------------------------------------------|--------|------------------|--------|----------------------------------|--------|----------------------------------------------------------|--------|------------------------------------------|--------|
| **Shares**                                                                                                    |   | **Amount**       |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, September 25, 1996                                                                                   |   | —           |   | $                                | — |                                                     | $      | —                                   |   | $ | — |   | $ | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Issuance of common stock for cash on  September 25, 1996, restated for 100:1 stock split, at $0.005 per share |   | 1,121,000        |   | 1,121                            |   | 4,484                                                    |   | —                                   |   | 5,605 |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | (5,605                                   | )      | (5,605 | ) |
| Balance, December 31, 1996                                                                                    |   | 1,121,000        |   | 1,121                            |   | 4,484                                                    |   | (5,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | —                                   |   | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, December 31, 1997                                                                                    |   | 1,121,000        |   | 1,121                            |   | 4,484                                                    |   | (5,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | —                                   |   | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, December 31, 1998                                                                                    |   | 1,121,000        |   | 1,121                            |   | 4,484                                                    |   | (5,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | —                                   |   | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, December 31, 1999                                                                                    |   | 1,121,000        |   | 1,121                            |   | 4,484                                                    |   | (5,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | (3,000                                   | )      | (3,000 | ) |
| Contribution by officer                                                                                       |   | —           |   | —                           |   | 3,000                                                    |   | —                                   |   | 3,000 |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, December 31, 2000                                                                                    |   | 1,121,000        |   | 1,121                            |   | 7,484                                                    |   | (8,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Net loss                                                                                                      |   | —           |   | —                           |   | —                                                   |   | —                                   |   | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Balance, December 31, 2001                                                                                    |   | 1,121,000        |   | 1,121                            |   | 7,484                                                    |   | (8,605                                   | )      | — |   |
|                                                                                                          |   |             |   |                             |   |                                                     |   |                                     |   |   |   |
| Issuance of common stock for cash on July  3, 2002 at $0.13 per share (unaudited)                             |   | 1,166,755        |   | 1,167                            |   | 148,833                                                  |   |                                     |   | 150,000 |   |
| Net loss (unaudited)                                                                                          |   | —           |   | —                           |   | —                                                   |   | (315,846                                 | )      | (315,846 | ) |
| Contribution by former officer (unaudited)                                                                    |   | —           |   | —                           |   | 2,000                                                    |   | —                                   |   | 2,000 |   |
| Balance, September 30, 2002 (unaudited)                                                                       |   | 2,287,755        |   | 2,288                            |   | 158,317                                                  |   | (324,451                                 | )      | (163,846 | ) |
|                                                                                                               |        |                  |        |                                  |        |                                                          |        |                                          |        |  |  |  |  |  |  |

 

The accompanying notes areintegral part of the financial statements.

 

3

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D.W.C. INSTALLATIONS

(A Development Stage Company)

STATEMENTS OFCASH FLOWS

(unaudited)

 
|                                                                         |   | **For the  Nine Months  Ended September 30,** |     | **For the  Period  from Sept 25, 1996  (inception) to  September 30,** |   |
|------------------------------------------------------------------------------|--------|-----------------------------------------------|----------|------------------------------------------------------------------------|--------|
|                                                                         |   | **2002**                                      |     | **2001**                                                               |   | **2002** |   |
| CASH USED IN OPERATING ACTIVITES                                             |   |                                          |     |                                                                   |   |   |   |
| Net Loss                                                                     |   | $                                             | (315,846 | )                                                                      | $      | — |   | $ | (324,451 | ) |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| Adjustments to reconcile net loss to net  cash used in operating activities: |   |                                          |     |                                                                   |   |   |   |
| Amortization of Technology License                                           |   | 55,556                                        |     |                                                                   |   | 55,556 |   |
| Increase (decrease) in current liabilities:                                  |   |                                          |     |                                                                   |   |   |   |
| Accounts payable and accrued expenses                                        |   | 80,458                                        |     | —                                                                 |   | 80,458 |   |
| Due to Parent  Company                                                  |   | 43,332                                        |     |                                                                   |   | 43,332 |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| Net cash used in operating activities                                        |   | $                                             | (136,500 | )                                                                      | $      | — |   | $ | (145,105 | ) |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| CASH FLOWS USED IN INVESTMENT ACTIVITIES                                     |   |                                          |     |                                                                   |   |   |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| Net cash used in investment activities                                       |   | —                                        |     | —                                                                 |   | — |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                  |   |                                          |     |                                                                   |   |   |   |
| Payment of technology license fee payable  to related party                  |   | $                                             | (15,500  | )                                                                      |   |   | $ | (15,500 | ) |
| Issuance of Common Stock                                                     |   | 150,000                                       |     | —                                                                 |   | 155,605 |   |
| Contribution by officer                                                      |   | 2,000                                         |     | —                                                                 |   | 5,000 |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| Net Cash provided by financing activities                                    |   | $                                             | 136,500  |                                                                   | $      | — |   | $ | 145,105 |   |
|                                                                         |   |                                          | —   |                                                                   |   | — |   |   | — |   |
| NET CHANGE IN CASH AND CASH EQUIVALENTS                                      |   |                                          |     |                                                                   |   |   |   |
| Cash and Cash Equivalents -  beginning of period                             |   | —                                        |     | —                                                                 |   | — |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |
| Cash and Cash Equivalents -  end of period                                   |   | $                                             | —   |                                                                   | $      | — |   | $ | — |   |
|                                                                         |   |                                          |     |                                                                   |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION:                                          |   |                                          |     |                                                                   |   |   |   |
| Cash paid during the year-                                                   |   |                                          |     |                                                                   |   |   |   |
| Interest paid                                                                |   | $                                             | —   |                                                                   | $      | — |   | $ | — |   |
| Income taxes paid                                                            |   | $                                             | —   |                                                                   | $      | — |   | $ | — |   |

 

NON-CASH INVESTINGAND FINANCING ACTIVITY

 

During the ninemonths ended September 30, 2002, the Company acquired its technology license bythe commitment to pay $2,000,000 to a related party.

 

The accompanying notes are anintegral part of the financial statements.

 

4

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D.W.C. INSTALLATIONS

(A Development Stage Company)

NOTES TOFINANCIAL STATEMENTS

September 30, 2002 (unaudited)

 

**NOTE 1 - DESCRIPTION OF BUSINESS ANDSIGNIFICANT ACCOUNTING POLICIES**

 

*Nature of Operations*

 

D.W.C.Installations, (“Company”) is currently a development stage company under theprovisions of Statement of Financial Accounting Standards (“SFAS”) No. 7.  The Company was incorporated under the lawsof the State of Nevada on September 25, 1996.

 

On July 3,2002, the Company entered into a Plan of Reorganization and AcquisitionAgreement with The Children’s Internet, Inc. (“TCI”) a CaliforniaCorporation.  Pursuant to the Plan, TCIpurchased 1,166,755 shares of the Company’s common stock for a price of$150,000 of newly issued shares of the Company.  Total issued and outstanding shares were increased to 2,287,755as a result of this sale.  As a resultof this transaction, the Company became a majority-owned subsidiary of TCI.

 

*Basis of Presentation*

 

Theaccompanying unaudited interim financial statements of the Company have beenprepared in accordance with accounting principles generally accepted in theUnited States for interim financial information.  Accordingly, they do not include all of the information and notesrequired by accounting principles generally accepted in the United States forcomplete financial statements.   Theaccompanying financial statements reflect all adjustments (consisting of normalrecurring accruals), which are, in the opinion of management, considerednecessary for a fair presentation of the results for the interim periodspresented.  Operating results for thenine months ended September 30, 2002 are not necessarily indicative of theresults that may be expected for the fiscal year ending December 31, 2002.  These financial statements should be read inconjunction with the audited financial statements included in the Company’sAnnual Report on Form 10-KSB for the year ended December 31, 2001.

 

The accompanyingfinancial statements have been prepared in conformity with accountingprinciples generally accepted in the United States, which contemplatecontinuation of the Company as a going concern.   At present, the Company has signed a contract establishing aninitial revenue source but is only in the process of implementing its businessplan and initiating this initial revenue source.  This factor raises substantial doubt about the Company’s abilityto continue as a going concern.  Withoutrealization of additional capital, it would be unlikely for the Company tocontinue as a going concern.  Thefinancial statements do not include any adjustments relating to therecoverability and classification of recorded asset amounts, or amountsand   classification of liabilities thatmight be necessary should the Company be unable to continue in existence.

 

**NOTE 2 - INTANGIBLE ASSET**

 

*Technology License*

 

On September10, 2002, the Company entered into a renewable five year royalty and licensing agreement with Two Dog Net,Inc., a related party see Note 3, (“TDN”), to be the exclusive marketers oftheir proprietary and patent pending secured internet service for childrenpre-school to junior high called The Children’s Internet®.  Under the terms of the agreement, the Companycan continue the agreement for an

 

5

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additionalfive years on the same terms unless either party terminates by written noticeto the other party no less than one year before the end of the term.  The Company has capitalized the initialamount payable for the technology license which will be amortized over threeyears, the expected useful life of the license.

 

**NOTE 3 - LONG TERM LIABILITY**

 

*Technology License Fee and Royalty AgreementPayable to Related Party*

 

Under theterms of the license agreement with TDN, in addition to a monthly royaltypayment of 7% of Net Sales of The Children’s Internet® product, the Company isrequired to pay an additional $2,000,000 no later than September 10, 2004.  The Company paid $15,500 of  this amount during the quarter endedSeptember 30, 2002.  Under certaincircumstances, the Company may elect to pay the entire balance due earlier thanSeptember 10, 2004, in which case the Company can pay a discounted amount.  The amount payable is unsecured and interestfree.

 

The Companyand TDN are related parties in that the President of the Company is the soleshareholder of the Parent Company, TCI, a past President of TDN until August 1,2002, and the owner of 12.2% of the shares of TDN.  In addition, the father of the President, the Chairman andFounder of TDN since its inception in 1995, is now the President of TDN.

 

**NOTE 4 - SUBSEQUENT EVENT**

 

*License Agreement Amendment*

 

On November 5,2002, the Company amended the License Agreement with TDN to exchange twomillion shares of its Series A Convertible Preferred Stock for the long termdebt owed to TDN of $1,984,500.   Theeffect of the transaction will be to increase the Stockholder’s Equity of theCompany by $1,984,500 and to reduce long-term debt by a like amount.  The Board has approved the issuance of thePreferred shares.

 

6

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**ITEM****2****.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS**

 

The following discussion andanalysis should be read in conjunction with our financial statements, includingthe notes thereto, appearing elsewhere in this Report.

 

FORWARD-LOOKING STATEMENTS

 

THIS QUARTERLY REPORT ON FORM10-QSB CONTAINS STATEMENTS RELATING TO FUTURE RESULTS OF THE COMPANY (INCLUDINGCERTAIN PROJECTIONS AND BUSINESS TRENDS) THAT ARE “FORWARD-LOOKING STATEMENTS”AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  ACTUAL RESULTS MAY DIFFER MATERIALLY FROMTHOSE PROJECTED AS A RESULT OF CERTAIN RISKS AND UNCERTAINTIES, INCLUDING BUTNOT LIMITED TO CHANGES IN POLITICAL AND ECONOMIC CONDITIONS; DEMAND FOR ANDMARKET ACCEPTANCE OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS ANDUNCERTAINTIES DETAILED FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THESECURITIES AND EXCHANGE COMMISSION.

 

OVERVIEW

 

D.W.C. Installations is adevelopment stage company that has not commenced any operations from inceptionto date.  On July 3, 2002, TheChildren’s Internet, Inc. purchased a majority of the outstanding shares of theCompany.

 

PLAN OF OPERATION

 

On September 10, 2002, theCompany entered into a royalty and licensing agreement with Two Dog Net Inc. tobe the exclusive marketers of their proprietary and patent pending securedinternet service for children pre-school to junior high called The Children’sInternet®.  The Company will beintroducing the first, fully comprehensive Internet service designedspecifically for children that allows them to have completely safe,unrestricted live access to the World Wide Web.  The Children’s Internet® allows real time access to pre-selectededucational resources and entertaining Web sites all within its safe,“protective bubble.” The proprietary, patent-pending security software,SafeZone Technology® offers unprecedented security against Internet predatorsand Internet content that is inappropriate for children.  Not only does it provide secure, affordablelive Internet access,  it also providessecure e-mail and chat, homework help, games, news, super portals toeducational resources and access to millions of web pages that have beenpre-approved for educational and entertaining values.   During fiscal 2003, the Company plans to conduct a limitedinitial media test to introduce its services to the public at large via a30-minute infomercial.  The infomercialwas produced by Two Dog Net, Inc. over a two-year period and is “ready toair.”  The results from the media testwill serve as a basis for the ongoing media plan to launch the infomercial on anational basis thereafter.  The Companyplans to outsource all non-strategic core competencies.  By following this strategy, the Companyintends to minimize the number of employees required to manage the intendedgrowth through 2003 and believes the

 

7

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increase in employees will beless than ten.  The Company hasidentified the ability to bring a marketing message to the consumer quickly andeffectively as its core strategic competence.

 

The Company has financed its operationssince inception from the sale of equity. In order to implement the strategic marketing plan and sales plan and tomeet the Company’s anticipated working capital needs, during the next ninemonths, $500,000 in funds will need to be raised.

 

Additional funds may also berequired in order to proceed with the business plan outlined above.  These funds would be raised throughadditional private placements or other financial arrangements including debt orequity.  There is no assurance that suchadditional financing will be available when required in order to proceed withthe business plan or that the Company’s ability to respond to competition orchanges in the market place or to exploit opportunities will not be limited bylack of available capital financing.  Ifthe Company is unsuccessful in securing the additional capital needed tocontinue operations within the time required, the Company will not be in aposition to continue operations.

 

**ITEM 3****. CONTROLSAND PROCEDURES.**

 

Our Chief Executive Officer,President, and Chief Financial Officer (the “Certifying Officers”) areresponsible for establishing and maintaining disclosure controls and proceduresfor the Company.  The CertifyingOfficers have designed such disclosure controls and procedures to ensure thatmaterial information is made known to them, particularly during the period inwhich this report was prepared.  TheCertifying Officers have evaluated the effectiveness of the Company’sdisclosure controls and procedures within 90 days of the date of this reportand believe that the Company’s disclosure controls and procedures are effectivebased on the required evaluation.  Therehave been no significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of theirevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

8

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** **

**PART II****- OTHERINFORMATION**

 

**ITEM 1. LEGALPROCEEDINGS**

 

To the bestknowledge of management, there are no legal proceedings pending or threatenedagainst the Company.

 

**ITEM 2. CHANGES INSECURITIES AND USE OF PROCEEDS**

 

On or aboutJuly 3, 2002, we issued 1,166,755 shares of common stock to The Children’sInternet, Inc.  This transaction isdescribed in our Information Statement Pursuant to Section 14(f) of theSecurities Exchange Act of 1934 and Rule 14f-1 thereunder filed on August 9,2002, and our Current Report on Form 8-K filed with the SEC on July 18, 2002.  There was no underwriter involved in thisissuance and no commissions were paid to any person in connection with thisissuance. The issuance was exempt from the registration provisions of theSecurities Act of 1933, as amended, pursuant to Section 4(2).

 

On or aboutNovember 5, 2002, we designated and issued 2,000,000 shares of Series APreferred Stock to Two Dog Net, Inc. in exchange for the $1,984,500 we owed toTwo Dog Net, Inc. under our license agreement with them.  There was no underwriter involved in thisissuance and no commissions were paid to any person in connection with thisissuance.  The issuance was exempt fromthe registration provisions of the Securities Act of 1933, as amended, pursuantto Section 4(2).

 

**ITEM 3. DEFAULTS UPONSENIOR SECURITIES**

 

None.

 

**ITEM 4. SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS**

 

None.

 

**ITEM 5****. OTHERINFORMATION**

 

None.

 

**ITEM 6****. EXHIBITSAND REPORTS ON FORM 8-K**

 

The following documents arefiled as part of this report:

906

1.             The following Exhibits are filed herein:

 
| **No.** |   | **Title**                                                                                                                                           |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                |
| 10.1    |   | Amendment to  License Agreement with Two Dog Net, Inc., dated November 5, 2002                                                                      |
| 99.1    |   | Certification  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.2    |   | Certification  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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2.             During the quarterly period ended June 30, 2002, wefiled the following Current Reports on Form 8-K with the SEC:

 
| **Date of  Filing** |   | **Description**                           |
|---------------------|--------|-------------------------------------------|
|                |   |                                      |
| July 18,  2002      |   | Change in  control of registrant          |
| September  12, 2002 |   | License  Agreement with Two Dog Net, Inc. |

 

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**SIGNATURES**

 

In accordance with the ExchangeAct, the registrant caused this report to be signed on its behalf by theundersigned, duly authorized.

 
| DATED:  November 12, 2002 | D.W.C.  Installations                                                    |
|---------------------------|--------------------------------------------------------------------------|
|                      |                                                                     |
|                      |                                                                     |
|                      |   /s/ Sholeh Hamedani                                               |
|                      | By: Sholeh  Hamedani                                                     |
|                      | Its:  President and Chief Executive Officer, and Chief Financial Officer |
|                      | (Principal  Executive Officer)                                           |

 
| DATED:  November 12, 2002 | D.W.C.  Installations                                           |
|---------------------------|-----------------------------------------------------------------|
|                      |                                                            |
|                      |                                                            |
|                      |   /s/ James Lambert                                        |
|                      | By: James  Lambert                                              |
|                      | Its: Chief  Financial Officer                                   |
|                      | (Principal  Financial Officer and Principal Accounting Officer) |

 

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

In connectionwith the Quarterly Report of D.W.C. Installations (the “Company”) on Form10-QSB for the period ending September 30, 2002 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Sholeh Hamedani,Chief Executive Officer and President, of the Company, certify, pursuant toRules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adoptedpursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

 

(1)          I have reviewed the Report;

 

(2)          Based upon my knowledge, the Report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements made, in light of thecircumstances under which such statements were made, not misleading;

 

(3)          Based upon my knowledge, the financialstatements, and other financial information included in the Report, fairlypresent in all material respects the financial condition and results ofoperations of the Company, as of, and for, the periods presented in the Report;

 

(4)          I and the other certifying officers of theCompany:

 

a.               are responsible for establishing andmaintaining disclosure controls and procedures for the Company;

b.              have designed such disclosure controlsand procedures to ensure that material information is made known to us,particularly during the period in which the Report is being prepared;

c.               have evaluated the effectiveness of theCompany’s disclosure controls and procedures within 90 days of the date of theReport; and

d.              have presented in the Report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on the required evaluation.

 

(5)          I and the other certifying officers havedisclosed to the Company’s auditors and to the audit committee of the board ofdirectors (or persons fulfilling the equivalent function):

 

a.               all significant deficiencies in thedesign or operation of internal controls (a pre-existing term relating tointernal controls regarding financial reporting) which could adversely affectthe Company’s ability to record, process, summarize and report financial dataand have identified for the Company’s auditors any material weaknesses ininternal controls; and

 

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b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal controls.

 

(6)          I and the other certifying officers haveindicated in the Report whether or not there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of their evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

 
|   /s/ Sholeh Hamedani             |   |
|----------------------------------------|--------|
| Sholeh Hamedani,                       |
| Chief  Executive Officer and President |
| November 12,  2002                     |

 

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CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

In connectionwith the Quarterly Report of D.W.C. Installations (the “Company”) on Form10-QSB for the period ending September 30, 2002 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, James Lambert,Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to §302 ofthe Sarbanes-Oxley Act of 2002, that:

 

(1)          I have reviewed the Report;

 

(2)          Based upon my knowledge, the Report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements made, in light of thecircumstances under which such statements were made, not misleading;

 

(3)          Based upon my knowledge, the financialstatements, and other financial information included in the Report, fairlypresent in all material respects the financial condition and results ofoperations of the Company, as of, and for, the periods presented in the Report;

 

(4)          I and the other certifying officers of theCompany:

 

a.               are responsible for establishing andmaintaining disclosure controls and procedures for the Company;

b.              have designed such disclosure controlsand procedures to ensure that material information is made known to us,particularly during the period in which the Report is being prepared;

c.               have evaluated the effectiveness of theCompany’s disclosure controls and procedures within 90 days of the date of theReport; and

d.              havepresented in the Report our conclusions about the effectiveness of thedisclosure controls and procedures based on the required evaluation.

 

(5)          I and the other certifying officers havedisclosed to the Company’s auditors and to the audit committee of the board ofdirectors (or persons fulfilling the equivalent function):

 

a.               all significant deficiencies in thedesign or operation of internal controls (a pre-existing term relating tointernal controls regarding financial reporting) which could adversely affectthe Company’s ability to record, process, summarize and report financial dataand have identified for the Company’s auditors any material weaknesses ininternal controls; and

 

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b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal controls.

 

(6)          I and the other certifying officers haveindicated in the Report whether or not there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of their evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

 
|   /s/ James Lambert |   |
|--------------------------|--------|
| James Lambert            |
| Chief  Financial Officer |
| November 12, 2002        |

 

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