UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended April 30, 2003                         Commission File Number
                  --------------                                0-28759
                                                                -------


                          PocketSpec Technologies Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Colorado                                    84-1461919
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


 3225 E Second Avenue, Denver, Colorado                                  80206
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)


                                 (303) 393-8060
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check 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.    X   Yes          No
                                    ----          ----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

    Common                                    33,616,684
--------------------------------------------------------------------------------
    Class                     Number of shares outstanding at June 13, 2003


--------------------------------------------------------------------------------
                     This document is comprised of 15 pages.

<PAGE>


                                   FORM 10-QSB
1st QUARTER
                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                          Page
                                                                          ----

Item 1.  Financial Statements*

Condensed, consolidated balance sheet - April 30, 2003 (Unaudited)          3

Condensed, consolidated statements of operations - Three months ended
       April 30, 2003 and 2002 (Unaudited)                                  4

Condensed, consolidated statements of cash flows - Three months ended
       April 30, 2003 and 2002 (Unaudited)                                  5

Notes to condensed, consolidated financial statements (Unaudited)           6

Item 2.  Management's Discussion and Analysis                               9

Item 3.  Controls and Procedures                                           11


PART II - OTHER INFORMATION


Item 1.  Legal Proceeding                                                  12

Item 2.  Changes In Securities                                             12

Item 3.  Defaults Upon Senior Securities                                   12

Item 4.  Submission of Matters To A Vote of Security Holders               12

Item 5.  Other Information                                                 12

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

Signatures                                                                 12

Certifications                                                             13

* The  accompanying  financial  statements  are not  covered  by an  Independent
Certified Public Accountant's report.

                                        2
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.
                                 Balance Sheets

                                                               April 30,
                                                                 2003
                                                              -----------

                            Assets
Current assets:
     Cash and Cash Equivalents                                $     3,585
     Trade receivables                                              3,548
     Indebtedness from related party (Note 2)                       2,000
     Inventory at cost                                            251,201
     Prepaid, accruals, and other, net                             27,152
                                                              -----------
         Total current assets                                     287,486

Fixed assets:
     Furniture and fixtures, net of accumulated                    40,026
       depreciation of $8,816 (Note 1)
     Office equipment, net of accumulated                          26,448
       depreciation of $8,729  (Note 1)
     Molds, net of accumulated                                     85,731
       depreciation of $38,274 (Note 1)
                                                              -----------
         Total fixed assets                                       152,205

Intangible assets:
     Patent costs net of accumulated
       amortization of $24,154                                    145,583
     License agreements net of accumulated
       amortization of $146,997                                 1,342,365
     Trademark costs net of accumulated
       amortization of $2,298                                      16,861
                                                              -----------
         Total assets                                         $ 1,944,500
                                                              ===========

             Liabilities and Shareholders' Equity
Liabilities:
     Accounts payable                                         $    81,507
     Accounts payable, related party                                2,497
     Accrued liabilities                                            3,182
     Accrued interest, related parties (Note 2)                     4,673
     Accrued interest (Note 3)                                        358
     Indebtedness to related party (Note 2)                        30,000
     Notes payable, related parties (Note 2)                      339,893
     Notes payable (Note 3)                                        14,500
                                                              -----------
         Total libilities                                         476,610

Commitment                                                           --

Shareholders' equity:
     Common stock, $0.001 par value, 50,000,000
         shares authorized, 33,646,684 shares
         issued, 33,616,684 shares outstanding                     33,617
     Additional paid-in capital                                 4,020,426
     Treasury stock, excess of $.001 par value,
         30,000 shares acquired                                   (10,606)
     Accumulated deficit                                       (2,575,547)
                                                              -----------
         Total shareholders' equity                             1,467,890
                                                              -----------
                                                              $ 1,944,500
                                                              ===========

                 See accompanying notes to financial statements

                                        3
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.
                            Statements of Operations

                                                         Three Months Ended
                                                              April 30,
                                                      ------------------------
                                                        2003            2002
                                                      ----------    ----------
Revenues
      Product sales                                   $    37,810   $      --

Cost of sales:
      Cost of sales                                        17,254
                                                      -----------   -----------
           Gross margin                                    20,556          --

Operating expenses:
      General and administrative expenses:
        General and administrative                        232,892       310,394
        Stock based compensation (Notes 2 & 4)             61,003       101,350
        Related parties (Note 2)                           12,000         4,000
      Depreciation                                         13,594         2,140
      Amortization                                         47,553           811
                                                      -----------   -----------
           Total general and administrative expenses      367,042       418,695

           Operating income (loss)                       (346,486)     (418,695)

Other income (expense):
      Other income                                          2,370          --
      Interest income (expense)                           (27,624)           12
      Deferred gain on sale of assets to
        related party                                        --         192,336
                                                      -----------   -----------
           Total other income (expense)                   (25,254)      192,348

           Income (loss) before provision
             for income taxes                            (371,740)     (226,347)

Provision for income taxes - benefit                  $      --     $      --
                                                      ===========   ===========
           Net income (loss)                          $  (371,740)  $  (226,347)
                                                      ===========   ===========

Net income (loss) per share:
      Basic                                           $    (0.012)  $    (0.021)
                                                      ===========   ===========
      Number of shares used for computing
        net income (loss) per share                    30,055,017    10,851,843
                                                      ===========   ===========
      Diluted                                         $    (0.012)  $    (0.021)
                                                      ===========   ===========
      Number of shares used for computing
        net income (loss) per share                    30,055,017    10,851,843
                                                      ===========   ===========

                 See accompanying notes to financial statements

                                        4
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.
                            Statements of Cash Flows
                                                           Three Months Ended
                                                         April 30,    April 30,
                                                         ---------    ---------
                                                           2003         2002
                                                         ---------    ---------
Cash flows from operating activities:
      Net cash used by operating activities              $(333,847)   $(266,314)
                                                         ---------    ---------

Cash flows from investing activities:
      Cash paid for property, related party (Note 2)          --        (68,615)
      Cash paid for property, other (Note 3)               (10,651)        --
      Cash paid for intangibles, other (Note 3)             (1,359)        --
      Cash paid for inventory                                 --           (500)
      Sale of loans, related party                            --        182,500
      Sale of loans, other                                    --        218,609
      Cash paid to reacquire stock                            --        (66,033)
                                                         ---------    ---------
              Net cash used by investing activities        (12,010)     265,961
                                                         ---------    ---------

Cash flows from financing activities:
      Proceeds from short-term borrowings,
        related party (Note 2)                              30,000         --
      Repayment of principal, related party (Note 2)       (42,107)        --
      Proceeds from loans, related parties (Note 2)        327,200       17,770
      Repayment of indebtedness from related party            --         32,554
      Repayment of indebtedness to related party              --         (2,770)
      Indebtedness of related party                           --         (1,000)
      Sale of stock, related parties, (Notes 2 & 4)         10,398         --
      Sale of stock, other                                  17,500         --
                                                         ---------    ---------
              Net cash provided by financing activities    342,991       46,554
                                                         ---------    ---------

Net change in cash                                          (2,866)      46,201
Cash at beginning of period                                  6,451       39,895
                                                         ---------    ---------
              Cash at end of period                      $   3,585    $  86,096
                                                         =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Cash paid during the period for:
          Interest                                       $   3,886    $    --
                                                         =========    =========
          Income taxes                                   $    --      $    --
                                                         =========    =========

      Noncash Investing and Financing Activities:
          Common stock issued for debt, related party    $ 302,517    $    --
                                                         =========    =========
          Common stock issued for debt, other            $ 385,145    $    --
                                                         =========    =========

                 See accompanying notes to financial statements

                                        5
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1: Basis of presentation

     (a)  The financial  statements  presented  herein have been prepared by the
          Company  in  accordance  with the  accounting  policies  in its annual
          10-KSB report dated January 31, 2003 and should be read in conjunction
          with the notes thereto.

          In the opinion of  management,  all  adjustments  (consisting  only of
          normal  recurring  adjustments)  which are necessary to provide a fair
          presentation  of operating  results for the interim  period  presented
          have been made.  The results of operations  for the periods  presented
          are not  necessarily  indicative of the results to be expected for the
          year.

     (b)  Inventory

          Inventories  are stated at the lower of cost or market.  Cost includes
          materials,  labor,  direct costs, and allocated  overhead.  Generally,
          inventories  are  written  down to market  value  during the period in
          which impairment of such inventories is identified. Inventory at April
          30, 2003  consisted of finished  goods.  We do not record an allowance
          that  directly  relates to the warranty of our  products,  which would
          otherwise  reduce our gross  sales.  We believe  an  allowance  is not
          required  at this  time,  since  historical  data has  indicated  that
          returns  of  our  products  for  repair  or   replacement   have  been
          insignificant.

     (c)  Property, equipment and depreciation

          Property and equipment are recorded at cost.  Expenditures that extend
          the useful lives of assets are capitalized.  Repairs,  maintenance and
          renewals  that do not  extend  the  useful  lives  of the  assets  are
          expensed as incurred.  Depreciation  is provided on the  straight-line
          method over the following estimated useful lives:  furniture, 7 years;
          office equipment,  5 years; molds, 3 years.  Depreciation  expense was
          $13,594  (unaudited),  and $2,140 for the three  months  period  ended
          April 30, 2003 and 2002, respectively.

          Interim financial data presented herein are unaudited.

Note 2: Related party transactions

          Asset  Realization,  Inc. (ARI), B7 Brand, LLC (B7B), Cape Aloe Corp.,
          (CAC),  Cherry Creek  Cottage,  LLC (CCC),  Krupka &  Associates,  LLC
          (K&ALLC),  F. Jeffrey Krupka (FJK),  Janet Brophy (JB),  Krupka-Brophy
          Profit Sharing Plan (KBP),  Platinum  Financial  Fund, LLC (PFF),  and
          Wraith Moon House, LLC (WMH) are affiliates of our Company.

     (a)  For the three months  period ended April 30, 2003,  the Company has an
          outstanding  indebtedness  from FJK in the  amount  of  $2,000.  It is
          expected that this  receivable  will be applied to amounts owed to the
          FJK for  expenses  paid by him  through  use of his  personal  line of
          credit.

     (b)  The Company has a prepaid  rent balance to CCC in the amount of $8,000
          through the period ended April 30, 2003.  The Company had accrued rent
          totaling  $20,000  from the  beginning  of the fiscal year and paid an
          additional  $20,000 to CCC.  Rent has been prepaid  through June 2003.


                                        6
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          Total  amount paid to CCC was $40,000.  $12,000 has been  expensed for
          rent and has been recorded in the accompanying financial statements.

     (c)  For the period ended April 30, 2003 the Company has  payables  owed to
          FJK  totaling  $2,497.  FJK used his  personal  line of  credit to pay
          expenses for the Company.

     (d)  For the period  ended April 30, 2003 the Company has accrued  interest
          totaling $4,673 on notes payable owed to affiliates.  The Company also
          borrowed  $30,000  from KBP to use as  operating  capital  in order to
          finance the development of new color-measuring devices.

     (e)  The Company has notes payable to affiliates  totaling $339,893.  Terms
          of the notes are listed below.

          Note payable to ARI in the amount of $1,500.  The note bears  interest
          at 6% and is due with a single payment  totaling $1,572 on December 1,
          2003

          Note  payable to B7B in the amount of $300,000.  The Company  borrowed
          $285,000 from B7B during March 2003 for use as operating capital.  The
          terms of the note required payment of $15,000 in interest points which
          was deducted from the $300,000 principal balance,  netting the Company
          $285,000 cash. The note bears interest at 12% with monthly payments in
          the amount of $3,750  beginning  April 1, 2003 and  matures  March 24,
          2004. B7B has temporarily waived the monthly payment requirement.

          Note payable to CAC in the amount of $50,000.  The note bears interest
          at 6% with monthly payments in the amount of $3,000 beginning March 1,
          2003 and matures August 1, 2004.  Principal  payments totaling $47,107
          have been paid along with  interest in the amount of $393  through the
          period ended April 30, 2003.

          Note payable to CAC in the amount of $5,700.  The note bears  interest
          at 6% and is due with a single payment  totaling $5,975 on December 1,
          2003.

          Note payable to JB in the amount of $24,000.  The note bears  interest
          at 15% with monthly payments in the amount of $3,000 starting March 1,
          2003 and  matures  November  1, 2003.  JB has  temporarily  waived the
          monthly payment requirement.

          Note payable to WMH in the amount of $5,800.  The note bears  interest
          at 6% and is due  with a single  payment  totaling  $5,975  on July 3,
          2003.

     (f)  During the period  ended  April 30,  2003 the  Company  issued  27,465
          shares  of  common   stock  to  an  employee   valued  at  $4,211  for
          compensation for services to the Company.

     (g)  For the period ended April 30, 2003 the Company  expensed  interest to
          affiliates totaling $23,973 in the accompanying financial statements.

     (h)  During the fiscal  quarter  ended April 30, 2003 the Company  borrowed
          $30,000 from KBP. The Company also converted  short-term  loans in the
          amount of $20,000 from CAC and $24,000 from JB into notes payable,


                                        7
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          totaling  $44,000.  The Company also paid principal amounts of $42,107
          to CAC against a note payable totaling $50,000.

     (i)  During the first  quarter  ended April 30,  2003 the Company  borrowed
          $1,500 from ARI,  $285,000 from B7B, $35,000 from CAC, $5,700 from CAC
          totaling  $327,200.  Amounts borrowed were used for operating  capital
          and development of new color-measuring product lines.

     (j)  For the period  ended  April 30,  2003 the  Company  converted  a note
          payable in the amount of $275,000  along with  accrued  interest  into
          stock.  The  Company  received  $10,000  cash and  converted  the note
          payable for  $275,000  with  interest in the amount of $17,517,  for a
          total amount of $302,517 for 4,321,673 shares of common stock.

     (k)  During the first quarter ended April 30, 2003 the Company sold 120,000
          shares of stock to JB for $8,400 cash.  The Company also issued 71,400
          shares of common  stock to the CFO for $1,998  cash and $3,000 from an
          account  payable,  for  a  total  amount  of  $4,998.  Cash  from  the
          transaction totaled $10,398.

Note 3: Transactions with non-affiliates

     (a)  For the three  months  period  ended  April 30,  2003 the  Company had
          $3,548 of trade receivables, inventory valued at $251,201, and prepaid
          expenses totaling $19,152 to non-affiliates.

     (b)  For the fiscal  quarter  ended April 30, 2003 the Company had accounts
          payable  totaling  $81,507 and accrued  liabilities  totaling  $3,182,
          which  included  $1,869 of property taxes and $1,313 of payroll taxes.
          The Company also had accrued interest of $358 from a note payable. The
          note  payable is in the amount of $14,500  and bears  interest  at 6%,
          with a single payment due in the approximate amount of $14,939 on June
          3, 2003.

     (c)  During the first  quarter  ended April 30,  2003 the Company  expensed
          interest to non-affiliates totaling $3,651.

     (d)  For the period ended April 30, 2003 the Company  acquired  depreciable
          assets for a total amount of $10,651 and paid $1,359 for patent filing
          fees.

     (e)  For the three months ended April 30, 2003 the Company  converted notes
          payable to  non-affiliates  totaling  $381,164  plus accrued  interest
          totaling $3,982 into stock, for a total amount of $385,146. Additional
          cash in the  amount  of  $17,500  was  received  from the  individuals
          towards the  purchase  of 250,000  shares of stock  totaling  $17,500,
          which  was  used  for  operating   capital.   Shares  issued  for  the
          transaction totaled 5,752,078 and were valued at $0.07 per share.

Note 4:  Shareholders' Equity

          During the three months period ended April 30, 2003 the Company issued
          27,465  shares  valued at $4,211 to an  employee in lieu of salary for
          services provided to the Company. The Company also sold 191,400 shares
          of stock to two  employees/directors  for cash totaling $10,398 and an
          amount payable to the CFO for $3,000. The transaction totaled $13,398.

          For the period  ended  April 30,  2003 the  Company  issued  4,321,673
          shares  of  stock  to  B7B  valued  at   $302,517,   in  exchange  for


                                        8
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          extinguishment  of debt  principal in the amount of $275,000,  accrued
          interest  through  March 7,  2003  totaling  $17,517,  and cash in the
          amount of $10,000. The shares were valued at $0.07 per share. The cash
          was used to repay CAC  principal  in the amount of $9,737 and  accrued
          interest in the amount of $263.

          During the three months period ended April 30, 2003 the Company issued
          325,438 shares of common stock to individuals  for services  rendered.
          The valued of the shares was expensed as stock based  compensation  in
          the amount of  $56,792  and  recorded  in the  accompanying  financial
          statements.

          For the three months ended April 30, 2003 the Company  converted notes
          payable to  non-affiliates  totaling  $381,164  plus accrued  interest
          totaling $3,982 into stock, for a total amount of $385,146. Additional
          cash totaling  $17,500 was received from  individuals,  which was used
          for  operating  capital.  Shares  issued for the  transaction  totaled
          5,752,078  and were  valued at $0.07 per share,  or a total  amount of
          $402,645.


                          POCKETSPEC TECHNOLOGIES INC.,


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Forward-Looking Statements

The  following  discussion  contains  forward-looking  statements  regarding our
Company,  its business,  prospects and results of operations that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  actual  business,  prospects  and  results  of  operations  to differ
materially   from  those  that  may  be  anticipated  by  such   forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation:  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements  that adversely  affect or preclude clients from using our products
for certain  applications;  delays our introduction of new products or services,
and our failure to keep pace with emerging technologies.

When  used  in  this  discussion,  words  such  as  "believes",   "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

Our main operational focus is the color-measuring  business.  Our efforts during
this period have been spent on marketing and production.

We realized  total  revenues of $37,810 for the three months  period ended April
30, 2003 which  compares to revenues of $-0- for the three  months  period ended
April 30, 2002,  respectively.  Total  operating  expenses,  which  consisted of
general and administrative expenses, were $367,042 for the three months period

                                        9
<PAGE>


ended April 30, 2003 and $418,695  for the three  months  period ended April 30,
2002. The major components of general and  administrative  expenses are research
and development, wages, legal, accounting, rent and other expenses for the three
months ended April 30, 2003 and 2002.

Our net loss for the three  months  period  ended April 30,  2003 was  $371,740,
compared to net loss of $226,347  for the three  months  period  ended April 30,
2002. We had a loss on a fully diluted  basis,  of $.012 per share for the three
months  period ended April 30,  2003,  compared to a net loss of $.021 per share
for the three months period ended April 30, 2002.

Our products are being  produced and we have been  actively  selling the ColorQA
and BronzCheck product line. We had previously  acquired an exclusive  worldwide
license for the  manufacturing  and marketing  rights for a hand-held device for
measuring and comparing color of objects and light  emission.  We acquired these
rights pursuant to a technology license agreement from Color-Spec  Technologies,
Inc. on October 3, 2001. In addition, the agreement assigned rights to a pending
utility patent covering the color  technology and application.  As a result,  we
own,  through this  subsidiary,  all of the assets of  Color-Spec  Technologies,
Inc.,  including their intellectual  property and their right to receive royalty
payments from us of $75 per unit sold. On a consolidated  reporting basis we pay
no royalties.

We plan an aggressive  marketing  campaign in the tanning  industry  through the
BronzCheck(TM)  product and its associated  TanTone(TM)  Measurement System. The
BronzCheck(TM)  generates a  TanTone(TM)  number  (zero to 1,000 - mostly 650 to
900).  This  number is the key to knowing if a person is  getting  tanner.  When
these  numbers  are shown on a graph,  the  chart  would  show that the  tanning
process is working,  as well as  verifying  the  quality of lotions  used by the
clients to enhance the  tanning  speed.  We are  planning to launch our point of
sale  software in June 2003,  which will  integrate  this data into the existing
Point of Sale software systems used by the salons.

We have begun production of our new product line including  accounting  software
that will  include the chart of  accounts  customary  for the tanning  industry,
along with  providing  the salon  owner a new  product  device  that will aid in
determining the remaining useful life of tanning bed bulbs. The new product line
will be able to provide the salon owner enough information that will benefit the
cost of operations by reducing bulb replacement expense.

In analyzing  our sales to date,  we estimate that over 80% of our product sales
have been the  BronzCheck(TM)  through April 30, 2003, and we expect that number
to be above 95% by our fiscal year end.  We estimate  that there are over 40,000
tanning salons in the United States and Canada. We have sold the  BronzCheck(TM)
in other countries such as Australia, Denmark, England, Spain and Mexico. At the
present time, we believe that no product exists which competes with our product.

In  connection  with  the  BronzCheck(TM),  we  have  also  begun  to  sell  the
replacement  battery and  calibration  caps.  The  replacement  parts will be an
additional  revenue  stream  for us. We have  estimated  that,  given the device
usage,  such  sales  could  equal  $100 per  device  per  year,  which  would be
approximately  over 25% of the  original  purchase  price of our  BronzCheck(TM)
product.  Typically,  a customer  would be buying our batteries at a 25% to 100%
savings over comparative retail prices for similar products.  We have no backlog
problem in meeting our orders.  We are keeping  sufficient  inventory  in place.
Most of our sales are  on-line  or by  telephone  as credit  card  transactions,
including   American   Express   and   Discover   cards.   Our   web   site   is
www.pocketspec.com. We added a tanning specific website, www.bronzcheck.com.

                                       10
<PAGE>


However,  through  the  marketing  of our  products,  we have  not yet  achieved
profitable operations,  which is our goal. We cannot predict when, if at all, we
will be profitable in our business.  Nevertheless, we continue our business plan
and are focusing our efforts on upcoming trade shows in Las Vegas and Chicago.

At the present time, we plan to focus completely upon the development of our own
product applications, rather than pursuing other technology acquisitions.


Liquidity and Capital Resources

Our net cash was $3,585 as of April 30,  2003,  compared  to $86,096 as of April
30, 2002.

Net cash  used by  investing  activities  totaled  $12,010  as a  result  of the
purchase  of  depreciable  assets  and  patent  costs.  Net cash  received  from
investing  activities for the period ended April 30, 2002 was $265,961.  Our net
cash received from financing activities was $342,991 for the three months period
ended April 30, 2003,  compared to having received  $46,554 for the three months
period ended April 30, 2002.  Cash provided from financing  activities came from
loans from related parties totaling  $357,200 and $27,898 from the sale of stock
for the period ended April 30,  2003.  Cash from loans from  affiliates  totaled
$17,770 and cash  received from the repayment of  indebtedness  from  affiliates
totaled $32,554 for the period ended April 30, 2002.

We have accounts  receivable  for the three months ended April 30, 2003 totaling
$3,548 and prepaid expenses of $27,152 for the current period.

Our products,  the Color QA and BronzeCheck are being marketed  through brochure
mailings  and trade  shows.  We have built what we consider  to be a  sufficient
inventory base to deliver products when ordered.

We are also considering ways in which to grow our shareholder equity, perhaps by
the acquisition of tanning industry assets,  such as salons,  that would operate
as corporate owned.

Financing for  operating  deficits has largely been through  affiliates.  In any
case, we will need additional financing to achieve our business plan.


                          POCKETSPEC TECHNOLOGIES INC.,

ITEM 3.  CONTROLS AND PROCEDURES.

     Within  the 90 days  prior to the  date of this  Quarterly  Report  on Form
10-QSB,  evaluated  the  effectiveness  of  the  design  and  operation  of  our
disclosure  controls and procedures and our internal controls and procedures for
financial reporting. This evaluation was done under the supervision and with the
participation of our management, including the President and the Chief Financial
Officer.  In accord with SEC  requirements,  the President  and Chief  Financial
Officer notes that,  since the date of the evaluation to the date of this Annual
Report,  there have been no significant changes in internal controls or in other
factors that could significantly affect internal controls, including any factors
that could  significantly  affect  internal  controls,  including any corrective
actions with regard to significant  deficiencies and material weaknesses.  Based
upon our evaluation,  the President and Chief  Financial  Officer have concluded
that our disclosure  controls are effective to ensure that material  information
relating to us is made known to  management,  including  the President and Chief
Financial  Officer,  particularly  during the period when the Company's periodic
reports are being  prepared,  and that our internal  controls  are  effective to
provide reasonable  assurance that our financial statements are fairly presented
in conformity with generally accepted accounting principles.

                                       11
<PAGE>


PART II. - OTHER INFORMATION


Items 1 Through 5 - No response required.


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

          10.19     Development Agreement

          (a)       Exhibit 99.1.  Certification of Chief Executive Officer,  F.
                    Jeffrey Krupka,  pursuant to 18 USC Section 1350, as adopted
                    pursuant to the Sarbanes-Oxley Act of 2002.

          (b)       Exhibit 99.2.   Certification  of Chief  Financial  Officer,
                    Cynthia  Kettl,  pursuant to 18 USC Section 1350, as adopted
                    pursuant to the Sarbanes-Oxley Act of 2002.




POCKETSPEC TECHNOLOGIES, INC.

SIGNATURES

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




                                                                Date: 6/13/03
PocketSpec Technologies Inc.

    /s/ F. Jeffrey Krupka
    ---------------------
By: F. Jeffrey Krupka
Chief Executive Officer


                                                                Date: 6/13/03
PocketSpec Technologies Inc.

    /s/ Cynthia Kettl
    ---------------------
By: Cynthia Kettl
Chief Financial Officer

                                       12
<PAGE>

                                 CERTIFICATIONS


I, F. Jeffrey Krupka, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  PocketSpec
     Technologies Inc.;


2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary 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.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          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 date (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.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors  (or person  performing  the
     equivalent functions);

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  cold  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June 13, 2003


                                                         /s/  F. Jeffrey Krupka
                                                         -----------------------
                                                         Chief Executive Officer

                                            13
<PAGE>


                                 CERTIFICATIONS

I, Cynthia Kettl, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  PocketSpec
     Technologies Inc.;


2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary 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.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          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 date (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.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors  (or person  performing  the
     equivalent functions);

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  cold  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud,  whether or or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June 13, 2003


                                                         /s/  Cynthia Kettl
                                                         -----------------------
                                                         Chief Financial Officer




                                       14