UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB







QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 
1934 FOR THE PERIOD ENDED June 30, 2003





Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



Utah

870305395

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)



810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)



T2P-0M2

(Zip Code)



(403) 269-5369

(Registrant’s telephone number, including area code)



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



ISSUER HAS NOT BEEN INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS





ISSUER IS A CORPORATION



Common stock, No par value - 24,593,500 shares issued and outstanding as of August 23, 2003.



Transitional Small Business Disclosure Format (Check One):



Yes [  ]     No [X]















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Part I



Item 1.  Interim Financial Statements







CARMINA TECHNOLOGIES INC.

AND SUBSIDIARIES

(in US Dollars)



INTERIM CONSOLIDATED FINANCIAL STATEMENTS



JUNE 30, 2003





FINANCIAL STATEMENTS TABLE OF CONTENTS



Page

Consolidated Balance Sheets

3

Interim Consolidated Statements of Operations

4

Interim Consolidated Statements of Comprehensive Loss

5

Interim Consolidated Statements of Capital Deficit

6

Interim Consolidated Statements of Cash Flows

7

Notes to Interim Consolidated Financial Statements

8-17









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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in US Dollars)



|As at                                                                                                       |   | June 30,
2003
(unaudited) |   | December 31, 
2002
|----------------------------------------------------------------------------------------------------------- | - | ------------------------- | - | ------------------
|CURRENT ASSETS                                                                                              |   |                           |   |                   
|Cash                                                                                                        | $ | 8,169                     | $ | 42,930            
|Accounts receivable (net of allowance of $6,750 and $5,766)                                                 |   | 57,878                    |   | 33,430            
|Other receivable                                                                                            |   | 11,165                    |   | 15,648            
|Prepaid expenses (Note 6(g))                                                                                |   | 171,821                   |   | 12,524            
|Inventory                                                                                                   |   | 16,111                    |   | 17,760            
|Marketable securities (Note 1(a))                                                                           |   | 6,750                     |   | 9,048             
|Total Current Assets                                                                                        |   | 271,894                   |   | 131,340           
|                                                                                                            |   |                           |   |                   
|PROPERTY AND EQUIPMENT
(net of accumulated depreciation)                                                    |   | 111,279                   |   | 95,031            
|GOODWILL (Note 3)                                                                                           |   | 495,065                   |   | 495,065           
|TOTAL ASSETS                                                                                                | $ | 878,238                   | $ | 721,436           
|LIABILITIES AND CAPITAL DEFICIT                                                                            
|CURRENT LIABILITIES                                                                                         |   |                           |   |                   
|Accounts payable                                                                                            | $ | 425,804                   | $ | 238,195           
|Due to related party (Note 1(b))                                                                            |   | 852,645                   |   | 486,743           
|Accrued expenses                                                                                            |   | 22,169                    |   | 20,627            
|Capital lease                                                                                               |   | 11,846                    |   | 5,702             
|Deferred revenues                                                                                           |   | 31,969                    |   | 24,462            
|Total Current Liabilities                                                                                   |   | 1,344,433                 |   | 775,729           
|CAPITAL DEFICIT                                                                                             |   |                           |   |                   
|Common stock: 40,000,000 shares authorized no par value,
24,593,500 shares (December 31, 2002 - 23,467,300) |   | 2,510,832                 |   | 2,288,482         
|Additional paid-in capital                                                                                  |   | 2,957,206                 |   | 1,350,229         
|Accumulated other comprehensive income
-foreign exchange losses                                             |   | (134,062)                 |   | (17,668)          
|Accumulated deficit                                                                                         |   | (5,800,171)               |   | (3,675,336)       
|Total Capital Deficit                                                                                       |   | (466,195)                 |   | (54,293)          
|TOTAL LIABILITIES & CAPITAL DEFICIT                                                                         | $ | 878,238                   | $ | 721,436           



See accompanying notes to the interim consolidated financial statements.



-3-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Interim Consolidated Statements of Operations

(in US Dollars)

(unaudited)

|                                             | For the three months ended June 30 | For the six months ended June 30
|-------------------------------------------- | ---------------------------------- | --------------------------------
|                                             | 2003                               |                                 
|REVENUES                                     |                                    |                                 
|Hosting and access                           | $                                  | 77,517                          
|Consulting                                   |                                    | 66,977                          
|Hardware sales                               |                                    | 194,102                         
|                                             |                                    | 338,596                         
|COST OF REVENUES                             |                                    |                                 
|Hosting and access                           |                                    | 63,683                          
|Consulting                                   |                                    | 51,330                          
|Hardware                                     |                                    | 171,767                         
|Depreciation                                 |                                    | 2,832                           
|                                             |                                    | 289,612                         
|GROSS PROFIT                                 |                                    | 48,984                          
|                                             |                                    |                                 
|EXPENSES                                     |                                    |                                 
|General and administrative                   |                                    | 760,666                         
|Selling and marketing                        |                                    | 181,695                         
|Depreciation                                 |                                    | 6,150                           
|Research and development                     |                                    | 10,692                          
|Total Expenses                               |                                    | 959,203                         
|INCOME (LOSS) FROM
OPERATIONS                |                                    | (910,219)                       
|OTHER INCOME (EXPENSE)                       |                                    |                                 
|Unrealized loss on investments               |                                    | (2,298)                         
|Writedown of advances                        |                                    | --                              
|Interest and other income                    |                                    | 902                             
|Interest expense                             |                                    | (4,922)                         
|Total Other Income (Expense)                 |                                    | (6,318)                         
|                                             |                                    |                                 
|NET INCOME (LOSS)                            | $                                  | (916,537)                       
|BASIC AND DILUTED 
EARNINGS (LOSS)
PER SHARE | $                                  | (0.04)                          
|WEIGHTED AVERAGE
SHARES OUTSTANDING          |                                    | 24,335,115                      



(1) Represents the results of operations of Carmina Technologies Inc. (the successor company).

(2) Represents the results of operations of WorldWide Online Corp. (the predecessor company).



See accompanying notes to the interim consolidated financial statements.



-4-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Interim Consolidated Statements of Comprehensive Loss

(in US Dollars)

(unaudited)



|                                            | For the three months ended June 30 | For the six months ended June 30
|------------------------------------------- | ---------------------------------- | --------------------------------
|                                            |                                    | 2003                            
|                                            |                                    |                                 
|NET INCOME (LOSS)                           | $                                  | (916,537)                       
|OTHER COMPREHENSIVE
INCOME ( LOSS)          |                                    |                                 
|Foreign exchange translation
gains (losses) |                                    | (85,192)                        
|COMPREHENSIVE INCOME
(LOSS)                 | $                                  | (1,001,729)                     



(1) Represents the comprehensive loss of Carmina Technologies Inc. (the successor company).

(2) Represents the comprehensive loss of WorldWide Online Corp. (the predecessor company).



See accompanying notes to the interim consolidated financial statements.







-5-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Interim Consolidated Statements of Capital Deficit

(in US Dollars)

(unaudited)

|                                                                                   | Common Stock

No. of Shares        Amount |   | Additional 
Paid in 
Capital |   | Accumulated
Other  
Comprehensive  
Losses |   | Accumulated 
Deficit |   | Total      
|---------------------------------------------------------------------------------- | ----------------------------------------- | - | ---------------------------- | - | ------------------------------------------ | - | -------------------- | - | -----------
|Balance, Jan 1, 2003                                                               | 23,467,300                                | $ | 2,288,482                    | $ | 1,350,229                                  | $ | (17,668)             | $ | (3,675,336)
|Common stock issued for 
exercise of options (Note 6)                              | 710,500                                   |   | --                           |   | 348,000                                    |   | -                    |   | --         
|Options exercised for cash                                                         | 240,700                                   |   | 24,350                       |   |                                            |   | -                    |   | --         
|Common stock issued to  
consultant for contract    
(Note 6)                      | 75,000                                    |   | 120,000                      |   | --                                         |   |                      |   |            
|Common stock issued to 
officer for bonus (Note 6)                                 | 100,000                                   |   | 78,000                       |   | --                                         |   |                      |   |            
|Compensation expense on 
options issued to consultants 
and employees (Note 4 (b)) | -                                         |   | --                           |   | 1,141,650                                  |   | -                    |   | --         
|Issuance of warrants for 
consulting services (Note 6)                             | --                                        |   | --                           |   | 57,327                                     |   | --                   |   | --         
|Services contributed by 
officers of the Company 
(Note 5)                         | -                                         |   | --                           |   | 60,000                                     |   | -                    |   | --         
|Other comprehensive losses                                                         | -                                         |   | -                            |   | --                                         |   | (116,394)            |   | --         
|Net loss for the period                                                            | -                                         |   | -                            |   | --                                         |   | --                   |   | (2,124,835)
|Balance, June 30, 2003                                                             | 24,593,500                                | $ | 2,510,832                    | $ | 2,957,206                                  |   | (134,062)            | $ | (5,800,171)

See accompanying notes to the interim consolidated financial statements.



-6-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Interim Consolidated Statements of Cash Flows

(in US Dollars)

(unaudited)

|                                                                                     |   | For the six months ended June 30
|------------------------------------------------------------------------------------ | - | --------------------------------
|2003                                                                                 |   | 2002(1)                         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                 |   |                                 
|Net income (loss)                                                                    | $ | (2,124,835)                     
|Adjustments to reconcile net income (loss) to net cash used by operating activities: |  
|Depreciation                                                                         |   | 16,664                          
|Services contributed by officers (Note 5)                                            |   | 60,000                          
|Unrealized loss on securities                                                        |   | 2,298                           
|Writedown of advances                                                                |   | --                              
|Stock issued for services                                                            |   | 92,996                          
|Issuance of warrants for consulting services                                         |   | 7,170                           
|Compensation expense through issuance of options
(Note 4 (b))                        |   | 1,141,650                       
|Compensation expense on cashless exercise of options                                 |   | 348,000                         
|Changes in operating assets & liabilities:                                           |   |                                 
|(Increase) decrease in receivables                                                   |   | (18,772)                        
|Increase  in prepaid expenses                                                        |   | (1,997)                         
|Decrease in inventory                                                                |   | 2,337                           
|Increase (decrease) in accounts payable & accrued
expenses                           |   | 181,590                         
|Increase (decrease) in deferred revenues                                             |   | 3,353                           
|                                                                                     |   |                                 
|Net Cash Used in Operating Activities                                                |   | (289,546)                       
|                                                                                     |   |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES                                                 |   |                                 
|Purchase of property and equipment                                                   |   | (15,144)                        
|Proceeds on sale of property and equipment                                           |   | --                              
|                                                                                     |   |                                 
|Net Cash Used in Investing Activities                                                |   | (15,144)                        
|                                                                                     |   |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                 |   |                                 
|Advances from related party (Note 1 (b))                                             |   | 288,146                         
|Capital lease payments                                                               |   | (11,480)                        
|Issuance of common stock for cash                                                    |   | 24,350                          
|                                                                                     |   |                                 
|Net Cash Provided by (Used in) Financing Activities                                  |   | 301,016                         
|                                                                                     |   |                                 
|NET DECREASE IN CASH                                                                 |   | (3,674)                         
|                                                                                     |   |                                 
|Effect of currency fluctuation on cash                                               |   | (31,087)                        
|                                                                                     |   |                                 
|CASH AT BEGINNING OF PERIOD                                                          |   | 42,930                          
|                                                                                     |   |                                 
|CASH AT END OF PERIOD                                                                | $ | 8,169                           
|*See Note 7 for Statement of Cash Flows supplementary information.                   |   |                                 

(1) Represents the cash flows of Carmina Technologies Inc. (the successor company).

(2) Represents the cash flows of WorldWide Online Corp. (the predecessor company).

See accompanying notes to the interim consolidated financial statements



-7-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES



Carmina Technologies, Inc. (Carmina) was incorporated under the laws of the State of Utah on March 5, 1973.



The interim consolidated financial statements presented include those of Carmina Technologies, Inc., its wholly 
owned subsidiaries Carmina Canada Inc. (CCI),  Assured Performance Monitoring, Inc. (APM) and WorldWide 
Online Corp. (WWO).  Collectively, they are referred to herein as “the Company.”



Upon completion of the acquisitions described below, the Company develops and markets technological services 
in the performance monitoring sector.



On February 9, 2000, the Company completed an Agreement and Plan of Reorganization whereby Carmina issued 
16,000,000 shares of its common stock in exchange for all of the outstanding common stock of Carmina Canada 
Inc.  The reorganization was accounted for as a recapitalization of CCI because the shareholders of CCI control 
the Company after the acquisition.  Therefore, the financial statements are presented as a continuation of CCI.



APM

APM develops and markets the ASSUR family of monitoring services.  Using proprietary software, the ASSUR 
products facilitate the planning and scheduling and monitor the execution of critical services and confirm proof of 
delivery and execution.



WWO

Effective October 1, 2002, the Company acquired all the issued shares of WorldWide Online Corp. (WWO), from 
WorldWide Data Inc, for consideration of 650,000 restricted shares of the Company valued at $357,500.  An 
additional 350,000 or 600,000 shares were to be delivered by September 30, 2003 (extended to January 31, 2004) 
provided WWO achieves specific gross revenue, gross margin and earnings before income tax, depreciation and 
amortization (EBITDA) targets during the twelve month period ending August 31, 2003 and the value of 
consideration will be adjusted accordingly.  The agreement has been amended to read the targets are to be 
achieved during the twelve month period ending December 31, 2003 (Note 3).  As a result of the acquisition, 
WWO is considered to be the predecessor business.



WWO is a Toronto-based, Managed Service Provider offering business-to-business solutions for clients in 
Canada, the USA and Europe.  Supported by a team of seven design and development professionals, WWO hosts, 
manages and builds corporate solutions covering a wide range including web hosting, application development, e-
commerce infrastructures, knowledge management and business process improvement complemented  by a suite 
of internet working solutions involving design, implementation and management of client networks.  WWO is the 
implementation, support and technical services provider for APM and other company subsidiaries.



The interim consolidated financial statements included herein have been prepared by the Company, without audit, 
in accordance with accounting principles generally accepted in the United States and pursuant to the rules and 
regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally 
included in financial statements prepared in accordance with generally accepted accounting principles have been 
condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures 
are adequate to make the information presented not misleading.

-8-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of 
management, are necessary for fair presentation of the information contained therein.  It is suggested that these 
interim consolidated financial statements be read in conjunction with the consolidated financial statements for the 
year ended December 31, 2002 and notes thereto included in the Company’s Annual report on Form 10-KSB. The 
Company follows the same accounting principles in preparation of interim reports.



Results of operations for the interim periods may not be indicative of annual results.



Information summarizing certain of the Company’s significant accounting policies are set out below:



a.  Marketable Securities



The Company held 362,500 (December 31, 2002 - 362,500) shares of Qnetix, Inc.’s common stock as trading 
securities at  June 30, 2003.  The fair value of the Company’s marketable securities is estimated based on quoted 
market prices for those investments.  The fair value of Qnetix, Inc. marketable securities based on the last quoted 
market price at June 30, 2003 was $nil (December 31, 2002 - $2,298).  Accordingly, the Company recognized an 
unrealized loss on investment of $2,298 for the six months ended June 30, 2003.



The Company also held 225,000 (December 31, 2002 - 225,000) shares of Power Interactive Media Inc. (formerly 
Power Kiosk, Inc.) as trading securities at June 30, 2003. The fair value of Power Interactive Inc. marketable 
securities based on the last market priced sale of shares at June 30, 2003 was $6,750 (December 31, 2002 - 
$6,750).



Because the Company’s marketable securities are classified as trading and reported at fair value, there is no need 
to evaluate the securities for impairment.



b. Related Party Transactions



Amounts Due to a Related Party consist of $810,393 (December 31, 2002 - $439,501) due to Rhonda 
Corporation, a party related by virtue of being a significant shareholder of the Company, and $42,252 (December 
31, 2002 - $47,242) due to directors and officers of the Company.  These amounts are unsecured, non-interest 
bearing and with no terms of repayment.  During the six month period ended June 30, 2003 the Company paid 
$12,386 (six months ended June 30, 2002 - $nil) in consulting fees to directors of the Company.



c.  Stock-based Compensation



The Company applies Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to 
Employees, and related interpretations in accounting for all stock option plans.  Under APB Opinion No. 25, 
compensation cost is recognized for stock options granted to employees when the option price is less than the 
market price of the underlying common stock on the date of grant.  Such compensation is amortized on a straight-
line basis over the respective vesting periods.



SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123"), requires the Company to provide 
proforma information regarding net income and net income per share as if compensation costs for the Company’s 
stock option plans and other stock awards had been determined in accordance with the fair value based method 
prescribed in SFAS No. 123.



-9-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)



Stock options granted to non-employees are accounted for in accordance with the fair value based method 
prescribed in SFAS No. 123 using the Black-Scholes option pricing model.  Stock compensation for non-
employees is re-measured quarterly until such options vest.



The Company does not plan to adopt the fair value based method of accounting for stock-based compensation to 
employees.  Had full compensation cost for the Company’s stock options issued to employees, directors and 
officers been recorded using the fair value based method related pro-forma information required under SFAS No. 
123 would have been as follows:



|                                                                                                  | For the
three months 
ended
June 30, 2003 | For the
six months 
ended
June 30, 2003
|------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------
|Reported net loss                                                                                 | $   (916,537)                             | $   (2,124,835)                        
|Add: stock-based compensation expense included  
   in reported net loss                          | 312,207                                   | 1,103,257                              
|Deduct: total stock-based compensation expense     
 determined under the fair value based method | (89,092)                                  | (281,458)                              
|Proforma net loss                                                                                 | $   (693,422)                             | $   (1,303,036)                        
|Reported loss per share, basic and diluted                                                        | $         (0.04)                          | $            (0.09)                    
|Proforma loss per share, basic and diluted                                                        | $         (0.03)                          | $            (0.05)                    





For the proforma disclosures, fair value of the options was determined using the Black-Scholes option pricing 
model using the following assumptions: No dividends.  The expected holding period for the options was between 
2 and 5 years.  The US treasury rate for the period equal to the expected life of the options (5.0%) was used as the 
risk-free rate.  The volatility used was 110%  based on historical price per share of shares sold.  The value is also 
recognized over the vesting terms of the options.



During the six months ended June 30, 2003, the Company permitted certain individuals holding stock options to 
exercise the options on a cashless basis pursuant to terms and conditions of the Stock Option Plan.  By virtue of 
accepting the exercise on a cashless basis, stock options granted to employees pursuant to the Plan are now being 
accounted for following variable accounting provisions.  Under variable accounting, compensation expense is first 
recognized for the difference between the quoted market price of the Company’s underlying common shares and 
the exercise price (plus any intrinsic value calculated on the initial grant of the options) of the options on the date 
variable accounting first applies.  On March 3, 2003, the quoted market price was $1.55 which resulted in 
compensation expense of $348,000 pertaining to 240,000 options exercised by employees on that date.  After that 
date, compensation expense on remaining employee options outstanding is recalculated on a quarterly basis until 
the options are exercised or are cancelled.  Compensation expense of $755,257 pertaining to 1,210,000 options 
held by employees was recognized in the six months ended June 30, 2003.





-10-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

New Accounting Pronouncement



On May 15, 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting 
Standard ("SFAS") No. 150, "Accounting for Certain Financial Instruments with Characteristics of both 
Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments that, under 
previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be 
classified as liabilities (or assets in some circumstances) in the balance sheet. Further, SFAS No. 150 requires 
disclosure regarding the terms of those instruments and settlement alternatives. SFAS No. 150 affects an entity's 
classification of the following freestanding instruments: a) Mandatorily redeemable instruments b) Financial 
instruments to repurchase an entity's own equity instruments c) Financial instruments embodying obligations that 
the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments 
based solely on (i) a fixed monetary amount known at inception or (ii) something other than changes in its own 
equity instruments d) SFAS No. 150 does not apply to features embedded in a financial instrument that is not a 
derivative in its entirety. The guidance in SFAS No. 150 is generally effective for all financial instruments entered 
into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period 
beginning after June 15, 2003.



The implementation of these new standards is not expected to have a material effect on the Company’s 
consolidated financial statements.



NOTE 2 - GOING CONCERN



The Company’s interim consolidated financial statements are prepared using generally accepted accounting 
principles applicable to a going concern which contemplates the liquidation of assets and satisfaction of liabilities 
and commitments in the normal course of business.  The Company incurred a net loss of $2,124,835 for the six 
months ended June 30, 2003, has an accumulated deficit of $5,800,171, has negative working capital of 
$1,072,539 (including $852,645 due to related company) and has insufficient revenues to cover its operating 
costs.  Management’s plans to continue as a going concern include (1) continued growth of its sales revenues 
through APM and WWO, (2) raising additional capital through sales of common stock, the proceeds of which 
would be used to market and develop the existing software and related rights, hiring of administrative, sales and 
marketing personnel and (3) the use of stock options to pay for employee compensation and marketing services.  
However, management cannot provide any assurances that the Company will be successful in accomplishing any 
of its plans.



The ability of the Company to continue as a going concern is dependent upon its ability to successfully 
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and 
attain profitable operations.  These conditions raise substantial doubt about the Company’s ability to continue as a 
going concern.  The accompanying interim financial statements do not include any adjustments relating to the 
recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary 
if the Company is unable to continue as a going concern.



-11-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

NOTE 3 - BUSINESS COMBINATION



Effective October 1, 2002, the Company acquired all the issued shares of WorldWide Online Corp. (WWO), from 
WorldWide Data Inc, for a consideration of 650,000 restricted shares of the Company valued at $357,500.  An 
additional 350,000 or 600,000 shares will be delivered by January 31, 2004, (as amended from September 30, 
2003) provided WWO achieves specific gross revenue, gross margin and earnings before income tax, depreciation 
and amortization (EBITDA) targets during the twelve month period ending December 31, 2003 (as extended from 
August 31, 2003) and the value of consideration will be adjusted accordingly.  To obtain the maximum of 
1,250,000 shares, WWO must achieve gross revenues of CAN $1,400,000 (approximately $895,000), gross 
margins of CAN $500,000 (approximately $320,000) and cumulative EBITDA of CAN $60,000 (approximately 
$38,000) in the twelve month period.  The amount of consideration was arrived at in arm’s length negotiations 
with the vendor and the price per share was based on the most recent sale price of the Company’s stock on the 
OTCBB prior to signing the letter of intent on August 26, 2002.



The acquisition of WWO provided Carmina with the technical personnel, operational capacity and support 
framework needed to bring APM products to market.  Additionally, WWO products and services are 
complementary to those offered by APM, thereby providing an opportunity to integrate WWO products and 
services with those of APM.



The acquisition of WWO has been accounted for by the purchase method, with the Company being the acquirer, 
based on the fair values of the assets or liabilities acquired, as follows:



|                                                                  |   | Book Value |   | Fair Value |   | Discrepancy
|----------------------------------------------------------------- | - | ---------- | - | ---------- | - | -----------
|Current assets                                                    | $ | 105,215    | $ | 105,215    | $ | --         
|Current liabilities                                               |   | (296,351)  |   | (296,351)  |   | --         
|Negative working capital                                          |   | (191,136)  |   | (191,136)  |   | --         
|Fixed assets                                                      |   | 55,753     |   | 55,753     |   | --         
|Long-term portion of capital lease obligations                    |   | (2,182)    |   | (2,182)    |   |            
|Goodwill                                                          |   | --         |   | 495,065    |   | (495,065)  
|Net assets acquired                                               | $ | (137,565)  | $ | 357,500    | $ | (495,065)  
|Purchase price being the value attributed to the 
shares acquired | $ | 357,500    | $ | 357,500    |   |            

-12-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

NOTE 4 - WARRANTS AND OPTIONS



a.  Warrants



A summary of the status of the Company’s warrants as of December 31, 2002 and changes during the six months 
ending June 30, 2003 are presented below:

|                                               | Warrants | Weighted 
Average 
Exercise Price
|---------------------------------------------- | -------- | ---------------------------------
|Outstanding and exercisable, December 31, 2002 | 700,000  | $  1.00                          
|Granted                                        | 75,000   | 3.18                             
|Outstanding, June 30, 2003                     | 775,000  | $  1.21                          
|Exercisable, June 30, 2003                     | 775,000  | $  1.21                          



The warrants that are vested at June 30, 2003 are summarized as follows:

|               | Outstanding         | Weighted 
Average 
Remaining 
Contractual 
Life | Exercisable        
|-------------- | ------------------- | ----------------------------------------------- | -------------------
|Exercise Price | Number 
Outstanding | Weighted 
Average 
Exercise                     | Number 
Exercisable
|Range - $1.00  | 700,000             | $  1.00                                         | 1.44 years         
|Range - $3.18  | 75,000              | 3.18                                            | 2.87 years         
|               | 775,000             | $  1.21                                         |                    



During the six months ended June 30, 2003, the Company issued 75,000 warrants to a non-employee for financial 
consulting services.  Each warrant entitles the holder to purchase one common share of the Company at $3.18 for 
a three-year period (Note 6 (g)).  The fair value of each warrant was $0.76 and was calculated using the following 
assumptions: No dividends.  The expected life of the warrants of 3 years.  The US treasury rate for the period 
equal to the expected life of the warrants (1.86%) was used as the risk-free rate.  The volatility used was 110% 
based on historical price per share of shares sold. Compensation costs of $57,327 was recognized and amortized 
over the service period.  For the six months ended June 30, 2003, $7,170 was charged as general and 
administrative expenses.



b.  Stock Options



On February 12,  2000 (as amended on August, 26,  2002), the Company's Board of Directors approved a Stock 
Option Plan.  The Plan provides for the granting of stock options to key employees, directors and consultants to 
purchase up to 3,000,000 common shares of the Company.  Under the Plan, the granting of incentive and 
non-qualified stock options, exercise prices and terms are determined by the Company's Board of Directors.  For 
incentive options, the exercise price shall not be less than the fair market value of the Company's common stock 
on the grant date. (In the case of options issued to an employee who owns stock possessing more than 10% of the 
voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 
110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms 
beyond ten years (5 years in the case of an incentive stock option granted to a holder of 10 percent of the



-13-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

Company's common stock). Unless otherwise specified by the Board of Directors, stock options shall vest at the 
rate of 25% per year starting one year following the granting of options.



Employees

The Company applies Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to 
Employees, and related interpretations in accounting for all stock option plans.  Under APB Opinion No. 25, 
compensation cost is recognized for stock options granted to employees when the option price is less than the 
market price of the underlying common stock on the date of grant.  Such compensation is recognized on a 
straight-line basis over the vesting periods of the respective options.  By virtue of the exercise of options on a 
cashless basis on March 3, 2003, the options outstanding to employees are being accounted for prospectively as 
variable (Note 1 (c)).



A summary of the status of the Company’s options accounted for under APB No. 25 as at December 31, 2002 and 
changes during the six months ending June 30, 2003 is presented below:



|                               | Options   | Weighted 
Average 
Exercise 
Price | Weighted 
Average 
Grant Date 
Fair Value
|------------------------------ | --------- | ---------------------------------- | -----------------------------------------
|Outstanding, December 31, 2002 | 1,490,000 | $    0.42                          |                                          
|Granted                        | 200,000   | 1.50                               | $  0.95                                  
|Exercised                      | (480,000) | 0.10                               |                                          
|Outstanding, June 30, 2003     | 1,210,000 | $    0.72                          |                                          
|Exercisable, June 30, 2003     | 302,500   | $    0.72                          |                                          
|Exercisable, December 31, 2002 | 410,000   | $    0.22                          |                                          



Options accounted for in accordance with APB No. 25 as at June 30, 2003 are summarized as follows:



|               | Outstanding                          | Weighted 
Average 
Remaining 
Contractual 
Life | Exercisable                        
|-------------- | ------------------------------------ | ----------------------------------------------- | -----------------------------------
|Exercise Price | Number 
Outstanding at
June 30, 2003 | Weighted 
Average 
Exercise Price               | Number
Exercisable at
June 30, 2003
|Range - $0.55  | 610,000                              | $  0.55                                         | 4.17 years                         
|Range - $0.60  | 400,000                              | $  0.60                                         | 4.32 years                         
|Range - $1.50  | 200,000                              | $  1.50                                         | 4.73 years                         
|               | 1,210,000                            | $  0.72                                         |                                    



For the six months ended June 30, 2003, compensation expense of $1,103,257 (2002  - $nil) was recognized in 
respect of exercised and unexercised options to employees, calculated using variable accounting.  Of which 
$348,000 (2002 - $nil) was compensation expenses recognized in respect of options exercised by employees on a 
cashless basis.

-14-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

Non-employees

FASB Statement 123, “Accounting for Stock-Based Compensation” (SFAS No. 123"), requires the Company to 
record compensation costs for the Company’s stock option plans and other stock awards to consultants 
determined in accordance with the fair value based method prescribed in SFAS No. 123.  Unvested stock options 
are measured quarterly for the purpose of determining stock option compensation.



A summary of the status of the Company’s options accounted for under SFAS No. 123 as at December 31, 2002 
and changes during the six months ending June 30, 2003 is presented below:

|                               | Options   | Weighted 
Average 
Exercise 
Price
|------------------------------ | --------- | ----------------------------------
|Outstanding, December 31, 2002 | 1,170,000 | $    0.32                         
|Granted                        | 800,000   | $    1.25                         
|Exercised                      | (520,700) | 0.10                              
|Outstanding, June 30, 2003     | 1,449,300 | $   0.91                          
|Exercisable, June 30, 2003     | 724,300   | $   0.71                          
|Exercisable, December 31, 2002 | 715,000   | $   0.31                          



Options accounted for under SFAS No. 123 as at June 30, 2003 are summarized as follows:



|               | Outstanding                          | Weighted 
Average 
Remaining 
Contractual 
Life | Exercisable                         
|-------------- | ------------------------------------ | ----------------------------------------------- | ------------------------------------
|Exercise Price | Number 
Outstanding at
June 30, 2003 | Weighted 
Average 
Exercise Price               | Number 
Exercisable at
June 30, 2003
|Range - $0.50  | 649,300                              | $  0.50                                         | 2.62 years                          
|Range - $1.25  | 800,000                              | $  1.25                                         | 4.83 years                          
|               | 1,449,300                            | $ 0.91                                          |                                     



Compensation expense of $386,393 (2002 - $5,000) has been recognized for the six months ended June 30, 2003 
in respect of options granted in the current and prior periods, under SFAS 123 based on the value attributable to 
these options as described above.  Fair value of the options was determined using the Black-Scholes option 
pricing model using the following assumptions for options vesting in the period and those still unvested at June 
30, 2003: No dividends.  The US treasury rate for the period equal to the expected life of the options (2.36%) 
(2002 - 5.00%) was used as the risk-free rate.  The volatility used was 110% (2002 - 1%) The value is also 
recognized over the vesting terms of the options.  The weighted average grant date fair value per option was $0.58 
for the 800,000 options granted during the six months ended June 30, 2003.

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

NOTE 5 - MANAGEMENT FEES



The Company has three (2002 - four) officers, which contribute about one half of their time to the Company.  
Although no cash was paid for their services, the value of their services is estimated at $40,000 per year for each 
officer.  For the six month period ended June 30, 2003 the Company expensed $60,000 (2002 - $80,000) as 
management fees and showed the amount as services contributed to the Company on the Interim Consolidated 
Statements of Capital Deficit.



NOTE 6 - COMMON STOCK



During the six month period ended June 30, 2003 common stock of the Company was issued:



a) on February 28, 2003, a director and officer of the Company exercised 40,000 options at $0.10 per share for 
total cash proceeds of $4,000,



b) on March 3, 2003, a director and officer of the Company exercised 40,000 options at $0.10 per share for total 
cash proceeds of $4,000,



c) on March 3, 2003, directors, officers and consultants exercised 760,000 options at $0.10 per share.  As 
payment, per Section 8 (e) (ii) of the Stock Option Plan As Amended August 26, 2002, 49,500 shares were used as 
payment to the Company in settlement of the option exercise price at the market price of $1.55 per share and the 
Company issued net 710,500 shares to the optionees at a net value of $1,100,550.  As a result of the cashless 
exercise, variable accounting was used to calculate compensation expenses for options granted to employees.  
Under variable accounting, stock option compensation for options to employees was remeasured quarterly until 
such options were exercised, forfeited or expired.  On March 3, 2003, $348,000 was recognized as additional 
compensation expense for 240,000 options exercised by employees on a cashless basis,



d) on April 1, 2003, a consultant of the Company exercised 700 options at $0.50 per share for total cash of $350,



e) on April 9, 2003, a director of the Company exercised 160,000 options at $0.10 per share for cash of $16,000,



f) on May 5, 2003 the Company issued 100,000 restricted shares to an officer of WorldWide Online in 
recognition of his contributions and to provide inducement to continue to serve as an officer of WWO.  These 
shares were expensed at $0.78 per share, being the quoted market value of the Company’s common stock on that 
date, and



g) on May 13, 2003, the Company issued 75,000 restricted shares and warrants to a non- employee of the 
Company in consideration for financial consulting services for a one year period.  These shares were recorded at 
$1.60 per share, being quoted market value of the Company’s common stock on that date for a total of $120,000.  
The warrants are exercisable immediately at $3.18 per share and expire on May 13, 2006.  The fair value of the 
warrants totaling $57,327 was calculated based on an option pricing model.  Compensation costs relating to the 
issuance totaling $177,327 was recognized and is being amortized over the service period.  As at June 30, 2003, 
$155,161 (2002 - $nil) was recorded as prepaid expenses on the balance sheet and $22,166 (2002 - $nil) was 
amortized as consulting fees for the six months ended June 30, 2003 (Note 4 (a)).



-16-

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CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements

June 30, 2003

(In US Dollars)

(unaudited)

NOTE 7 - STATEMENT OF CASH FLOWS

|                                                     | For the six 
months ended
June 30, 2003 | For the six 
months ended
June 30, 2002 (1) | For the six 
months ended
June 30, 2002 (2)
|---------------------------------------------------- | --------------------------------------- | ------------------------------------------- | -------------------------------------------
|CASH PAID FOR:                                       |                                         |                                             |                                            
|Interest                                             | $         6,686                         | $             --                            | $            --                            
|Income taxes                                         | $               --                      | $             --                            | $            --                            
|                                                     |                                         |                                             |                                            
|Non-cash investing and financing activities          |                                         |                                             |                                            
|Stock issued for services                            | $    198,000                            | $             --                            | $             --                           
|Stock option compensation                            | $ 1,141,650                             | $             --                            | $             --                           
|Compensation expense on cashless exercise of options | $    348,000                            | $             --                            | $             --                           
|Warrants issued for consulting services              | $      57,327                           | $             --                            | $             --                           
|Capital leasing of property and equipment            | $      16,274                           | $             --                            | $             --                           

(1) Represents the cash flows of Carmina Technologies Inc. (the successor company).

(2) Represents the cash flows of WorldWide Online Corp. (the predecessor company).



NOTE 8 - SEGMENTED INFORMATION



Operating Segment:

The Company has 2 operating segments, WWO and APM.

|                      | Three months ended June 30, 2003 | Six Months ended June 30, 2003
|--------------------- | -------------------------------- | ------------------------------
|                      |                                  | APM                           
|Revenues              | $                                | 1,781                         
|Depreciation          |                                  | 4,591                         
|Interest 
expense     |                                  | --                            
|Segment loss          |                                  | 142,663                       
|Capital 
expenditures |                                  | 1,696                         
|Segment assets        |                                  |                               



The Company had not acquired the WWO segment and had not generated any sales in APM in the six months 
ended June 30, 2002.



Substantially all of the Company’s sales are to customers based in Canada.  All of the Company’s property and 
equipment are located in Canada.



Major Customers

For the three months ended June 30, 2003, (three months ended June 30, 2002 - nil) 77% of sales were to one 
customer.  For the three months ended June 30, 2002, 11% of WWO sales were to one customer.  69% of sales for 
the first two quarters of 2003 (six months ended June 30, 2002 - nil) were sales to one customer.  During the six 
months ended June 30, 2002, 28% of WWO’s revenue was earned from one customer.



---

-17-

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Item 2.  Management’s Discussion, Analysis and Plan of Operations.



FORWARD-LOOKING STATEMENTS



Certain statements in this Form 10-QSB constitute “forward-looking statements” within the meaning of The 
Private Securities Litigation Reform Act of 1995 (the “Reform Act”).  Such forward-looking statements involve 
known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or 
achievements of our company to be materially different from any future results, performance, or achievements 
expressly stated or implied by such forward-looking statements.  Such factors include, among others, the 
following: force major events, competition, financial and commercial viability, lack of patents, licenses, 
franchises and concessions, and uncertain demand for our products.



The following discussion should be read in conjunction with our financial statements and the related notes that 
appear elsewhere in this quarterly report.



Our interim consolidated financial statements are stated in United States Dollars and are prepared in accordance 
with United States Generally Accepted Accounting Principles.



General - Explanation of Comparative Periods



Our interim consolidated financial statements include Carmina Technologies Inc., as well as our wholly owned 
subsidiaries Carmina Canada Inc. (CCI), Assured Performance Monitoring Inc.(APM) and WorldWide Online 
Corp. (WWO), for the period ended June 30, 2003.  As WWO is considered to be our predecessor business by 
virtue of the acquisition effective October 1, 2002, information and results of operations has been provided for 
each of Carmina and WWO for the comparative three months ended and six months ended June 30, 2002.



For the three months ended June 30, 2003 and 2002, the following discussion relates to the interim 
consolidated operations of Carmina Technologies and WWO:



Results of Operations



We incurred a net loss of $916,537 during the three month period ended June 30, 2003 compared with a loss of 
$399,330 during the three month period ended June 30, 2002.  WWO’s net income for the three months ending 
June 30, 2002 was $24,870.



Revenues



Consolidated gross revenues for the three months ended June 30, 2003 increased to $338,596 from $nil compared 
to the three months ended June 30, 2002.  WWO’s revenues for the three months ended June 30, 2002 were 
$331,196.  The 2003 increase in consolidated revenue was a result of the acquisition of WWO, effective October 
1, 2002.  APM generated revenues of $1,781 for the three months ended June 30, 2003.  WWO experienced a 
modest increase in revenue to $336,815 for the three months ended June 30, 2003 over 2002.  Revenue was 
earned in 2002 from a number of customers while 77% of revenue earned in 2003 was in respect of a contract 
with the Toronto Real Estate Board (“TREB”) for the sale of computer hardware and to provide maintenance 
services.



Gross Profit



Total costs of revenue were $289,612 (including depreciation and amortization of $2,832), leaving a gross profit 
of $48,984 (14%) for the three months ended June 30, 2003, compared to a gross profit of $nil for the three 
months ended June 30, 2002. WWO’s gross profit for the three months ended June 30, 2002 was $63,689 (19%).



-18-

---



The weakening in gross profit for the three months ended June 30, 2003 is primarily due to a change in sales mix 
whereby a greater percentage of revenue was generated by lower margin hardware revenue as opposed to higher 
margin hosting and consulting activities.



General and administrative expenses



For the three months ended June 30, 2003, general and administrative expenses totaled $760,666 compared to 
consolidated $160,376 and WWO’s $27,145 for the three months ended June 30, 2002.  In the three months 
ended June 30, 2003, general and administrative expenses include the recognition of expenses related to the 
issuance of common shares to an employee and a consultant totaling $92,996 and $510,845 in respect of 
compensation related to stock options and warrants.  Minimal expenses were incurred in the comparative period 
in 2002 ($13,300) and result from us commencing activity upon completion of our acquisitions later in 2002.  
Despite the fact that we did not grant a significant number of options in the current quarter, our financial 
statements continue to reflect the effects of stock option compensation for options granted in previous periods due 
to vesting periods.  As well, our decision (pursuant to our Option Plan) to allow certain option holders to exercise 
options on a cashless basis results in variable accounting being applied to our employee options.  Under variable 
accounting, we will continue to recognize stock option compensation on such employees options until the options 
are exercised, forfeited or expire.



Selling and marketing expenses



Selling and marketing expenses were $181,695 for the three months ending June 30, 2003 compared to $nil for 
the consolidated total and $10,977 for WWO during the three months ended June 30, 2002.  Although APM 
generated only $1,781 in sales revenue during the period, APM incurred $107,490 of expenses to promote its 
products.  Our marketing activities for the quarter included hiring additional sales staff, travel to trade shows and 
web-based advertising.



Research and development



During the first quarter of 2003 the first working model of our products were delivered to prospective customers 
and we have expensed an additional $10,692 (2002 - $nil) during the three months ended June 30, 2003.  
Research and development activities were largely consummated upon completion of acquisitions of APM and 
WWO in 2002



Other income/expenses



Net other expenses for the three months ended June 30, 2003 was $6,318 compared to net other expenses of 
$238,219 in 2002 and to $349 of net other income in WWO for the comparative period in 2002.  The decline in 
2003 is primarily due to there being a significant write-down of uncollectiblilty in 2002 in advances made to 
TravelActive.com Marketing Inc. of $213,461.  As well, our marketable securities (which are carried at market 
value) were written down by $2,298 in 2003 compared to a write-down of $24,738 as the market price of these 
securities continues to decline.



For the six months ended June 30, 2003 and 2002, the following discussion relates to the interim consolidated 
operations of Carmina Technologies and WWO:



Results of Operations



We incurred a net loss of $2,124,835 during the six month period ended June 30, 2003 compared with a loss of 
$534,325 during the six month period ended June 30, 2002, WWO’s net income for the six months ending June 
30, 2002 was $14,733.

-19-

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Revenues



Consolidated gross revenues for the six months ended June 30, 2003 increased to $495,788 from $nil compared to 
the consolidated six months ended June 30, 2002.  WWO’s revenues for the six months ended June 30, 2002 were 
$539,877.  The 2003 increase in consolidated revenue was a result of the acquisition of WWO, effective October 
1, 2002.  APM generated revenues of $1,781 for the six months ended June 30, 2003.  WWO experienced a net 
decrease in revenue to $494,007 for the six months ended June 30, 2003 from $539,877 during the six months 
ended June 30, 2002 to some extent due to a softening of the managed service provider sector.  The decline in 
sales due to the softening managed service provider sector was mitigated by a large sale made to TREB in the 
second quarter of 2003.  Sales to this customer in the six months ended June 30, 2003 represented 69% of total 
revenue, whereas the largest customer of WWO in 2002 represented approximately 28% of revenue.



Gross Profit



Total costs of revenue were $413,629 (including depreciation and amortization of $5,462), leaving a gross profit 
of $82,159 (17%) for the six months ended June 30, 2003, compared to a gross profit of $nil for the three months 
ended June 30, 2002.  WWO recorded total costs of revenue of $437,016 and a gross profit of $102,861(19%) for 
the six months ended June 30, 2002.  The weakening in gross profit for the six months ended June 30, 2003 is 
primarily due to a change in sales mix whereby a greater percentage of revenue was generated by lower margin 
hardware revenue as opposed to higher margin consulting and hosting activities.



General and administrative expenses



For the six months ended June 30, 2003, general and administrative expenses totaled $1,896,232 compared to 
consolidated $267,114 for June 30, 2002 and WWO’s $52,863 for the six months ended June 30, 2002.  In the six 
months ended June 30, 2003, general and administrative expenses include the recognition of expenses related to 
the issuance of common shares to an employee and a consultant totaling $92,996 and $1,496,820 in respect of 
compensation related to stock options and warrants.  Minimal such expenses were incurred in the comparative 
period in 2002 and result from us commencing activity upon completion of our acquisition later in 2002.  Despite 
the fact we did not grant a significant number of options in the current quarter, our financial statements continue 
to reflect the effects of stock option compensation for options granted in previous periods due to vesting periods.  
As well, our decision (pursuant to our Stock Option Plan) to allow certain option holders to exercise options on a 
cashless basis results in variable accounting being applied to our employee options.  Under variable accounting, 
we will continue to recognize stock option compensation on such employee options until the options are 
exercised, forfeited or expire.



Selling and marketing expenses



Selling and marketing expenses were $256,095 for the six months ending June 30, 2003 compared to $nil for the 
consolidated total and $34,202 for WWO during the six months ended June 30, 2002.  Although APM generated 
only $1,781 in sales revenue during the period, APM incurred $148,357 of expenses to promote its products.  Our 
marketing activities for the six months ended June 30, 2003 included hiring additional sales staff, travel to trade 
shows and web-based advertising.



Research and development



During the first quarter of 2003 the first working model of our products were delivered to prospective customers 
and we have expensed $35,562 (2002 - $321) during the six months ended June 30, 2003.  Research and 
development activities were largely consummated upon completion of acquisitions of APM and WWO in 2002.



-20-

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Other income/expenses



Net other expenses for the six months ended June 30, 2003 was $7,903 compared to net other expenses of 
$265,435 in 2002 and to $856 of net other income in WWO for the comparative period in 2002.  The decline in 
2003 is primarily due to there being a significant write-down of uncollectiblilty in 2002 in advances made to 
TravelActive.com Marketing Inc. of $213,461.  As well, our marketable securities (which are carried at market 
value) were written down by $2,298 in 2003 compared to a write-down of $49,394 as the market price of these 
securities continues to decline.



Liquidity and Capital Resources



We have continued to finance our activities primarily through the issuance and sale of securities and advances 
from a major shareholder.  We have incurred recurring losses since inception and our current liabilities exceed our 
current assets.  As of June 30, 2003 we had an accumulated deficit of $5,800,171 and a working capital deficiency 
of $1,072,539 (including $852,645 due on a non-interest bearing basis to Rhonda Corporation, a significant 
stockholder).



Our cash position at June 30, 2003 was $8,169 compared to $42,930 at December 31, 2002.  This decrease was 
due to the following:



Cash used in operating activities was $289,546 for the six months ended June 30, 2003.  Our 2003 net loss 
includes non-cash charges of $16,664 for depreciation, $92,996 for shares issued for consulting and employee 
services, $60,000 for services contributed by officers and $1,496,820 for compensation expense on exercise and 
outstanding options and warrants.  Additionally, to help manage our cash, we increased our accounts payable and 
accrued liabilities by $181,590 over December 31, 2002.  Cash used in operating activities for the six months 
ended June 30, 2002 was $190,116, largely consisting of cash paid expenses incurred in the first six months of 
2002.  Cash used by WWO in the six months ended June 30, 2002 was $64,936 consisting of the loss for the 
period as adjusted for an increase in unpaid sale at that date of $133,945 offset by an increase in accounts payable 
of $60,387.



Investing activities consisted of cash purchases of property and equipment of $15,144 compared to cash purchases 
of $12,509 in 2002.  WWO purchased $12,127 of property and equipment during the comparable period in 2002, 
but sold certain property and equipment for proceeds of $4,275.



Financing activities consisted of advances from Rhonda Corporation of $288,146, capital lease payments of 
$11,480 and $24,350 from the issuance of 240,700 shares of common stock on exercise of stock options.  An 
additional 710,500 common shares were issued on exercise of 760,000 options on a cashless basis pursuant to our 
stock option plan, 100,000  shares were issued as a bonus to an officer for his contributions to our company and 
75,000 for financial consulting.  During the six months ended June 30, 2002, we borrowed $190,573 from related 
parties, primarily Rhonda Corporation.  Financing activities by WWO for the comparable period in 2002 were 
relatively insignificant.



Continuing Operations



We will continue our plans to focus on rolling out applications of APM’s technology to industry and 
governmental regulatory bodies in the public health and safety field.  Industries such as transport and food 
processing that are subject to regulatory reporting requirements will also be targeted.  Opportunities to incorporate 
customized appliances based on the GC2000 platform, developed in 2001, as a key component of APM’s services 
will be sought.



-21-

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The tentative minimum budget for the next 12 months is, in order of priority:



|Customization and packaging of intellectual property | $100,000  
|---------------------------------------------------- | ----------
|Future acquisitions  (1)                             | $200,000  
|General and administrative costs                     | $800,000  
|                                                     | $1,100,000

(1) These estimated expenditures are to identify and negotiate the potential acquisitions of businesses that 
complement the current operations of our Company.



Any additional capital required will be raised primarily through the private placement of our securities.  
Management anticipates that financing of this budget can be arranged with existing shareholders and from the sale 
of marketable securities.  Should the required financing not be forthcoming we would face liquidation.



Upon additional funding becoming available, they will be directed toward developing and growing of APM’s 
business.



We do not anticipate making any significant purchases of plant or equipment.  We do anticipate the addition of 
three sales and five technical staff during the latter half of 2003.



The remaining portion of 2003 and 2004 will be challenging.  The ability to expand our market of the Assur 
products is dependent on additional financing which, in the current economic climate, may not be available.  No 
forecast of commercial revenue is possible at this time.



There is substantial doubt about our ability to continue as a going concern as the continuation of our business is 
dependent upon obtaining further financing, successful and sufficient market acceptance of our current service 
offerings and any new service offerings that we may introduce, the continuing successful development of our 
service offerings and related technologies, and, finally, achieving a profitable level of operations. The issuance of 
additional equity securities by us could result in a significant dilution in the equity interests of our current 
stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities 
and future cash commitments.



There are no assurances that we will be able to obtain further funds required for our continued operations. We are 
pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be 
no assurance that additional financing will be available to us when needed or, if available, that it can be obtained 
on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will 
not be able to meet our other obligations as they become due.



Due to the uncertainty about our ability to continue as a going concern, in their report on the annual consolidated 
financial statements for the year ended December 31, 2002, our independent auditors included an explanatory 
paragraph regarding concerns about our ability to continue as a going concern.  Our consolidated financial 
statements contain note disclosures describing the circumstances that lead to this disclosure by our independent 
auditors.



Critical Accounting Policies



Our interim consolidated financial statements and accompanying notes are prepared in accordance with generally 
accepted accounting principles in the United States.  Preparing interim financial statements requires management 
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. 
These estimates and assumptions are affected by management’s application of accounting policies.  We believe 
that understanding the basis and nature of the estimates and assumptions involved with the following aspects of 
our interim consolidated financial statements is critical to an understanding of our financials.



-22-

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Information summarizing certain of our company’s significant accounting policies follows.



Revenue Recognition

We recognize revenue from hosting and access services as the services are performed, generally on a straight-line 
basis over the hosting contracts.  Deferred revenue results from amounts received for co-location and bandwidth 
services as well as web hosting services prior to the revenue being earned.  Consulting revenue is recognized as 
the services are performed.  Sales of hardware are recognized as revenue on the date the products are delivered to 
the customers’ premises, at which time title to the hardware transfers to the purchaser.



Software Development Costs

We follow the provisions of SFAS No. 2 in recording research and development expenses related to their online 
services.  Under SFAS No. 2, all such expenses are charged to the Statement of Operations as incurred.  In 
accordance with SFAS No. 86, Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise 
Marketed, development costs incurred in the research and development of products containing the our software 
development costs incurred in the development of software are expensed as incurred until technological feasibility 
in the form of a working model has been established and after the product is available for general release to the 
customer.



Going Concern

Our interim consolidated financial statements are prepared using generally accepted accounting principles 
applicable to a going concern which contemplates the liquidation of assets and satisfaction of liabilities and 
commitments in the normal course of business.  The ability of our company to continue as a going concern is 
dependent upon its ability to successfully accomplish it’s plans, secure sources of financing and attain profitable 
operations which raises substantial doubt about our ability to continue as a going concern.  The accompanying 
interim financial statements do not include any adjustments relating to the recoverability and classification of 
recorded asset amounts and classification of liabilities that might be necessary if the Company is unable to 
continue as a going concern.



Risk Factors



Much of the information included in this quarterly report includes or is based upon estimates, projections or other 
“forward-looking statements”.  Such forward-looking statements include any projections or estimates made by us 
and our management in connection with our business operations.  While these forward-looking statements, and 
any assumptions upon which they are based, are made in good faith and reflect our current judgement regarding 
the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, 
predictions, projections, assumptions or other future performance suggested herein.  We undertake no obligation 
to update forward-looking statements to reflect events or circumstances occurring after the date of such 
statements.



Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as 
outlined below.  We caution readers of this quarterly report that important factors in some cases have affected 
and, in the future, could materially affect actual results and cause actual results to differ materially from the 
results expressed in any such estimates, projections or other “forward-looking statements”.  In evaluating us, our 
business and any investment in our business, readers should carefully consider the following factors.



We have a history of net losses and a lack of established revenues and as a result we expect to incur net losses in 
the future.  We have had a history of losses and expect to continue to incur losses, and may never achieve or 
maintain profitability. We have incurred losses since we began operations, including a loss of $2,124,835 for the 
six-months ended June 30, 2003. As of June 30, 2003, we have an accumulated deficit of $5,800,171. Our ability 
to achieve profitability in the future will depend upon our ability to complete the development of our products, 
create a customer base, increase our market presence and enhance and maintain our proprietary technology. To



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achieve these goals, we will need to increase spending on marketing, technology, product development and other 
operating costs. We expect to have net losses and negative cash flow and expect to spend significant amounts of 
capital to enhance our services and technologies and fund research and development. As a result, we will need to 
generate significant revenue to break even or achieve profitability. Even if we do achieve profitability, we may 
not be able to sustain or increase profitability on a quarterly or annual basis. If we do not achieve and maintain 
profitability, the market price for our common stock may decline, perhaps substantially.



Although we anticipate that we will be able to generate revenues, we also expect that development costs and 
operating costs will increase as well. Consequently, we expect to incur operating losses and negative cash flow 
until our existing services gain sufficient market acceptance to generate a commercially viable and sustainable 
level of sales which are expected by 2004, and/or additional services are developed and commercially released 
and sales of such services made so that we are operating in a profitable manner.  To the extent that such expenses 
are not followed in a timely manner by increased revenues, our business, results of operations, financial condition 
and prospects would be materially adversely affected.



Need for Outside Financing; Business and Product Development.  To date, we have had negative cash flows from 
operations and have depended on sales of our common stock to meet cash requirements.  We will continue to 
require additional funding to carry out our business plan.  While we will seek to raise the needed funds through 
either private placements or a secondary offering, there is no assurance that the required financing can be obtained 
on terms favorable to the existing shareholders, or that financing can be obtained at all.  Absent such additional 
financing, the successful operation of our Company, as well as development and marketing of our products, may 
not be viable.



Competition.  Because of the nature of our business and the lack of barriers preventing competitors from entering 
the market, competition may become intense amongst competing monitoring systems.  Competitors may have 
longer operating histories, greater name recognition and greater financial, technical and marketing resources and 
thus, may be able to adopt more aggressive pricing policies, respond to new technologies, industry standards and 
customer demands, expand globally and make more attractive offers to potential employees and consultants.



Lack of Patent Protection.  Due to the nature of the APM products, we do not have patent protection on these 
products and services.  There are limited barriers to prevent other companies entering  the market with competing 
products and services.  Where possible, we will seek to obtain appropriate patents on patentable intellectual 
property developed in the future.  Should we fail to obtain such patents our ability to be competitive in the 
marketplace will be adversely affected.



Uncertainty as to Future Profitability.  There is no assurance that we will be able to sell our products and services 
at a profit, given the competitive nature of the business sector in which it is involved.



Quality of Marketing and Service.  Should we not provide the quality of marketing and service which we propose 
to provide, our business will lack the competitiveness required to allow us to be viable.



Loss of Services of Key Employees.  Our key personnel include John Alston (President and Chief Executive 
Officer), Glen Alston (Chief Financial Officer), and Stephen Kohalmi (Director of Technology).   The loss of the 
services of any of the above mentioned or other key employees, or the services of any future key employees for 
any reason may have a materially adverse effect on our prospects.  There can be no assurance that we would be 
able to find a suitable replacement in the event that the services of any of these key employees, or of a future key 
employee, is lost.  Furthermore, we do not presently maintain "key man" life insurance on the lives of our key 
personnel.  We rely upon the continued service and performance of a relatively small number of key senior 
management personnel, and our future success depends on our retention of these key employees whose 
knowledge of our business and technical expertise would be difficult to replace.  At this time, none of our key 
personnel are bound by employment agreements, and as a result, any of these employees could leave with little or



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no prior notice.  If we lose any of our key personnel, our business may be adversely affected.



If we are unable to hire and retain technical, sales and marketing and operational personnel, our business could be 
materially adversely affected. We intend to hire a significant number of additional personnel, including software 
engineers, sales and marketing personnel and operational personnel in the future. Competition for these 
individuals is intense, and we may not be able to attract, assimilate, or retain additional highly qualified personnel 
in the future. The failure to attract, integrate, motivate and retain these employees could harm our business.



Lack of Minority Shareholder Voting Control.  Due to their ownership of a majority of the shares of our 
company's outstanding common stock, Mr. John M. Alston and a small number of other major shareholders have 
total voting control of our company, including the ability to elect all of our directors, who in turn elect all 
executive officers, without regard to the votes of other stockholders.



Infringement by our services on other intellectual property.  Our services may inadvertently infringe upon the 
intellectual property rights of others, and resulting claims against us could be costly and require that we enter into 
disadvantageous license or royalty arrangements. The software industry is characterized by the existence of a 
large number of patents and frequent litigation based on allegations of patent infringement and the violation of 
intellectual property rights. Although we attempt to avoid infringing known proprietary rights of third parties, we 
may be subject to legal proceedings and claims for alleged infringement of third-party proprietary rights, such as 
patents, trade secrets, trademarks or copyrights, from time to time in the ordinary course of business. Any claims 
relating to the infringement of third-party proprietary rights, even if not successful or meritorious, could result in 
costly litigation, divert resources and management's attention or require that we enter into royalty or license 
agreements which are not advantageous to us. In addition, parties making these claims may be able to obtain 
injunctions, which could prevent us from selling our services.



Market for Common Stock.  Our common stock is quoted on the Bulletin Board of the National Association of 
Securities Dealers, Inc. (the "OTCBB").  Any market price for shares of our common stock is likely to be very 
volatile, and numerous factors beyond our control may have a significant effect.  In addition, the stock markets 
generally have experienced and continue to experience, extreme price and volume fluctuations which have 
affected the market price of many small capital companies and which have often been unrelated to the operating 
performance of these companies. These broad market fluctuations, as well as general economic and political 
conditions, may adversely affect the market price of our common stock in any market that may develop.



Risks of "Penny Stock".  Our common stock may be deemed to be "penny stock" as that term is defined in Reg. 
Section 240.3a5l-l of the Securities and Exchange Commission.  Penny stocks are stocks:  (i) with a price of less 
than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not 
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) 
above); or (iv) in companies with net tangible assets less than $2,000,000 (if our company has been in continuous 
operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with 
average revenues of less than $6,000,000 for the last three years.



Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg. Section 240.15g-2 of the Securities 
and Exchange Commission require broker-dealers dealing in penny stocks to provide potential investors with a 
document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the 
document before effecting any transaction in a penny stock for the investor's account.  Potential investors in the 
our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are 
deemed to be "penny stock."



Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission requires broker-dealers in penny 
stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that 
investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or



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her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that 
information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient 
knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) 
provide the investor with a written statement setting forth the basis on which the broker-dealer made the 
determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, 
confirming that it accurately reflects the investor's financial situation, investment experience and investment 
objectives. Compliance with these requirements may make it more difficult for investors in our common stock to 
resell their shares to third parties or to otherwise dispose of them.



Possible Future Compensation Arrangements.  If we are successful in developing and marketing our products and 
services, it may be necessary, in order to retain qualified management and directors, to enter into arrangements 
and agreements which will allow officers and directors to participate in retirement, deferred compensation and 
other financial plans, although such arrangements and agreements are not determined at this time.



Inability to protect any proprietary technology and intellectual property rights against infringement and any 
related litigation could be time-consuming and costly .Our success and ability to compete depend to a significant 
degree on the proprietary technology. If any of our competitors copies or otherwise gains access to the proprietary 
technology or develops similar technology  independently, we would not be able to compete as effectively. We 
also consider our service marks invaluable to our ability to continue to develop and maintain the goodwill and 
recognition associated with our brand. The measures we take to protect the proprietary technology and other 
intellectual property rights, which presently are based upon a combination of copyright, trade secret and 
trademark laws, may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may 
provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or 
protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in 
substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our 
intellectual property, other persons may bring claims against us that we have infringed on their intellectual 
property rights, including claims based upon the content we license from third parties or claims that our 
intellectual property right interests are not valid. Any claims against us, with or without merit, could be time 
consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill 
associated with our service marks or require us to make changes to our websites or other of our technologies.





Item 3- Controls and Procedures.



As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, we 
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and 
procedures.  This evaluation was carried out under the supervision, and with the participation of management, 
including the President.  Based upon that evaluation, the President concluded that our disclosure controls and 
procedures are effective.  There have been no significant changes in our internal controls or in other factors, 
which could significantly affect internal controls subsequent to the date we carried out the evaluation.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information 
required to be disclosed in our reports filed or submitted under the Exchange Act of 1934 is recorded, processed, 
summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules 
and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to 
ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and 
communicated to management, including the President and Chief Executive Officer as appropriate, to allow 
timely decisions regarding the required disclosure.

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Part II



Item 1.  Legal Proceedings.



We know of no material, active or pending legal proceedings against our company, nor are we involved as a 
plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, 
officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest 
adverse to our interest.



Item 2. Changes in securities



Recent Sales of Unregistered Securities



On April 1, 2003 a consultant to our company exercised 700 options at $0.50 per share for total cash of $350.  On 
April 9, 2003 a director and officer exercised 160,000 options at $0.10 per share for total cash of $16,000.



On May 5, 2003 an employee of our company was issued 100,000 common shares at a value of $78,000 as 
compensation for his contributions to our company.  The shares were valued at the market based price on the day 
of issuance.



On May 13, 2003 the we issued 75,000 common shares at a value of $1.60 per share and warrants exercisable for 
an equal number of common shares in consideration of financial consulting services.  The warrants are 
exercisable at $3.18 per share and expire May 13, 2006.  The shares were valued at the market based price on the 
day of issuance.



For the above transactions, unless otherwise noted, we relied upon Regulation S Exemption and no state 
exemption, as the recipients are all located in Canada.



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



No matter was submitted to a vote of our shareholders, through the solicitation of proxies or otherwise, during the 
six month period ended June 30, 2003.



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



(a)  The following documents are filed as part of this Report:



1.   Exhibits required to be filed by Item 601 of Regulation S-B.  Exhibits 99.1, 99.2 are filed 
herewith.



All other exhibits are incorporated by reference as  indicated below.



Exhibit No.

Exhibit Description

(2)

Agreement of Exchange (incorporated herein by reference to Exhibit 2 of 
the report on Form 10-SB12G/A filed 23 March 2001, file No. 1.000-
30685)



(3)(i)

Restated Articles of Incorporation of the Registrant (incorporated

herein by reference to Exhibit 3 of the report on Form 10-SB12G/A of file 
No. 1.000-30685.  (Note no By-Laws created)



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(10)

Stock Option Plan, As Amended August 26, 2002 (incorporated herein by 
reference to Exhibit 10 of the report on Form 10-KSB file No. 1.000-30685 
filed on May 9, 2003).



(31)

Certifications pursuant to Section 302



(32)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





(b)  Reports on Form 8-K



None





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has 
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CARMINA TECHNOLOGIES INC.







By:     ___/s/John M. Alston______                                                                               
Date:    August 19, 2003

John M. Alston, President,

Chief Executive Officer and Director



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EXHIBIT 31

CERTIFICATIONS

I, John M. Alston, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of Carmina Technologies Inc., and subsidiaries;



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 
Carmina Technologies Inc. as of, and for, the periods presented in this quarterly report;



4. Carmina Technologies Inc.’s other certifying officers and I are responsible for establishing and maintaining 
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal 
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Carmina 
Technologies Inc. and have:



a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to Carmina Technologies Inc., 
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) designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles;



c) evaluated the effectiveness of the Carmina Technologies Inc.’s disclosure controls and procedures and 
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of 
the end of the period covered by this quarterly report based on such evaluation; and



d) disclosed in this report any change in Carmina Technologies Inc.’s internal control over financial reporting 
that occurred during Carmina Technologies Inc.’s most recent fiscal quarter that has materially affected, or is 
reasonably likely to materially affect, Carmina Technologies Inc.’s internal control over financial reporting; 
and



5. Carmina Technologies Inc.’s other certifying officers and I have disclosed, based on our most recent evaluation 
of internal control over financial reporting, to Carmina Technologies Inc.’s auditors and the audit committee of 
Carmina Technologies Inc.’s board of directors (or persons performing the equivalent functions):



a) all significant deficiencies and material weaknesses in the design or operation of internal controls over 
financial reporting which are reasonably likely to adversely affect Carmina Technologies Inc.’s ability to 
record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have a significant 
role in Carmina Technologies Inc.’s internal controls over financial reporting.



Date: August 19, 2003

/s/ JOHN M. ALSTON

John M. Alston,

President and Chief Executive Officer

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I, Glen R. Alston, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of Carmina Technologies Inc., and subsidiaries;



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 
Carmina Technologies Inc. as of, and for, the periods presented in this quarterly report;



4. Carmina Technologies Inc.’s other certifying officers and I are responsible for establishing and maintaining 
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal 
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Carmina 
Technologies Inc. and have:



a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to Carmina Technologies Inc., 
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) designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles;



c) evaluated the effectiveness of the Carmina Technologies Inc.’s disclosure controls and procedures and 
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of 
the end of the period covered by this quarterly report based on such evaluation; and



d) disclosed in this report any change in Carmina Technologies Inc.’s internal control over financial reporting 
that occurred during Carmina Technologies Inc.’s most recent fiscal quarter that has materially affected, or is 
reasonably likely to materially affect, Carmina Technologies Inc.’s internal control over financial reporting; 
and



5. Carmina Technologies Inc.’s other certifying officers and I have disclosed, based on our most recent evaluation 
of internal control over financial reporting, to Carmina Technologies Inc.’s auditors and the audit committee of 
Carmina Technologies Inc.’s board of directors (or persons performing the equivalent functions):



a) all significant deficiencies and material weaknesses in the design or operation of internal controls over 
financial reporting which are reasonably likely to adversely affect Carmina Technologies Inc.’s ability to 
record, process, summarize and report financial information; and



b) any fraud, whether or not material, that involves management or other employees who have a significant 
role in Carmina Technologies Inc.’s internal controls over financial reporting.



Date: August 19, 2003

/s/ GLEN R. ALSTON

Glen R. Alston,

Chief Financial Officer

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EXHIBIT 32



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 
OF THE SARBANES-OXLEY ACT OF 2002.



In connection with the Quarterly Report of Carmina Technologies Inc. (the "Company") on Form 10-QSB for the 
quarter ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the 
"Report"), I, John M. Alston, President and Chief Executive Officer of the Company, certify, pursuant to 18 
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of 
my knowledge and belief:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and



(2) The information contained in the Report for the quarter ended June 30, 2003 fairly presents, in all material 
respects, the financial condition and results of operations of the Company in accordance with such requirements.







/s/ John M. Alston

John M. Alston

President and Chief Executive Officer

August 19, 2003







CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 
OF THE SARBANES-OXLEY ACT OF 2002.



In connection with the Quarterly Report of Carmina Technologies Inc. (the "Company") on Form 10-QSB for the 
quarter ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the 
"Report"), I, Glen R. Alston, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, 
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and 
belief:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and



(2) The information contained in the Report for the quarter ended June 30, 2003 fairly presents, in all material 
respects, the financial condition and results of operations of the Company in accordance with such requirements.





/s/ Glen R. Alston

Glen R. Alston

Chief Financial Officer

August 19, 2003

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CARMINA TECHNOLOGIES INC.

CORPORATE INFORMATION



|BOARD OF DIRECTORS
JOHN M. ALSTON, B.Sc. P.Geol.
President and Chief Executive Officer

BERNARD BENNING, M.Ed., M.B.A., C.M.A., *
VP Corporate Development, Bow Valley College

RICHARD M. DAY, BS, JD, *
Owner and Officer, American Registrar and Transfer Co.

STEPHEN KOHALMI, B.Sc.
Director of Technology

THOMAS W. WHITTINGHAM, B.Sc. *
Business Consultant

* Audit Committee, Compensation Committee and 
Nominating Committee

OFFICERS AND KEY PERSONNEL
JOHN M. ALSTON, B.Sc. P.Geol.
President and Chief Executive Officer

GLEN R. ALSTON, B.Comm
Treasurer and Chief Financial Officer

ROBERT d’ARTOIS, CAAP
Vice-President

STEPHEN KOHALMI, B.Sc.
Director of Technology

THERESE JOHNSON, CMA
Corporate Secretary | TRANSFER AGENT
AMERICAN REGISTRAR AND TRANSFER CO.
P.O. Box 1798
Salt Lake City, Utah 54110

AUDITORS
BDO DUNWOODY LLP
#1500, 800 - 6 Avenue, SW
Calgary, Alberta T2P 3G3

BANKERS
ZIONS BANK
310 South Main
Broadway Office
Salt Lake City, Utah 84101

ROYAL BANK OF CANADA
355 - 8 Avenue, SW
Calgary, Alberta T2P 2N5

INVESTOR CONTACT
ROBERT d’ARTOIS
Toll Free: 1-800-793-8370
Telephone: (403) 269-5369
Facsimile: (403) 261-2866
E-Mail:
invest@carminatech.com

HEAD OFFICE
CARMINA TECHNOLOGIES, INC.
#810, 540 - 5th Avenue SW,
Calgary, Alberta T2P 0M2
Toll Free: 1-800-793-8370
Telephone: (403) 269-5369
Facsimile: (403) 261-2866
E-Mail:
info@carminatech.com
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