U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------

FORM 10Q-SB

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

For the quarterly period ended March 31, 2003
Commission File No. 2-67918

Mikros Systems Corporation and Subsidiaries
-------------------------------------------
(Exact Name of Small Business Issuer as Specified
 in its Charter)

Delaware				14-1598200
--------				----------
(State of Other Jurisdiction	(I.R.S. Employer
 of Incorporation or Organization) Identification No.)

707 Alexander Road, Building Two, Suite 208,
Princeton, New Jersey 08540
-------------------------------------------
(Address of Principal Executive Offices)

609-987-1513
------------
(Issuer's Telephone Number, Including Area Code)

-------------------------------------------------
(Former Address, If Changed Since Last Report)

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

Yes: ___X___      No:_______

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of March 31, 2003:

Class                           Number of Shares
-----                           ----------------
Common Stock, Par Value $.01      31,566,753

Transitional Small Business Disclosure Format (check one):

Yes:___X___        No:________






TABLE OF CONTENTS

PART I. CONSOLIDATED FINANCIAL STATEMENTS    PAGE #

Item 1. Consolidated Financial Statement             3

	CONDENSED CONSOLIDATED BALANCE SHEET
	As of March 31, 2003                              4

    	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Three Months Ended
       March 31, 2003 and 2002                                  6

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	 For the Three Months Ended March 31,
        2003 and 2002                                                  7

	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
       STATEMENTS                                                    8

 Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of
	  Operations                                     11

	  Results of Operations         13

	  Liquidity and Capital Resources 13

PART II  OTHER INFORMATION

	   Item 5.  Other Information           15

	   Item 6.  Exhibits and Reports on
		      Form 8-K        15

	   SIGNATURES                                16

          CERTIFICATIONS                                   17




PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements.

Certain information and footnote disclosures required
under accounting principles generally accepted in the
United States of America have been condensed or
omitted from the following financial statements
pursuant to the rules and regulations of the Securities and
Exchange Commission, although Mikros Systems Corporation
(the "Company") believes that such financial disclosures are
adequate to assure that the information presented is not
misleading in any material respect.  The following financial
statements should be read in conjunction with the year-end
financial statements and notes thereto included in the
Company's Annual Report on Form 10K-SB for the fiscal year
ended December 31, 2002.

The results of operations for the interim periods presented
herein are not necessarily indicative of the results to be
expected for the entire fiscal year.





MIKROS SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

				      March 31,
ASSETS				        2003
------ 				--------

CURRENT ASSETS

  Cash					$  49,684
  Other Current Assets		    6,691
					  --------
  TOTAL CURRENT ASSETS		   56,375
   					  --------

FIXED ASSETS

  EQUIPMENT				   67,738
    Less: Accumulated Depreciation (53,527)
					  --------
FIXED ASSETS, NET			   14,211
				        --------
OTHER ASSETS

  Patent Costs, Net                 20,605
                                  --------
                                    20,605
					 --------
TOTAL ASSETS		  	 	$  91,191
                                 =========

  See Accompanying Notes






MIKROS SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)


                                                   March 31,
LIABILITIES AND SHAREHOLDERS' DEFICIENCY              2003
						      ---------
CURRENT LIABILITIES
  Accrued Directors Fees                           $28,074
  Accrued Payroll and Payroll Taxes                 22,289
  Accrued Expenses                                  21,786
  Customer Advances                                 15,000
                                                 ---------
TOTAL CURRENT LIABILITIES                         $ 87,149
                                            --------

COMMITMENTS AND CONTINGENCIES

MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
  par value $.01 per share, authorized 150,000
  shares, issued and outstanding 5,000 shares
  		                                     80,450
			                             -------
SHAREHOLDERS' DEFICIENCY

  Preferred Stock, convertible,
  par value $.01 per share, authorized 2,000,000
  shares, issued and outstanding 255,000 shares
                                                     2,550

  Preferred Stock, Series B convertible, par value
  $.01 per share, authorized 1,200,000 shares, issued
  and outstanding 1,102,433 shares                  11,024

  Preferred Stock, Series D, par value $.01 per
  share, 690,000 shares authorized, issued and
  outstanding                                        6,900

  Common Stock, par value $.01 per share,
  authorized 60,000,000 shares, issued and
  outstanding 31,566,753                           315,668

  Capital in excess of par                      11,418,975
  Accumulated deficit                          (11,831,525)
                                                -----------
TOTAL SHAREHOLDERS' DEFICIENCY                 (    76,408)
                                                -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY  $   91,191
                                               ============

See Accompanying Notes








MIKROS SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


                                  Three Months Ended,
			   March 31, 2003         March 31, 2002
                         ------------------     ----------------
Revenues:
  Royalties            $           -             $  21,945
  Contract Revenues                -		            -
                        -------------             ------------
Total Revenues			     -	               21,945
			  -------------             ------------
Cost of Sales:
Contract Cost                      -                     -
                        -------------              ------------
Total Cost of Sales                -                     -
                        -------------              ------------
Gross Margin                       -                     -
                        -------------              ------------
Expenses:
 General & Administrative     55,366		        46,635
                        -------------              ------------
                              55,366                 46,635
                        -------------              -----------
Net Loss                $    (55,366)            $  (24,690)
                         ============              ============

See Accompanying Notes










MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                 The Three Months Ended
					March 31, 2003         March 31, 2002
                                 ----------------------   ---------------------
Cash Flow From Operating Activities:
   Net Loss                       	  $(55,366)	        $(24,960)
Adjustments to reconcile Net Loss
 Provided By (Used in) Operating
 Activities:
 Depreciation and Amortization	     1,153  	             597
  Net Changes in Operating Assets and
   Liabilities (Increase) Decrease in:
   Accounts Receivable			        -                 18,071
   Receivable Due to Tax Attributes 	    41,661		        -
   Other Current Assets		    (6,191)	            7,840
  Increase (Decrease) in:
   Accrued Payroll and Payroll Taxes	       758	              740
   Accrued Expenses                      12,308  		    12,129
                                       --------     		   --------
 Net Cash Provided By (Used In)
    Operations 			   (5,677)      	    14,687
                                       ---------    	          --------
 Cash Flow From Financing
   Advance from Related Party			 -			129
                                       ---------              ---------

 Net increase (decrease) in cash	    (5,677)   		    14,816
 Cash, beginning of the period            55,361  		    94,252
                                        --------     	  ---------

Cash at the end of the period	         $  49,684    		  $109,068
                                        ========    		  ========

Supplemental Disclosure of Non-Cash Financing Activities:

During 2003 the Company received a contribution of all outstanding
stock of two affiliates.  The Company now controls each of these
companies and has recorded additional paid in capital on this transaction
of $48,704.


See Accompanying Notes







MIKROS SYSTEMS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2003

Note 1 Basis of Presentation:

The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted
pursuant to such rules and regulations.  These financial statements
should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form
10K-SB for the year ended December 31, 2002.

In the opinion of the Company's management the accompanying
unaudited financial statements contain all adjustments,
consisting solely of those which are of a normal recurring
nature, necessary to present fairly its financial position as
of March 31,2003 and the results of its operations and
its cash flows for the three months ended March 31, 2003.

Interim results are not necessarily indicative of results
for the full fiscal year.

The Company's consolidated financial statements have been prepared
assuming that the Company will be able to continue as
a going concern.  The Company has sustained substantial
operating losses in recent years.  In addition, the Company
has used substantial amounts of working capital in its
operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going
concern.  Management's plans and intentions on
the going concern issue are discussed below.  These financial
statements do not include any adjustments that would be
required if the Company were unable to continue as a going
concern.

In order to continue as a going concern, the Company will
need to incur substantial expenditures to develop and market
its commercial wireless communications business. The Company's
ability to continue as a going concern is dependent upon
its ability to generate sufficient cash flows to meet
its obligations as they come due.

The Company is seeking additional financing to fund its operating
and capital requirements through 2003.  If cash flows are
insufficient or the Company is unable to raise funds on
acceptable terms, there would be a material adverse effect on
the Company's financial position and operations and its ability
to continue as a going concern.  This would force the Company
to further reduce its expenditures, reduce its workforce, sell
certain assets or possibly explore additional alternatives
including seeking bankruptcy protection.  The Company cannot
be certain that additional debt or equity financing will be
available when required or, if available, that it can secure
it on terms satisfactory to the Company.

In view of these matters, realization of a major portion
of the assets in the accompanying business sheet is
dependent upon continued operations of the Company, which
in turn is dependent on the Company being able to obtain
financing and/or equity capital to support further

development for its commercial wireless business and
continuing operations.  Management believes that actions
presently being taken to revise the Company's operating
and financial requirements provide the opportunity to
continue as a going concern.

Note 2  Principles of Consolidation

In January 2003 certain of the Company's stockholders
Contributed their ownership interests in Mobile Broadcasting
Corporation (MBC) and Data Design and Development (3D) to the
Company, making each entity a wholly owned subsidiary of Mikros
Systems Corporation.  Accordingly, the 2003 financial statements
Include the accounts of the Company, MBC and 3D.  All intercompany
Balances and transactions have been eliminated in the consolidation.

The 2002 information includes only the accounts of Mikros Systems
Corporation. Proforma information for 2002 has not been presented
because the transaction described above was not deemed significant
to warrant such presentation.






Note 3  Stockholder's Equity:

MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
----------------------------------------------------

The Series C Preferred Stock, was issued in 1988 in order
to satisfy notes payable and other trade accounts payable
pursuant to a debt restructuring. The Series C Preferred
Stock is not convertible into any other class of the Company's
stock and is subject to redemption at the Company's option at
any time and redemption is mandatory if certain events occur,
such as capital reorganizations, consolidations, mergers,
or sale of all or substantially all of the Company's
assets. Upon any liquidation, dissolution or winding up
of the Company, each holder of Series C Preferred Stock
will be entitled to be paid, before any distribution or
payment is made upon any other class of stock of the Company,
an amount in cash equal to the redemption price for each
share of Series C Preferred Stock held by such holder,
and the holders of Series C Preferred Stock will not
be entitled to any further payment. The redemption price
per share is $16.09.


SERIES B CONVERTIBLE PREFERRED STOCK
------------------------------------

The Series B Preferred Stock, was issued in 1988 in
order to satisfy notes payable and other trade accounts
payable pursuant to a debt restructuring.  Each share
of Series B Preferred Stock is convertible into three
shares of the Company's common stock at a price of $.33
per share of common stock to be received upon conversion
and entitles the holder thereof to cast three votes on
all matters to be voted on by the Company's Shareholders.
Upon any liquidation, dissolution, or winding up of the
Company, each holder of Series B Preferred Stock will be
entitled to be paid, after all distributions of payments
are made upon the Series C Preferred Stock and before
any payment is made upon the Company's Convertible
Preferred Stock, an amount in cash equal to $1.00 for each
share of Series B Preferred Stock held, and such holders
will not be entitled to any further payment.


SERIES D PREFERRED STOCK
------------------------

The Series D Preferred Stock was issued in 1993 in order
to partially satisfy notes payable and accrued interest
thereon pursuant to a debt restructuring.  The Series D
Preferred Stock provides for an annual cumulative dividend
of $.10 per share.  The shares are not convertible into
any other class of stock and are subject to redemption
at the Company's option at any time at a redemption price
of $1.00 per share plus all unpaid cumulative dividends.
Upon liquidation, dissolution or winding up of the
Corporation, each holder of Series D Preferred
Stock will be entitled to be paid, after all distributions
or payments are made upon the Corporation's Convertible
Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock, an amount in cash equal to the
Redemption Price for each share of Series D Preferred
Stock held by such holder. The holders of Series
D Preferred Stock will not be entitled to any further
payment.

The Company has neither paid nor declared dividends on
its Common Stock since its inception and does not plan
to pay dividends on its Common Stock in the foreseeable
future.

The Company expects that any earnings which the Company
may realize and which are not paid as dividends to holders
of Preferred Stock will be retained to finance the growth
of the Company.


Note 3  Related Party Transaction:

In January 2003, Paul G. Casner, Thomas Lynch, Thomas J.
Meaney, Wayne E. Meyer and Tom L. Schaffnit each contributed
certain equity interests of Mobile Broadcasting Corporation
and Data Design and Development Corporation to the capital
of the Company.  Upon this contribution, MBC and 3D became
wholly owned subsidiaries of the Company.  These equity
interests were acquired by such individuals from Safeguard
Scientifics (Delaware), Inc. in November 2002.  Each of
Messrs. Casner, Lynch, Meaney, Meyer and Schaffnit is
a Director of the Company.  Mr. Meaney also is President,
Chief Executive Officer and Chief Financial Officer of
the Company.





Item 2.  Management's Discussion and Analysis of
	  Financial Condition and Result of Operations.

Overview

Mikros Systems Corporation was founded in 1978 in Albany,
New York to exploit microprocessor technology developed at
the General Electric Research and Development Center for
the military defense industry.  The Company's headquarters
are located at 707 Alexander Road, Suite 208, Princeton,
New Jersey; telephone (609)987-1513.

The Company supplied technology and products to the Department
of Defense for military applications through March 1998. The
knowledge base and proprietary technology developed
were recognized as applicable to the rapidly expanding
commercial wireless business.

In 1995, the Company decided to also pursue a business
plan which would employ these advanced techniques
to enhance the data transmission rates in the AM and FM
radio spectrum.

In 1996, Safeguard Scientifics (Delaware), Inc., invested
$1 million in Mikros in exchange for 10% ownership in the
Company.  At the same time, Mobile Broadcasting Corporation
(MBC) was created to exploit the AM radio technology,
particularly in mobile or portable platforms such as
automobiles.  Mikros owned a majority interest in MBC,
with the balance of MBC ownership held by Safeguard
Scientifics.

Data Design and Development Corporation (3D) was also
founded in 1996 as part of the Safeguard Scientific
agreement to own the AM and FM technology. 3D licensed
the FM technology rights in North America to Mikros
and the AM technology rights in North America to MBC.
Mikros owned two-thirds  of the equity of 3D, and
Safeguard owned the remaining one-third interest.

In November 2002, Safeguard Scientifics sold its
equity interests in MBC, 3D and the Company to Paul
G. Casner, Thomas Lynch, Thomas J. Meaney, Wayne E.
Meyer and Tom L. Schaffnit, each of whom is a
Director of the Company.  Mr. Meaney also is President,
Chief Executive Officer and Chief Financial Officer
of the Company. Each of such individuals acquired
from Safeguard Scientifics (Delaware), Inc. 382,400
shares of the Company's Common Stock and warrants to
purchase 1,091,800 shares of Common Stock.  In
January 2003, Messrs. Casner, Lynch, Meaney,
Meyer and Schaffnit each contributed the equity
interests of MBC and 3D  to the capital
of the Company.  Upon this contribution, MBC
and 3D became wholly owned subsidiaries of the Company.

In April 1998, the Company sold its military contracts
to an unrelated third party (the Purchaser).  The
Purchaser entered into a royalty agreement with the
Company, and was required to pay a 2% royalty on all
data terminal sets over a four-year period that expired
in April 2002.  In addition, the Purchaser was obligated
to supply $1,000,000 in engineering services to the
Company, which was expended by the end of 1999 on the
AM data program in cooperation with MBC.

Mikros' commercial business assets now consist of
both the original FM technology and the AM Radio
technology. Continued development of the FM technology was
postponed in order to focus on the further development
of the AM Radio technology.

The digital system Mikros developed for AM radio data
transmission allows simultaneous broadcasting of the present
radio signal with a digital signal. The Company believes
that this is accomplished with minimal disturbance to
the existing radio channel. Installation of this
system requires minor modifications to the radio station
transmitter, which the Company believes will not require
new FCC approval since adjacent channel interference is avoided.

The Company developed a business model for the AM technology
during 1999.  This model combined the AM data transmission
technology with the operations of a nationwide or area wide
network of AM radio stations equipped with the minor
modifications to the radio station's transmitter.  Data
could be broadcast from point to multipoint, and the
signal received by a small portable receiver to be
developed based on the prototype used in the Company's
experimental trials.

During 2001, the Company's Board of Directors decided
to explore providing services to the government business
sector in order to further leverage its technical
knowledge base. During its tenure as a supplier of
military applications, Mikros had been successful
in securing a number of governmental contracts.  For
example, Mikros had received over twelve competitive
contract awards through the Small Business Innovative
Research Program.

In May 2002, the U.S. Navy's Dahlgren Division, Naval
Surface Warfare Center (NSWCDD) awarded Mikros a Phase
I SBIR (Small Business Innovative Research) contract.
The contract was valued at $70,000 and represents the
first stage in the development of a Multiple Function
Distributed Test and Analysis Tool (MFDAT).  The MFDAT
project is focused on developing standardized test
equipment and testing processes, using modern artificial
intelligence techniques, to provide a foundation for new,
less manpower-intensive methods of system maintenance,
alignment, fault detection and isolation. The potential
benefits to the U.S. Navy are:  (1) increased readiness
through reduced maintenance downtime of critical systems;
(2) increased system reliability through predictive failure
analysis and proactive remediation; and (3) more efficient and
effective use of technical manpower through increased
automation, distance support, and interactive training.

Mikros, in conjunction with Anteon Corporation, as a
subcontractor, will initially focus on the development of
an intelligent test and maintenance tool for the AN/SPY-1A
AEGIS Radar.  The objective is to develop a "smart" tool
capable of aiding the technician in the troubleshooting, repair,
alignment, and maintenance efforts necessary to keep the SPY-1A
Radar system in peak operating condition, while at the same time,
significantly reducing the downtime currently required for periodic
system alignment and calibration.  Added benefits include a system
measurement data collection capability, and interactive capability
for distance support, and an interactive offline training
capability. In addition this technology is applicable to most
DoD radars such as the SPS-49, SPQ-9B etc.

Mikros' current strategy is to build a core of highly
specialized people to support the government business,
as well as its development in the commercial market.
Mikros believes that there are significant opportunities
for Mikros' technical team to provide support for many
of the larger defense contractors that are required by
law to subcontract a significant portion of their
governmental business to smaller contractors. Mikros
has initiated this strategic plan by contacting various
defense contractors that they have successfully assisted
in the past. There is no assurance that any of the
contemplated services will be established.

In February 2003 Mikros was invited by the Navy to submit
a Phase II proposal for the MFDAT.  The proposal was
submitted on March 10, 2003 for $600,000 of funding
to the Company and an option for additional funding of
$150,000. In addition, in March 2003 the Company was
awarded an option for additional funding of $30,000
on the Phase I contract for MFDAT.

Certain matters discussed in this Form 10-QSB are
"forward-looking statements" intended to qualify for
the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995.  Such
forward-looking statements include, without limitation,
statements regarding technology under development,
strategies and objectives.  The forward-looking
statements include risks and uncertainties, including,
but not limited to, the Company's ability to
continue as a going concern, the need for substantial
financing to continue operations, the anticipated size of
and growth in the markets for the Company's products, the
trends favoring the use of the Company's proposed
commercial products, the anticipated demand for the
Company's new products, the timing of development and
implementation of the Company's new product offerings,
the utilization of such products by the Company's clients
and trends in future operating performance, and other
factors not within the Company's control.  The factors
discussed herein and expressed from time to time in the
Company's filings with the Securities and Exchange Commission
could cause actual results and development to be materially
different from those expressed in or implied by such statements.
The forward-looking statements made herein are only made as
of the date of this report and the Company undertakes no
obligation to publicly update such forward-looking statements
to reflect subsequent events or circumstances.

The discussion and analysis of the Company's financial condition
and results of operations are based upon the Company's condensed
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States.  The preparation of these financial statements requires
management of the Company to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual
results could differ materially from these estimates.  For a
more detailed explanation of judgments made in these areas,
refer to our Annual Report on Form 10-KSB for the year ended
December 31, 2002.


Results of Operations
---------------------

Three Months Ended March 31, 2003

There were no revenues for the first quarter ended March
31, 2003 compared to $21,945 for the same period in 2002. The
2002 revenues represent revenues from an expired royalty
agreement with GAC.

General and Administrative expenses for the quarter ended
March 31, 2003  were $55,366 versus $46,635 in the quarter
ended March 31, 2002.

Net loss for the three months ended March 31, 2003 was
$55,366 versus a net loss of $24,690 for the same period
in 2002.

Liquidity and Capital Resources
-------------------------------

Since its inception, the Company has financed its operations
through debt, private and public offerings of equity
securities and cash generated by operations.

At March 31, 2003, the Company had cash of $49,684. As of
March 31, 2003, the Company had negative working capital of
$30,774.

Net cash used in operating activities was $5,677.
which includes changes in certain of the Company's
operating assets and liabilities and the net loss of the
three months ended March 31, 2003.

In January 2003, Paul G. Casner, Thomas Lynch, Thomas J.
Meaney, Wayne E. Meyer and Tom L. Schaffnit each contributed
certain equity interests of Mobile Broadcasting Corporation
and Data Design (MBC) and Data Design and Development Corporation
(3D) to the capital of the Company.  Upon this contribution, MBC
and 3D became wholly owned subsidiaries of the Company.  These
equity interests were acquired by such individuals from Safeguard
Scientifics (Delaware), Inc. in November 2002.  Each of Messrs.
Casner, Lynch, Meaney, Meyer and Schaffnit is a Director of the
Company.  Mr. Meaney also is President, Chief Executive Officer
and Chief Financial Officer of the Company.  Upon such contribution,
the advances made by MBC to the Company in the aggregate amount
of $48,705 for working capital purposes were settled as an
intercompany account.

Mikros is presently seeking $5,000,000 in financing in order to
implement its business plan.  There is no guarantee that
the Company will be able to obtain the necessary financing
or that the application contemplated will be embraced by
potential users.

The Company intends to continue the development and marketing
of its commercial applications of its wireless communications
technology both directly and through its relationship with
MBC.  In order to continue such development and marketing,
the Company will be required to raise additional funds.
The Company intends to consider the sale of additional debt
and equity securities under appropriate market conditions,
alliances or other partnership agreements with entities
interested in supporting the Company's commercial programs,
or other business transactions which would generate resources
sufficient to assure continuation of the Company's operations
and research programs.  There can be no assurance, assuming the
Company successfully raises additional funds or enters into
business alliances, that the Company will achieve profitability
or positive cash flow.  If the Company is unable to obtain
additional adequate financing or enter into such business
alliances, management will be required to sharply curtail its
operations.  This would force the Company to further reduce
its expenditures, reduce its work force, sell certain assets,
or possibly explore other alternatives including seeking
bankruptcy protection.  Failure to obtain additional
financing on  terms acceptable to the Company may materially
adversely affect the Company's ability to continue as a
going concern.



Item 3.	Controls and Procedures.

a)	Evaluation of disclosure controls and procedures. Based
on his evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934) as of a date within 90 days of the filing
date of this Quarterly Report on Form 10-QSB, the Company's president
(principal executive officer and principal financial officer) has
concluded that the Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and are operating in an effective
manner.

b)	Changes in internal controls.  There were no significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their most recent evaluation.




PART II.  OTHER INFORMATION

Item 5.	Other Information

Item 6.	Exhibits and Reports on Form 8-K

(a)	Exhibits

Exhibit 10.1 - Contribution Agreement dated as of the January 28,
2003 between the Company and Shareholders named therein.
[Incorporated by reference to Exhibit 10.24 to Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2002.]


Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350

(b)	Reports on Form 8-K.

None.






SIGNATURES

In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.

				MIKROS SYSTEMS CORPORATION


DATE:  May 14, 2003     	By:/s/Thomas J. Meaney
			       ----------------------
				President
				(Chief Executive Officer and
                            Chief Financial Officer)



CERTIFICATION

I, Thomas J. Meaney, certify that:
1.	I have reviewed this quarterly report on Form 10-QSB of Mikros Systems
Corporation 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 consolidated financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a)	designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c)	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6.	The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
				____________________________________
Dated:	May 14, 2003     		Thomas J. Meaney,  President
					(Principal Executive Officer and Principal
					Financial Officer)




                                   EXHIBIT 99.1

STATEMENT PURSUANT TO 18 U.S.C. 1350

922:   Pursuant to 18 U.S.C.1350, the undersigned certifies that this
Quarterly Report on Form 10-QSB for the period ended September 30, 2002 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in this report fairly
presents, in all material respects, the financial condition and results of
operations of Mikros Systems Corporation and subsidiaries.


                                By: /s/Thomas J. Meaney
Dated: May 14, 2003                 ----------------------------
                                    Thomas J. Meaney, President,
                                    Chief Executive Officer and
				    Chief Financial Officer


* A signed original of this written statement required by Section
906 has been provided to us and will be retained by us and furnished
to the Securities and Exchange Commission or its staff upon request.