<PAGE>
            U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
                                      20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2003

       [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission File No. 0-26351

                                 IVIDEONOW, INC.
                                 ---------------

                 (Name of Small Business Issuer in its Charter)

              Delaware                                      77-0398908
----------------------------------------           -----------------------------
    (State  or  other  jurisdiction  of                   (I.R.S.  Employer
     incorporation  of  organization                     Identification  No.)

     383 Inverness Parkway, Suite 100, Englewood, Colorado 80112
     ----------------------------------------------------------------------
                      Address of principal executive office

                                 (720) 889-0133
                                 --------------
                            Issuer's telephone number

Check  whether  the  issuer  has (1) filed all reports required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing  requirements  for  the  past  ninety  (90)  days.  Yes  (  X  )  No  ( )

As of March 31, 2003, 25,000,000 shares of Common Stock were outstanding.

<PAGE>


                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)







                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Pages
                                                                                              ------------------

<S>                                                                                                   <C>
PART 1: FINANCIAL INFORMATION

ITEM 1 - Financial Statements

      Independent Accountants' Report                                                                 2

      Condensed Balance Sheet (Unaudited) as of March 31, 2003                                        3

      Condensed Statements of Operations (Unaudited)
            For the Three Months Ended March 31, 2003 and 2002, and
            For the period from January 1, 2002 (Inception) to March 31, 2003                         4

      Condensed Statements of Cash Flows (Unaudited)
           For the Three Months Ended March 31, 2003 and 2002, and
             For the period from January 1, 2002 (Inception) to March 31, 2003                        5

      Selected Information - Substantially All Disclosures Required by Generally
           Accepted Accounting Principles are Not Included                                          6 - 7

ITEM 2 - Management Discussion and Analysis or Plan of Operation                                    8- 10

ITEM 3 - Controls and Procedures                                                                      10

ITEM 6 - Exhibits and Reports on Form 8K                                                            10- 13

</TABLE>



                                        1
<PAGE>



                         INDEPENDENT ACCOUNTANTS' REPORT


May 2, 2003



To The Board of Directors and Stockholders of
iVideoNow, Inc.
Englewood, CO 80112

We have reviewed the accompanying condensed balance sheet of iVideoNow,  Inc. (a
Delaware  Development Stage Company) as of March 31, 2003, the related condensed
statements  of  operations  and the  condensed  statements of cash flows for the
three months  ended March 31, 2003 and 2002,  and for the period from January 1,
2002  (inception)  to  March  31,  2003.  These  financial  statements  are  the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the March 31, 2003 condensed  financial  statements for them to be in
conformity with generally accepted accounting principles in the United States of
America.

Note 16 of the Company's audited  financial  statements as of December 31, 2002,
and for the year then ended  discloses  that the Company has incurred net losses
since inception and has experienced  severe  liquidity  problems.  Our auditor's
report on those financial statements includes an explanatory paragraph referring
to the matters in Note 16 of those  financial  statements  and  indicating  that
these matters raised  substantial  doubt about the Company's ability to continue
as a going concern.  As indicated in Note 6 of the Company's  unaudited  interim
financial  statements as of March 31, 2003, and for the three months then ended,
the Company has not generated any significant revenues and has not completed any
equity,  debt  or  joint  venture   transactions  as  of  March  31,  2003.  The
accompanying interim financial information does not include any adjustments that
might result from the outcome of this uncertainty.



CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
Woodland Hills, California


                                       2
<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)




<TABLE>
<CAPTION>

                                     ASSETS

CURRENT ASSETS
<S>                                                                                                 <C>
       Cash                                                                                         $ 4,537
                                                                                             ---------------

                  Total Assets                                                                      $ 4,537
                                                                                             ===============



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
       Accounts payable                                                                            $ 17,667
                                                                                             ---------------

STOCKHOLDERS' EQUITY
       Preferred stock, par value $.01 per share; 20,000,000 shares
         authorized, 0 shares issued and outstanding                                                      -
       Common stock, par value $.001 per share; 80,000,000 shares
         authorized, 25,000,000 shares issued and outstanding                                        25,000
       Additional paid-in capital                                                                 3,988,253
       Retained (deficit)                                                                        (3,864,455)
       (Deficit) accumulated during development stage                                              (161,928)
                                                                                             ---------------

                  Total Stockholders' Equity (Deficit)                                              (13,130)
                                                                                             ---------------

                  Total Liabilities and Stockholders' Equity (Deficit)                              $ 4,537
                                                                                             ===============

                   See Accompanying Selected Information to Unaudited Condensed Financial Statements
</TABLE>


                                       3
<PAGE>


                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                  For the
                                                                                                period from
                                                                   For the Three Months      January 1, 2002
                                                              Ended March 31,                  (Inception) to
                                                              -------------------------------
                                                                                                 March 31,
                                                                  2003             2002             2003
                                                              --------------  ---------------  ---------------
<S>                                                                   <C>             <C>              <C>
REVENUE                                                       $           -    $           -    $           -
                                                              --------------  ---------------  ---------------

OPERATING EXPENSES
       Professional services                                          8,694           14,474           63,320
       Salaries - Officer                                                 -           11,000           44,000
       Other                                                            542            3,676            3,695
                                                              --------------  ---------------  ---------------

                  Total Operating Expenses                            9,236           29,150          111,015
                                                              --------------  ---------------  ---------------

                  (Loss) Before Other Expenses                       (9,236)         (29,150)        (111,015)

OTHER INCOME (EXPENSE)
       Interest income                                                   15            1,130            3,344
       (Notes receivable)/debt forgiveness                                -                -          (54,257)
                                                              --------------  ---------------  ---------------

                  (Loss) Before Provision for Income Taxes           (9,221)         (28,020)        (161,928)

(PROVISION) FOR INCOME TAXES                                              -                -                -
                                                              --------------  ---------------  ---------------

                  Net (Loss)                                  $      (9,221)   $     (28,020)   $    (161,928)
                                                              ==============  ===============  ===============

Basic and diluted (loss) per common share                     $       0.000    $      (0.001)   $      (0.007)
                                                              ==============  ===============  ===============

Weighted average common shares outstanding                       25,000,000       23,633,333       24,450,549
                                                              ==============  ===============  ===============

                   See Accompanying Selected Information to Unaudited Condensed Financial Statements
</TABLE>

                                       4
<PAGE>



                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                  For the
                                                                                                period from
                                                                   For the Three Months      January 1, 2002
                                                                       Ended March 31,       (Inception) to
                                                              -------------------------------
                                                                                                 March 31,
                                                                  2003             2002             2003
                                                              --------------  ---------------  ---------------

<S>                                                                <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                             $      (9,221)    $    (28,020)   $    (161,928)
       Adjustments to reconcile net (loss) to net cash
         provided (used) by operating activities:
           Issuance of common stock for officers salaries                 -           11,000           44,000
           (Increase) in prepaid expenses                                 -           (2,273)               -
           Increase (decrease) in accounts payable                    2,534          (18,286)         (14,605)
           Notes receivable/(debts) forgiven                              -                -           52,658
           (Increase) decrease in accrued interest income on
             notes receivable                                             -           (1,030)           1,167
                                                              --------------  ---------------  ---------------

                  Net Cash (Used) by Operating Activities            (6,687)         (38,609)         (78,708)
                                                              --------------  ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Issuance of common stock                                           -                -           30,000
                                                              --------------  ---------------  ---------------


NET (DECREASE) IN CASH                                               (6,687)         (38,609)         (48,708)

CASH AT THE BEGINNING OF THE PERIODS                                 11,224           53,245           53,245
                                                              --------------  ---------------  ---------------

CASH AT THE END OF THE PERIODS                                $       4,537    $      14,636    $       4,537
                                                              ==============  ===============  ===============

ADDITIONAL DISCLOSURES:
       Cash paid during the year for:

         Interest                                             $           -    $           -    $           -
                                                              ==============  ===============  ===============

         Income taxes                                         $           -    $           -    $           -
                                                              ==============  ===============  ===============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Issuance of common stock for prepaid officers'
         salaries                                             $           -    $      33,000    $           -
                                                              ==============  ===============  ===============

                   See Accompanying Selected Information to Unaudited Condensed Financial Statements
</TABLE>

                                       5
<PAGE>


                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2003


NOTE 1 - MANAGEMENT'S STATEMENT

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  to Form  10QSB  and do not  include  all the
information and notes required by generally accepted  accounting  principles for
complete financial  statements.  In the opinion of management,  the accompanying
unaudited condensed  financial  statements contain all adjustments (all of which
are normal and  recurring in nature)  necessary to present  fairly the financial
position of  iVideoNow,  Inc. (the Company) at March 31, 2003 and the results of
operations and cash flows for the quarter ended March 31, 2003.

The notes to the Financial  Statements  that are  incorporated by reference into
the  2002  Form  10-KSB  should  be read in  conjunction  with  these  Financial
Statements.

NOTE 2 - BASIS OF PRESENTATION

Because the Company has not generated any significant  revenue since it sold its
last  subsidiary  on January 1,  2002,  it is  considered  a  development  stage
company.  Consequently, the accompanying financial statements have been prepared
using the accounting  formats  prescribed for development  stage  enterprises in
accordance with Financial Accounting Standards Board Statement No. 7.

NOTE 3 - USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 4 - EARNINGS PER SHARE

Fully  diluted  per  share  data  is not  presented,  as the  effects  would  be
antidilutive.

NOTE 5 - COMMITMENT

On March 3, 2003, the Company entered into a binding letter of intent to acquire
all of the  issued  and  outstanding  capital  stock  of 99 Cent  Stuff,  LLC in
exchange for 19,000,000 shares ("post split") of the Registrant's  common stock.
As a  pre-condition  to the  acquisition,  the Registrant has agreed to effect a
1-for-25 reverse stock split,  reducing the total issued and outstanding  common
stock of the Registrant to approximately  1,000,000 shares.  At the closing,  99
Cent Stuff will become a wholly-owned  subsidiary of the Registrant,  and the 99
Cent Stuff  shareholders will own  approximately 95% of the Registrant's  issued
and outstanding  common stock.  Furthermore,  upon the close of the acquisition,
the Registrant will change its name to "99 Cent Stuff, Inc."

The closing of the transaction is subject to certain  covenants,  conditions and
representations,  audit statements,  various due diligence requirements, and the
completion by 99 Cent Stuff, LLC of a private  placement of at least $3,000,000.
In addition,  99 Cent Stuff,  LLC has agreed to pay a "Break-up  Fee" of between
$50,000 and $100,000 if, during the term of the letter of intent, it enters into
a transaction other than the acquisition by the Registrant.

The  Acquisition  Agreement  has not been  executed  by the  Company and 99 Cent
Stuff,  LLC and expired  April 30, 2003.  However the Company and 99 Cent Stuff,
LLC are continuing discussions,  but no agreement has been reached or concluded,
nor has  there  been  any  assurance  that  any  agreement  will be  reached  or
concluded.


                                       6
<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2003


NOTE 6 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as a going  concern.  The Company has no revenue  since  inception.  The Company
plans  to  generate  the  additional  cash  needed  through  the  completion  of
additional equity, debt, or merger transactions. There is no assurance, however,
that  the  Company  will  be  able  to  complete  its  plans  in the  future  at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.


                                       7

<PAGE>

       ITEM  2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

       Cautionary  Statement  Pursuant to Safe Harbor  Provisions of the Private
       Securities Litigation Reform Act of 1995:

       The information  included in this discussion  contains  "forward-looking"
       statements  within the  meaning of Section 27A of the  Securities  Act of
       1933, as amended, including statements that include the words "believes",
       "expects",  "anticipates",  or similar expressions. These forward-looking
       statements  may  include,  among  others,   statements  of  expectations,
       beliefs,  future plans and strategies,  anticipated events or trends, and
       similar  expressions  concerning  matters that are not historical  facts.
       These  forward-looking   statements  involve  known  and  unknown  risks,
       uncertainties  and other  factors  that could the cause  actual  results,
       performance  or  achievements  of the Company to differ  materially  from
       those expressed in or implied by the forward-looking statements contained
       herein.

       OVERVIEW:

       iVideoNow,  Inc. was a developer and producer of comprehensive multimedia
       and internet communication software. The Company provided its services to
       other  businesses   interested  in  communicating   with  their  clients,
       investors,  employees and the general  public through the use of internet
       video.  The Company  conducted its  operations  through two  wholly-owned
       subsidiaries,  DXF Design, Inc. and Digital Corporate Profiles,  Inc. The
       name of the Company was formally  changed to iVideoNow,  Inc. on June 15,
       2000.

       In July 2001, as a result of  continuing  operating  losses,  the Company
       ceased  operations  and laid  off its  employees.  On  August  31,  2001,
       September  27,  2001 and  January 1, 2002,  the  Company  sold all of the
       capital stock of DXF, Inc., Digital Corporate Profiles, Inc. and Digs Web
       Video, Inc. (inactive), respectively.

       Since  October  2001,  the  Company's  objective  has been to  acquire an
       operating  company that has experienced  management and the potential for
       profitable  growth  in  exchange  for  the  Company's  securities.   Such
       transaction  may result in a change in control of the  Company.  Although
       the Company has been in preliminary  discussions  with several  companies
       concerning  a  possible  acquisition,  the  Company  has not  reached  an
       agreement  with any such company.  There can be no  assurances  that such
       discussions will ultimately result in a transaction.

       On December 31, 2001, the Company sold 11,000,000  shares of common stock
       in a private  placement to 16  accredited  investors  for  $220,000.  The
       11,000,000 shares represent approximately 50.5% of the outstanding shares
       of common stock. In conjunction with this transaction, effective December
       31, 2001,  the existing  officers and directors of the Company  resigned,
       and new officers and directors were appointed.

       On August 6, 2002, the Company sold 1,000,000 to one, accredited investor
       for $30,000.  The funds are being utilized for the limited  operations of
       the Company.

       The only foreseeable cash requirements during the next twelve months will
       relate to maintaining  our status as a corporate  entity,  complying with
       the periodic reporting  requirements of the U.S.  Securities and Exchange
       Commission,  and evaluating and reviewing  possible business ventures and
       opportunities.  We do not anticipate  raising  additional  capital in the
       next twelve months.  If additional funds are required,  it is anticipated
       that management will advance such funds as loans to the Company. Any loan
       will not be on terms less  favorable  than one that could  obtain  from a
       commercial  lender.  If new capital is  required,  the Company may not be
       able to raise it; or the terms

                                        8

<PAGE>

       and conditions relating to the acquisition of such new capital may not be
       favorable to the Company.

       GOING  CONCERN:

       The accompanying  financial  statements have been prepared  assuming that
       the Company will  continue as a going  concern,  which  contemplates  the
       realization of assets and the  satisfaction  of liabilities in the normal
       course of  business.  The  carrying  amounts  of assets  and  liabilities
       presented in the

       accompanying  financial  statements  do  not  purport  to  represent  the
       realizable  or  settlement  values.  The Company has  incurred net losses
       since  inception and has  experienced  severe  liquidity  problems.  As a
       result of these  factors,  the  Company's  independent  certified  public
       accountants have expressed  substantial doubt about the Company's ability
       to continue as a going concern.

       From time to time the  Company  may also  consider  a wide range of other
       business  opportunities.  Some of  these  business  opportunities  may be
       unrelated to the Company's  current  business  activities,  could require
       additional  capital,  and  could  result in a change  in  control  of the
       Company.

       RESULTS  OF  OPERATIONS:

       THREE  MONTHS  ENDED  MARCH 31,  2003  AND  2002

       As of March 31,  2003,  the Company  did not have any  revenue-generating
       operations.

       Operating  Expenses.  For the three  months  ended  March 31,  2003,  the
       Company  incurred  professional  services  fees of $8,694.  For the three
       months ended March 31, 2002, the Company incurred  professional  services
       fees of $14,474.

       Other  Income  (Expense).  For the three  months  ended  March 31,  2003,
       interest income was $15, as compared to $1,130 for the three months ended
       March 31, 2002.

       Net Loss. The Company had a net loss of $9,221 for the three months ended
       March 31, 2003, as compared to a net loss of $28,020 for the three months
       ended March 31, 2002.

       LIQUIDITY  AND  CAPITAL  RESOURCES  -  MARCH 31, 2003:

       During the last few years,  the Company has relied on the  proceeds  from
       the sales of its securities and short-term loans to provide the resources
       necessary  to develop  its  business  operations,  which were sold during
       2001.

       Operating  Activities.  The Company utilized cash of $6,687 in continuing
       operations  during the three months  ended March 31,  2003.  At March 31,
       2003, the Company had cash and cash  equivalents of $4,537,  net negative
       working capital of $13,130, and a current ratio of .25:1.

       The  Company  did not have any cash flows  from  investing  or  financing
       activities during the three months ended March 31, 2003 and 2002.

       There were no Officers' salaries paid during the three months ended March
       31, 2003.

       Subsequent Event.

       On March 3, 2003, the Registrant  entered into a binding letter of intent
       to acquire  all of the issued and  outstanding  capital  stock of 99 Cent
       Stuff,  LLC in  exchange  for  19,000,000  shares  ("post  split") of the
       Registrant's  common stock. As a pre-condition  to the  acquisition,  the
       Registrant has agreed to effect a 1-for-25 reverse stock split,  reducing

                                        9
<PAGE>

       the total  issued  and  outstanding  common  stock of the  Registrant  to
       approximately 1,000,000 shares. At the closing, 99 Cent Stuff will become
       a  wholly-owned  subsidiary  of the  Registrant,  and the 99  Cent  Stuff
       shareholders will own  approximately  95% of the Registrant's  issued and
       outstanding common stock. Furthermore, upon the close of the acquisition,
       the Registrant will change its name to "99 Cent Stuff, Inc."

       The  closing  of  the  transaction  is  subject  to  certain   covenants,
       conditions and representations,  audit statements,  various due diligence
       requirements,  and the  completion  by 99 Cent  Stuff,  LLC of a  private
       placement of at least  $3,000,000.  In addition,  99 Cent Stuff,  LLC has
       agreed to pay a "Break-up Fee" of between $50,000 and $100,000 if, during
       the term of the letter of intent, it enters into a transaction other than
       the acquisition by the Registrant.

       The  Acquisition  Agreement  has not been  executed by the Company and 99
       Cent Stuff,  LLC, and the letter of intent  expired  April 30, 2003.  The
       Company and 99 Cent Stuff are  continuing  discussions,  but no agreement
       has been reached or concluded,  nor has there been any assurance that any
       agreement will be reached or concluded.

       Item 3.    Controls and Procedures

       Evaluation of disclosure controls and procedures.

       We maintain  disclosure  controls  and  procedures  that are  designed to
       ensure that  information  required to be disclosed  in our reports  filed
       pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
       processed,  summarized and reported within the time periods  specified in
       the Securities and Exchange  Commission's rules,  regulations and related
       forms,  and that such  information is accumulated and communicated to the
       our principal  executive  officer and  principal  financial  officer,  as
       appropriate, to allow timely decisions regarding required disclosure.

       Within the 90 days prior to the filing date of this quarterly  report, we
       carried  out  an  evaluation,   under  the   supervision   and  with  the
       participation  of  our  management,  including  our  principal  executive
       officer and principal  financial  officer,  of the  effectiveness  of the
       design and operation of our disclosure controls and procedures.  Based on
       this evaluation,  our principal executive officer and principal financial
       officer  concluded  that our  disclosure  controls  and  procedures  were
       effective.

       Changes in internal controls.
       ----------------------------

       There have been no  significant  changes in our  internal  controls or in
       other  factors  that  could  significantly   affect  these  controls  and
       procedures subsequent to the date we completed our evaluation. Therefore,
       no corrective actions were taken.

       ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

       (a)     Exhibits:

              99.1   Chief  Executive   Officer  and  Chief  Financial   Officer
                     Certification  pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act
                     of 2002.

                     (b)    Form 8-K:

        None

                                       10
<PAGE>


                                   SIGNATURES

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

Dated:  May 13, 2003                       iVideoNow,  Inc.


                                           /s/  Kevin  R.  Keating
                                           --------------------------------
                                           Kevin  R.  Keating,  President


                                       11
<PAGE>

I, Kevin R. Keating, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB ofiVideoNow, Inc.;

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

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

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

                                             iVideoNow, Inc.
                                             Registrant

         Date:  May 13, 2003                 /s/ Kevin R. Keating
                                             -----------------------------------
                                             By: Kevin R. Keating
                                             Chairman of the Board & President

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