U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(MARK ONE)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  JUNE  30,  2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  TRANSITION PERIOD FROM ______________ TO ______________


                       COMMISSION FILE NUMBER: 00010260507


                              DCM ENTERPRISES, INC
                              --------------------
               (Exact name of Company as specified in its charter)


           Nevada                                                 95-4643533
          --------                                                ----------
 (State or jurisdiction of                                    (I.R.S.  Employer
incorporation or organization)                               Identification No.)

 8635 W. Sahara #433, Las Vegas, Nevada                             89119
---------------------------------------                           -----------
(Address of principal executive offices)                          (Zip  Code)


                   Company's telephone number:  (702) 940-0080
                                                --------------

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

     Indicate  by  check  mark  whether  the  Company  (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was  required  to  file  such  reports),  and  (2)  been  subject to such filing
requirements  for  the  past  90  days.  Yes  --  No    X.
                                                      ----
     As  of  June  30,  2003,  the Company had 26,065,965 shares of common stock
issued  and  outstanding.


                                        1
<PAGE>

<TABLE>
<CAPTION>
                        TABLE OF CONTENTS


                                                               PAGE
<S>                                                           <C>
PART I - FINANCIAL INFORMATION

  ITEM 1.  FINANCIAL STATEMENTS

  REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT   3

  BALANCE SHEETS
  AS OF JUNE 30, 2003 AND DECEMBER 31, 2002 . . . . . . . .     4

  STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS  ENDED AND SIX MONTHS ENDED
  JUNE 30, 2003 AND JUNE 30, 2002 . . . . . . . . . . . . .     5

  STATEMENT OF CASH FLOWS
  FOR THE  SIX  MONTHS ENDED
  JUNE  30, 2003 AND JUNE 30, 2002. . . . . . . . . . . . .     6

  NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . .     7

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATION. . . . . . .    11

  ITEM 3.  CONTROLS AND PROCEDURES. . . . . . . . . . . . .    11

PART II - OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . .    12

  ITEM 2.  CHANGES IN SECURITIES. . . . . . . . . . . . . .    12

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES. . . . . . . . .    12

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
  OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . .    12

  ITEM 5.  OTHER INFORMATION. . . . . . . . . . . . . . . .    13

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . .    14

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . .      15

</TABLE>


                                        2
<PAGE>

           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
DCM  Enterprises,  Inc.
Las  Vegas,  Nevada

We  have  reviewed the accompanying balance sheet of DCM Enterprises, Inc. as of
June  30,  2003 and the related statements of operations for the three month and
six  month  period  ended June 30, 2003 and 2002, and the cash flows for the six
months  ended June 30, 2003 and 2002 included in the accompanying Securities and
Exchange  Commission  Form  10-QSB  for  the  period ended June 30, 2003.  These
financial  statements  are  the  responsibility  of  the  Company's  management.

We  conducted  our  reviews  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  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in  accordance with U.S. generally accepted auditing standards, the objective of
which  is  the  expression of an opinion regarding the financial statements as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  U.S.  generally  accepted  accounting  principles.

We  have previously audited, in accordance with U.S. generally accepted auditing
standards, the balance sheet as of December 31, 2002, and the related statements
of  operations, stockholders' equity and cash flows for the year then ended (not
presented  herein).  In our previous report, we expressed an unqualified opinion
on those financial statements.  In our opinion, the information set forth in the
accompanying  balance sheet as of June 30, 2003 is fairly stated in all material
respects  in  relation  to  the  balance  sheet  from which it has been derived.



/s/  Henry  Schiffer
Henry  Schiffer
Dated:  August  19,  2003


                                        3
<PAGE>

PART  I.
ITEM  1.  FINANCIAL  STATEMENTS.

<TABLE>
<CAPTION>
                                 DCM ENTERPRISES, INC.
                                     BALANCE SHEET

                                        UNAUDITED
                                                                       June  30        December 31
                                                                         2003              2002
                                                                       --------        -----------
<S>                                                                  <C>              <C>
ASSETS

CURRENT  ASSETS
     Cash and cash equivalents                                         $      0        $        0
     Accounts  Receivable                                                     0                 0
     Inventories                                                              0                 0
                                                                       --------        -----------

          Total  current  assets                                       $      0        $        0
FIXED  ASSETS
     Computers                                                           18,841            18,841
     Furniture  and  Equipment                                           12,129            12,129
     Accumulated  Depreciation                                          (26,360)          (21,260)
                                                                       --------        -----------

          Total fixed assets                                           $  4,610        $    9,710

     Total  Assets                                                     $  4,610        $    9,710
                                                                       ========        ===========

LIABILITIES  AND  SHAREHOLDERS'  EQUITY

CURRENT  LIABILITIES
     Accounts Payable                                                  $      0        $        0

          Total  Current  Liabilities                                  $      0        $        0

     Long  Term  Debt                                                  $      0        $        0

          Total  Long  Term  Debt                                      $      0        $        0

          Total  liabilities                                           $      0        $        0
                                                                       ========        ===========

SHAREHOLDERS'  EQUITY
     Common  shares, $.001 per value, 200,000,000 shares authorized    $ 26,066        $   26,066
     Issued and outstanding as of June 30 2003 and Dec. 31  2002
     respectively  26,065,965  and  26,065,965  shares
     Preferred Shares 11,507 issued andoutstanding as of June 30, 2003       12                 0
     Paid-in  capital                                                   149,937           149,937
     Retained  Earnings                                                (171,405)         (166,293)
                                                                       --------        -----------

          Total  shareholders'  equity                                 $  4,610        $    9,710

     Total  Liabilities  &  Equity                                     $  4,610        $    9,710
                                                                       ========        ===========
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        4
<PAGE>

<TABLE>
<CAPTION>
                                         DCM ENTERPRISES, INC
                                       STATEMENT OF OPERATIONS

                                              UNAUDITED

                                            Three  Months  Ended               Six  Months  Ended
                                       -------------------------------    ------------------------------
                                       June  30,             June  30,    June  30,            June  30,
                                         2003                  2002         2003                  2003
                                       ---------             ---------    ---------            ---------
<S>                                   <C>                   <C>          <C>                  <C>
REVENUES:                              $       0             $ 121,430    $       0            $ 121,430
     Returns                                   0                   106            0                  106
                                       ---------             ---------    ---------            ---------
     Total  Revenues                   $       0             $ 121,324    $       0            $ 121,324

     Cost  of Goods                            0                70,132            0               70,132
                                       ---------             ---------    ---------            ---------
     Gross  Profit                     $       0             $  51,192    $       0            $  51,192

OPERATING  COSTS  AND  EXPENSES:

     General  and  administrative      $      12             $  46,670    $      12            $  46,670
     Accumulated  Depreciation             2,550                 3,463        5,100                3,463
                                       ---------             ---------    ---------            ---------

     Total  operating  expenses        $  (2,562)            $   1,059    $  (5,112)           $   1,059


TOTAL  NET  INCOME  (LOSS):
     Net  Income  (Loss)               $  (2,562)            $   1,059    $  (5,112)           $   1,059
                                       =========             =========    =========            =========


Dilutive net profit (loss) per
Common share based upon 26,065,965
and  2,453,628 issued and
outstanding  as  of June  30, 2003
and  June  30,  2002  respectively.          NIL                NIL            NIL                 NIL
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>

<TABLE>
<CAPTION>
                                 DCM ENTERPRISES, INC
                                STATEMENT OF CASH FLOWS

                                       UNAUDITED


                                                         June  30,            June  30,
                                                            2003                 2002
                                                         ---------            ---------
<S>                                                    <C>                <C>
OPERATING  ACTIVITIES

     Net  Income  (loss)                               $      (5,112)     $      1,059
     Cash (used in) provided by operating activities
          Depreciation                                         5,100             3,463
     Changes  in  operating  assets  and  liabilities:
          Accounts  receivable                                     0           (18,396)
          Inventories                                              0           (78,250)
          Prepaid  expenses  and  other                            0                 0
          Accounts  payable                                        0            64,071
          Other                                                    0                 0

     Net  cash  provided  by  operating  activities              (12)          (28,053)
                                                        -------------          --------

INVESTING  ACTIVITIES

          Purchase  of  Property  and  equipment

     Net  cash  used  in  investing  activities                    0                 0
                                                        =============          ========

FINANCING  ACTIVITIES

          Paid  in  Capital                                        0           152,387
          Repayment  of  Debt                                      0          (119,784)
          Issuance  of  preferred  stock                          12                 0


     Net  cash  provided  by  financing  activities               12            32,603
                                                        -------------          --------

     Net increase (decrease) in cash and cash equivalents          0             4,450
                                                        =============          ========


     Beginning  of period                                          0            61,811
                                                        -------------          --------

     End  of  period                                   $           0      $     66,261
                                                        =============          ========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        6
<PAGE>

                              DCM ENTERPRISES, INC
                          Notes to Financial Statements

Note  1          Summary  of  significant  Accounting  Policies

This  summary  of  significant accounting policies of DCM Enterprises, Inc. (the
Company)  is  presented  to  assist  in  understanding  the  Company's financial
statements.  The  financial  statements  and  notes  are  representations of the
Company's  management, which is responsible for their integrity and objectivity.
These  accounting  policies  conform to generally accepted accounting principles
and  have  been  consistently  applied  in  the  preparation  of  the  financial
statements.

(a)     Organization  and  Business  Activities

The  Company was incorporated under the laws of the State of Nevada on September
30,  1996.  The  main  business  activity  of "The Company " is a management and
investment  holding company. In June of 2002 the Company acquired Ace Optics for
$2,000,000  (2,000,000  shares)  of  Company  stock.

Ace Optic began operations as Sunglasscentral.com in 1997 being one of the first
large  scale retail sunglass websites on the Internet.  Ace Optics received over
120,000  unique  visitors  per  month  producing  sunglass revenues in excess of
60,000  per  month.  Ace  Optics represented over 35 different prescriptions and
non-prescription  eyewear  manufactures.  Ace  Optics  operated  a storefront in
Mississippi,  and sold its products over the Internet until it ceased operations
in  October  2002.

In  June  2002  Ace Optics started a colligate line of Sunglasses and was in the
process  of obtaining approvals from the Colleges and Universities to distribute
these  products.

In  August  2002,  Mr.  Whitley  demanded  the  issuance  of  550,000  shares of
restricted  CRT  stock and 50,000 shares of free trading CRT stock. This request
was  rejected.  Mr. Whitley then in October 2002, of his own volition ceased the
operation  of  Ace Optics and refused to turn over the books, records, inventory
and  equipment that belong to the Company. His actions have caused the principal
business  of the Company to cease operations. Mr. Whitley's refusal to turn over
the  books and records prevented the Company from the documentation necessary to
file  an  accurate  financial  report for this quarter. The Company at this time
does  not  have  a viable business and is no longer a going concern. The Company
has  filed  suit  against  Mr.  Whitley,  seeking the return of all items in his
possession  and  or  control  that  belong  to  the  Company.

A  revised  10 Q will be filed once the information is obtained from Mr. Whitley
or  through direct documentation from suppliers; credit card companies the banks
and  others.

(b)     Annual  Year

The  Company  operates  on  a  December  31st  annual  year-end.

(c)     Basis  of  Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting  in  accordance  with  generally  accepted  accounting  principles.

     (d)     Net  earning  (loss)  per  share

Basic  and  diluted  net  loss  per  share  information  is  presented under the
requirements  of  SFAS  No. 128, Earnings per Share. Basic net loss per share is


                                        7
<PAGE>

computed by dividing net loss by the weighted average number of shares of common
stock  outstanding  for  the  period,  less  shares  subject  to  repurchase.

Diluted  net  loss  per  share  reflects the potential dilution of securities by
adding  other  common stock equivalents, including stock options, shares subject
to repurchase, warrants and convertible preferred stock, in the weighted-average
number  of  common  shares  outstanding for a period, if dilutive. Allotentially
dilutive  securities  have  been  excluded  from computation, as their effect is
anti-dilutive.

(e)     Fair  Value  of  Financial  Instruments

The  carrying  amount  of  advances  for  shareholders  is  considered  to  be
representative  of its respective fair value because of the short-term nature of
these  financial  instruments.

(f)     Income  Taxes

The  Company  accounts  for  income taxes under SFAS No. 109, which requires the
asset  and liability approach to accounting for income taxes. Under this method,
deferred  tax  assets  and liabilities are measured based on differences between
financial  reporting  and  tax  bases  of  assets and liabilities measured using
enacted  tax  rates  and laws that are expected to be in effect when differences
are  expected  to  reverse

          (g)     Cash  and  Cash  Equivalents

For purposes of the statement of cash flows, the Company considered all cash and
other  highly liquid investments with initial maturities of three months or less
to  be  cash  equivalents.

(g)     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.

(h)     Subsequent  Events

 In  December  of 2002 the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related  loan  documents.

Loans  under the Loan Agreement are evidenced by the promissory Notes payable to
Mercatus  and are secured by the 20,000,000 Shares of Common Stock. The interest
rate  on  the  loans  will  be  set  at  5.5%.

Except  as  otherwise provided in the Loan Agreement, the Stock shall be held as
collateral by Mercatus at all times there remains principal or interest owing to
Mercatus under the promissory notes. Other than as specifically set forth in the
Loan  Agreement, the Stock may not be sold, hypothecated, assigned, transferred,
or  otherwise  encumbered.  In  the event of a default under the Loan Agreement,
however,  Mercatus may thereafter sell, assign, hypothecate or otherwise dispose
of  the  Stock. Under such circumstances, Mercatus assumes no responsibility for
the  amount  of  proceeds it may receive upon such disposition of the Stock. Any


                                        8
<PAGE>

proceeds  received  by  Mercatus in excess of the default amount plus reasonable
attorney's  fees,  if  any, and related costs of disposition will be returned to
the  Company.  In the event of a default by the Company, the Company has further
agreed  to  take  all  reasonable  steps  to  register  the  Stock for resale by
Mercatus.  A  default by the Company under the Loan Agreement can be expected to
have  a  materially  adverse  effect on the price of the Company's common stock.

The  initial  term  of  the loan is 5 years, with interest-only payments for the
first  year  of the loan. Upon payment in full of all interest and principal due
under  the  loan,  the Stock will be returned to us for cancellation. During the
term  of the loan Mercatus will provide a voting proxy with respect to the Stock
to  a  person  designated by the Company. In the event of a default however, the
proxy  shall  be  deemed  null  and  void.

 In  connection  with the Loan Agreement, in December 2002 the Company delivered
20,000,000  shares  of  restricted common stock to Mercatus. The Company expects
delivery  of  the  funds  by  April  30,  2003.

In  May 2003 Company was notified that the funding would be delayed till the end
of  this  quarter  ending  June  30,  2003.  The  Company was requested to issue
preferred stock for the loan collateral instead of the common stock. Pursuant to
that  request  the  Company issued 11,507 shares preferred stock, the 20,000,000
shares  of  common  stock  were  to  be  returned  to  the  treasury.

As  of the date of this report the loan has not funded and the 20,000,000 shares
were  not  returned.  The company has notified Mercatus that those shares, which
were  restricted,  will  now have a stop placed on them and then the shares will
then  be  cancelled.

The  maximum  loan  amount  would be $9,000,000 with approximate net proceeds of
$7,900,000.


Note  2          Capital  Stock  Transactions:

The  authorized  capital  common  stock is 200,000,000 shares of common stock at
$.001  par value. The Company has issued 26,065,965 of common stock. The Company
has  issued  11,507  shares  of  preferred  stock.

During  the  Quarter  ended  June  30,  2003  the  following shares were issued;

In May 2003 Company was notified that the funding of the Mercatus loan (See Note
1(h)  for details) would be delayed till the end of this quarter ending June 30,
2003. The Company was requested to issue preferred stock for the loan collateral
instead  of the common stock. Pursuant to that request the Company issued 11,507
shares  preferred  stock,  the  20,000,000  shares  of  common  stock were to be
returned  to  the  treasury.

During  the  Quarter  ended  March  31,  2003  no  shares  were  issued.

                       Before  the  end of the year the following Stock Issuance
occurred:

                       In  December  the  Company  issued  the following shares;

20,000,000  shares  of  restricted as per rule 144 for collateral of the loan as
per  agreement  for  the loan from Mercatus & Partners LTD (see Note 1 (h) above
for  details),  if  the  transaction  doesn't  close  the  issued shares will be
returned  to  the  treasury.


                                        9
<PAGE>

1,612,337 shares of restricted shares as per rule 144 were issued as part of the
loan fees for the Mercatus & Partners loan transaction listed. These shares will
be  returned  to  the  treasury  if  the  loan  does  not  close.
                        In  July  after  the date of the stock reverse 2,000,000
shares  were  issued  for the acquisition of Ace Optics from Internet Business's
International  this  increased  the  number  of  issued  shares  to  4,453,628.

The  Company  issued  $300,000  worth  of  stock based upon a value of $8.00 per
share  to  settle  the  judgment  against  the Company. These shares were issued
post-stock  reverse.

In  July  of  2002  a Stock Reverse of three shares for one share reverse became
effective.  This  reduced  the  issued  and  outstanding  to  2,453,628.

Note  3          Going  Concern:

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles; at present the Company is not a going
concern.

The  Company is currently reviewing different candidates for acquisition. If the
Company  is  unable  to acquire a viable business for acquisition it is doubtful
that  the  company  will  continue  in  existence.

Note  4          Legal  Proceedings

The  Company  filed a complaint against Wade Whitely captioned "CRT vs. Whitley"
in  Federal  District  Court  of  Nevada,  for  Conversion,  Fraud,  Conspiracy,
Defamations,  Unjust  Enrichment, and Equitable Accountings. In August 2002, Mr.
Whitley  demanded  the  issuance  of  550,000 shares of restricted CRT stock and
50,000  shares of free trading CRT stock. This request was rejected. Mr. Whitley
then in October 2002, of his own volition ceased the operation of Ace Optics and
refused  to turn over the books, records, inventory and equipment that belong to
the  Company.  His  actions have caused the principal business of the Company to
cease  operations.  Mr.  Whitley's  refusal  to  turn over the books and records
prohibits  the  Company  from  the  documentation  necessary to file an accurate
financial  report  for  this  quarter.  The Company at this time does not have a
viable  business  and  is no longer a going concern.  This suit was filed before
was  filed  before  the  Company  changed  its  name.

The  Company  was  one  of  seven  defendants  in a lawsuit in that judgment was
rendered  against  the  defendants in the amount of $10,036,701.00.  The Company
has settled this action and issued $300,000 worth of Company restricted stock as
per rule 144. The Plaintiffs therefore have filed a satisfaction of judgment and
a  full  release  of  Company.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

The  following  discussion  should  be  read  in  conjunction with the financial
statements  of the Company and notes thereto contained elsewhere in this report.

Results  of  Operations  -  Comparison of Quarter Ended June 30, 2003 to Quarter
June  30,  2002.

The Company currently is not in operation therefore a comparison cannot be done.
     Liquidity  and  Capital  Resources.

The  Company  currently  does not have a source for liquidity or possess capital
resources.
     Capital  Expenditures.

There  were  no  capital  expenditures  this  quarter  ended  June  30,  2003.

Forward  Looking  Statements.

The  foregoing  Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations contains "forward looking statements" within the meaning
of  Rule  175  of  the  Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities  Act of 1934, as amended, including statements regarding, among other
items,  the  Company's  business  strategies,  continued growth in the Company's
markets,  projections,  and anticipated trends in the Company's business and the
industry  in  which  it  operates.  The words "believe", "expect", "anticipate",
"intends",  "forecast",  "project",  and  similar  expressions  identify
forward-looking  statements.  These forward-looking statements are based largely
on  the  Company's  expectations  and  are  subject  to  a  number  of risks and
uncertainties,  certain  of which are beyond the Company's control.  The Company
cautions  that  these statements are further qualified by important factors that
could  cause  actual  results  to  differ  materially  from those in the forward
looking  statements,  including, among others, the following: reduced or lack of
increase  in  demand  for the Company's products, competitive pricing pressures,
changes  in  the  market price of ingredients used in the Company's products and
the  level  of expenses incurred in the Company's operations.  In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
information  contained  herein  will  in fact transpire or prove to be accurate.
The  Company  disclaims  any  intent  or  obligation  to update "forward looking
statements."

ITEM  3.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  disclosure  controls  and  procedures.

Within  the  90  days prior to filing this report, the Registrant carried out an
evaluation  of  the  effectiveness of the design and operation of its disclosure
controls  and  procedures  pursuant to Rule 13a-14 under the Securities Exchange
Act of 1934 ("Exchange Act"). This evaluation was done under the supervision and
with  the  participation  of  the Registrant's Chief Executive Officer and Chief
Financial  officer.  Based  upon that and procedures are effective in gathering,
analyzing  and  disclosing  information  needed  to  satisfy  the  Registrant's
disclosure  obligations  under  the  Exchange  Act.

(b)     Changes  in  internal  controls.

There  were  no  significant changes in the Registrant's internal controls or in
its factors that could significantly affect those controls since the most recent
evaluation  of  such  controls.


                                       11
<PAGE>

PART  II.

ITEM  1.  LEGAL  PROCEEDINGS.

CRT  Corporation  was  one  of  seven  defendants in a lawsuit that judgment was
rendered  against  the  defendants  in the amount of $10,036,701.00. CRT made an
offer  to  settle their portion of the claim with the issuance of $300,000 worth
of  rule  144  CRT stock based upon a agreed value of $8.00 per share, which was
accepted  by  the Plaintiffs. The Plaintiffs have received the their stock and a
release  will  be  filed  before  the  end  of  this  year  2002.

CRT  Corporation  has  filed  a complaint against Wade Whitely captioned CRT vs.
Whitley  in Federal District Court of Nevada, for Conversion, Fraud, Conspiracy,
Defamations,  Unjust  Enrichment, and Equitable Accountings. In August 2002, Mr.
Whitley  demanded  the  issuance  of  550,000 shares of restricted CRT stock and
50,000  shares of free trading CRT stock. This request was rejected. Mr. Whitley
then in October 2002, of his own volition ceased the operation of Ace Optics and
refused  to turn over the books, records, inventory and equipment that belong to
the  Company.  His  actions have caused the principal business of the Company to
cease  operations.  Mr.  Whitley's  refusal  to  turn over the books and records
prohibits  the  Company  from  the  documentation  necessary to file an accurate
financial  report  for  this  quarter.  The Company at this time does not have a
viable  business  and  is  no  longer  a  going  concern.


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

There  were  none  during  this  quarter.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.


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ITEM  5.  OTHER  INFORMATION.

During  the  quarter  ended September 30, 2002, Mr. Whitley was removed from the
Board  of Directors for the Corporation and an interim Board installed until the
next  Stock  Holders  meeting.

On  December  2002  the  Company  entered  into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to which Mercatus has agreed to provide a with loan in an amount of up
to 20% of the Final Market Value (as such term is defined in the Loan Agreement)
of  certain  restricted  shares  of our common stock issued by us in the name of
Mercatus  to secure our obligations under the loans (the "Stock"). The loans are
payable  to  us  within  10  days  of  delivery  of  the  Stock and related loan
documents.

Loans  under  the Loan Agreement are evidenced by a  promissory Notes payable to
Mercatus  and  are  secured by the Stock. The interest rate on the loans will be
set  at  5.5%.

Except  as  otherwise provided in the Loan Agreement, the Stock shall be held as
collateral by Mercatus at all times there remains principal or interest owing to
Mercatus under the promissory notes. Other than as specifically set forth in the
Loan  Agreement, the Stock may not be sold, hypothecated, assigned, transferred,
or  otherwise  encumbered.  In  the  event  we default under the Loan Agreement,
however,  Mercatus may thereafter sell, assign, hypothecate or otherwise dispose
of  the  Stock. Under such circumstances, Mercatus assumes no responsibility for
the  amount  of  proceeds it may receive upon such disposition of the Stock. Any
proceeds  received  by  Mercatus in excess of the default amount plus reasonable
attorney's  fees,  if  any, and related costs of disposition will be returned to
us.  In  the  event  of  a  default  by  us,  we have further agreed to take all
reasonable  steps  to register the Stock for resale by Mercatus. A default by us
under  the Loan Agreement can be expected to have a materially adverse effect on
the  price  of  our  common  stock.

The  initial  term  of  the loan is 5 years, with interest-only payments for the
first  year  of the loan. Upon payment in full of all interest and principal due
under  the  loan,  the Stock will be returned to us for cancellation. During the
term  of the loan Mercatus will provide a voting proxy with respect to the Stock
to a person designated by us. In the event of a default however, the proxy shall
be  deemed  null  and  void.

In  connection  with  the Loan Agreement, on February 12 we delivered 20,000,000
shares  of  our  restricted  common stock to Mercatus. We expect delivery of the
funds  by  February  28th,  2003.  If  the  funds  are  not  received  by  the
aforementioned  date,  we  intend to terminate the Loan Agreement and obtain the
return  of  the  Stock. Upon return, the Stock will be cancelled and returned to
the  status  of  authorized  but  un-issued  shares.

In  May 2003 Company was notified that the funding would be delayed till the end
of  this  quarter  ending  June  30,  2003.  The  Company was requested to issue
preferred stock for the loan collateral instead of the common stock. Pursuant to
that  request  the  Company issued 11,507 shares preferred stock, the 20,000,000
shares  of  common  stock  were  to  be  returned  to  the  treasury.

As  of  the  date  of this report the loan has not funded and  20,000,000 shares
were  not  returned.  The company has notified Mercatus that those shares, which
were  restricted,  will  now have a stop placed on them and then the shares will
then  be  cancelled.

The  maximum  loan  amount  would be $9,000,000 with approximate net proceeds of
$7,900,000.


                                       13
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ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Exhibits.

Exhibits  included  or  incorporated  by  reference  herein:  See Exhibit Index.

Reports  on  Form  8-K.

None.


                                       14
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                                   SIGNATURES

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

                                        DCM  ENTERPRISES,  INC



Dated:  August  15,  2003               by:  /s/  Albert  Reda
                                             -----------------
                                             Albert  Reda
                                             CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  date  indicated.

Signature                    Title                                Date

By:  /s/  Albert  Reda       Chief Executive Officer             August 15, 2003
      Albert  Reda           Chief  Financial  Officer
                             Director

By:  /s/  Matt  Sebal        President                           August 15, 2003
      Matt  Sebal            Director


                                       15
<PAGE>

EXHIBIT  LIST

Exhibit  No. Description
31           Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of
             2002  (filed  herewith)

32           Certification Pursuant to 18 U.S. C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
             (filed  herewith)


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