10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB

(X)	Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the quarter ended February 28, 2003.
( )	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 0-16354
EXTEN INDUSTRIES, INC - ---------------------- (Exact name of registrant as specified in its charter)
DELAWARE - -------- (State or other jurisdiction of incorporation or organization)		52-1412493 - -------- (IRS Employer ID No.)
55 Access Rd. Suite 700 WARWICK, RHODE ISLAND 02886 - -------------------------------- (Address of principal executive offices)
(760) 781-3916 - -------------- (Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or 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 equity, as of the latest practicable date: 103,597,608 shares of Common Stock, $0.01 par value as of April 1, 2003.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of February 28, 2003 (unaudited) and November 30, 2002	3
Condensed Consolidated Statements of Operations for the Three Months Ended February 28, 2003 and February 28, 2002 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2003 and February 28, 2002 (unaudited)	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis	8
Item 3. Controls and Procedures	11
PART II OTHER INFORMATION	11
Item 1. Legal Proceedings	11
Item 2. Changes in Securities	11
Item 3. Defaults Upon Senior Securities	11
Item 4: Submission of Matters to a Vote of Security Holders	11
Item 5: Other Information	11
Item 6(a): Exhibits	12
Item 6(b): Reports on Form 8-K
SIGNATURES	13
Certifications	13

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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)

EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		Unaudited February 28, 2003		Audited November 30, 2002
		---------------		---------------
Current Assets:
Cash and Cash Equivalents	$66,209		$ 43,892
Accounts Receivable, net	7,304		35,181
Current Portion of Notes Receivable	5,381		5,813
Other Current Assets	27,840		26,026
	---------------		---------------
Total Current Assets	106,734		110,912
	---------------		---------------
Property and equipment, net	143,256		154,295
	---------------		---------------
Other Assets:
License Agreement, net	2,240,263		2,273,371
Notes Receivable, net	244,944		237,949
Other Assets	113,216		111,835
	---------------		---------------
Total Other Assets	2,598,423		2,623,155
	---------------		---------------
Total Assets	$2,848,413		$2,888,362
	============		============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	$576,530		$702,259
Current Portion of Notes Payable	156,055		138,892
Deferred Income	30,100		30,100
Other Current Liabilities	36,104		34,467
	---------------		---------------
Total Current Liabilities	798,789		905,718
	---------------		---------------
Other Liabilities:
Notes Payable, net	1,474,929		1,319,281
Other Liabilities	164,255		119,695
	---------------		---------------
Total Other Liabilities	1,639,184		1,438,976
	---------------		---------------
Total Liabilities	2,437,973		2,344,694
	---------------		---------------
Minority Interest	146,190		147,257
	---------------		---------------
Commitments and Contingent Liabilities
Stockholders' Equity:
Common stock, $.01 par value; 200,000,000 shares authorized, 103,597,608 and 101,024,904 shares issued and outstanding at February 28, 2003 and November 30, 2002, respectively	1,035,976		1,010,249
Additional Paid-in Capital	14,838,920		14,724,007
Stock Subscriptions Receivable	(70,000)		(70,000)
Deferred Compensation Costs	(24,916)		(24,916)
Accumulated Deficit	(15,515,730)		(15,242,929)
	---------------		---------------
Total Stockholders' Equity	264,250		396,411
	---------------		---------------
Total Liabilities and Stockholders Equity	$2,848,413		$2,888,362
	============		============

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended February 28, 2003 and 2002

	2003	2002
	---------------	---------------
Revenue	$115,334	$ 148,124
	---------------	---------------
Operating Expenses:
Selling, General and Administrative	166,414	488,002
Research and Development	93,515	203,097
Depreciation and Amortization	41,234	48,171
	---------------	---------------
Total Operating Expenses	301,163	739,270
	---------------	---------------
Operating Loss	(185,829)	(591,146)
	---------------	---------------
Other income (expense):
Loss on Sale of Assets	(1,522)
Interest Expense	(52,839)	(18,904)
Discount on Notes Payable	(41,444)	(26,662)
Interest Income	266	15,928
Discount on Notes Receivable	7,500	7,500
Minority Interest in Loss of Subsidiary	1,067	7,284
	---------------	---------------
Total Other Income (Expense)	(86,972)	(14,854)
	---------------	---------------
Loss Before Income Tax Provision	(272,801)	(606,000)
Income Tax Provision	0	1,850
	---------------	---------------
Net Loss	$(272,801)	$(607,850)
	============	============
Loss per share	$ (0.00)	$ (0.01)
	============	============
Weighted Average number of shares outstanding	102,711,454	97,748,720
	============	============

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended February 28, 2003 and 2002

	2003	2002
	---------------	---------------
Cash Flows from Operating Activities:
Net Loss	$(272,801)	$(607,850)
Adjustments to Reconcile Net Loss to Net Cash used by
Operating Activities:
Depreciation and Amortization	41,234	48,171
Discount on Notes Receivable	(7,500)	(7,500)
Discount of Notes Payable	41,444	26,662
Common Stock Issued for Services (2,572,704 and 834,933 shares)	106,344	82,737
Minority Interest in Loss of Subsidiary	(1,067)	(7,284)
Loss on Sale of Assets	1,522
Vesting of Deferred Compensation Costs		(16,666)
Changes in Assets and Liabilities:
Accounts Receivable	27,876	40,000
Other Current Assets	(1,728)	42,116
Accounts Payable and Accrued Expenses	(109,678)	94,895
Deferred Income		(98,375)
Other Liabilities	47,310	13,628
	---------------	---------------
Net Cash Used by Operating Activities	(127,044)	(389,466)
	---------------	---------------
Cash Flows from Investing Activities:
Proceeds from Sale of Assets	1,391
Other Assets	(1,381)	(12,778)
Principal Payments on Notes Receivable	851
	---------------	---------------
Net Cash Provided by (Used by) Investing Activities	861	(12,778)
	---------------	---------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable and Warrants	148,500	70,000
Proceeds on Subscriptions Receivable		15,000
	---------------	---------------
Net Cash Provided by Financing Activities	148,500	85,000
	---------------	---------------
Net increase (decrease) in cash and cash equivalents	22,317	(317,244)
Cash and cash equivalents, Beginning of Period	43,892	367,864
	---------------	---------------
Cash and Cash Equivalents, End of Period	$66,209	$50,620
	============	============
Noncash Transactions:
Issuance of stock warrants in connection with borrowings	$34,296	$21,000
Note payable issued for accrued legal expenses	$16,608	$ -

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXTEN INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the condensed consolidated financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended November 30, 2002. The results of operations for the three-month periods are not necessarily indicative of the operating results anticipated for the fiscal year ending November 30, 2003.

2. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the three-month periods ended February 28, 2003 and February 28, 2002 are summarized as follows:

	(Unaudited) Three Months Ended February 28, 2003	February 28, 2002
Cash paid for:
Interest	$ 6,088	$ 6,243
Income taxes	$ 0	$ 1,850

3. GOING CONCERN MATTERS

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of February 28, 2003, the Company has operating and liquidity concerns, has incurred an accumulated deficit of $15,515,730 as a result of recurring losses, has current liabilities that exceed current assets by $692,055 and is in default on certain notes payable (see Note 9 in the November 30, 2002 Form 10-KSB). These factors, among others, create an uncertainty about the Company's ability to continue as a going concern. There can be no assurance that the Company will be able to successfully acquire the necessary capital to continue its on-going research efforts and bring it to the commercial market. Management's plans to acquire future funding include sales of its proprietary media, immortalized cells and primary cells to the pharmaceutical industry. Additionally, the Company continues to pursue research projects, government grants and capital investment. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue its operations as a going concern.

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4. NOTES PAYABLE

During December, January, and February 2003, the Company issued eight convertible promissory notes for total proceeds of $148,500 with interest accruing at 10% per annum. The principal and interest are payable in 2007 and 2008, five years after the inception of the notes. The lenders may convert the principal and any unpaid interest due into the Company's common stock. The conversion price varies from $.10 to $.20 at maturity. Additionally, the Company issued 1,485,000 common stock warrants convertible at $.10 per share and 981,500 common stock warrants convertible at $.08 per share should the notes be converted. These warrants have been valued at $.05 per warrant for those convertible at $.10 and at $.04 per warrant for those convertible at $.08. The Company initially increased additional paid-in capital by $34,296 in the three months ended February 28, 2003 based on the fair value of the warrants and reduced the carrying value of the convertible promissory notes payable by the same amount for the debt discount attributable to the fair value of the warrants which is being amortized to interest expense over the term of the convertible notes.

On April 1, 2002, the Company negotiated a Promissory Note with its legal counsel for legal services rendered through March 31, 2002. The note was for $33,392 at 10% per annum and was due and payable June 30, 2002. The Company did not pay the note and renegotiated the terms on February 1, 2003. The previous note was voided and a new note in the principal amount of $50,000 was issued for the balance of the old note and $16,608 for additional legal services that had been included in accrued expenses. The new note is payable in monthly installments of $4,000 beginning March 2003 until the note is paid in full.

5. STOCK-BASED COMPENSATION

As explained in Note 11 in the Form 10-KSB, the Company accounts for stock options granted to employees based on their intrinsic values under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees, and Related Interpretations", and has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", and the provisions of Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123". Since the exercise price of all of the options granted by the Company and its subsidiary to their employees has been equal to or greater than fair value, the Company has not recognized any earned or unearned compensation costs in its consolidated financial statements in connection with those options. The Company's historical net loss and basic net loss pe r share, and pro forma net loss and basic net loss per share, for the three months ended February 28, 2003 and 2002 assuming compensation cost had been determined based on the fair value of all options at the respective dates of grant determined using a pricing model consistent with the provisions of SFAS 123 are set forth below:

	Three Months Ended February 28,
	2003		2002
	---------------		---------------
Net loss - as reported	$	(272,801)	$	(607,850)
Stock-based employee compensation expense assuming a fair value based method has been used for all awards		(100,000)		-
	---------------		---------------
Net loss - pro forma	$	(372,801)	$	(607,850)
	============		============
Basic and Diluted loss per share - as reported	$	(.00)	$	(.01)
	============		============
Basic and Diluted loss per share - pro forma	$	(.00)	$	(.01)
	============		============

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

This Quarterly Report on Form 10-QSB contains forward-looking statements that involve risks and uncertainties. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, the Company's ability to complete and fund its research and development. The Company's actual results may differ significantly from the results discussed in the forward-looking statements.

Overview

Business:

We were incorporated in Delaware on April 28, 1970 under the name of Exten Ventures, Inc. Although we have been in existence for over thirty years, we have not yet completed production of any marketable products. Until recently, our primary focus has been the development of a synthetic bio-liver device, known as the Sybiol®, through our majority-owned subsidiary, Xenogenics Corporation. Because this technology must be tested for safety and efficacy in humans in clinical trials which are reviewed by the Food and Drug Administration, we believe it will take approximately three to five years to develop, test and commercialize the liver device. With our recent acquisition of MultiCell Technologies and its development of liver-related cell lines, we are now focusing on the opportunities afforded us with the engineered liver cell lines that are currently available for drug discovery and toxicology testing. Since there are nonhuman uses for these cells, and there are no regulatory issues preventing immediate sales, licensing and direct sales have begun.

MultiCell will continue to improve and expand the number of cell lines to meet the testing and research needs of the pharmaceutical industry. Human liver cells are the most bio-chemically complex cells in the body. One of their important functions relates to the production of proteins that are used by the body to perform vital functions such as blood clotting. MultiCell has developed culture conditions wherein cells are creating a number of these proteins. A major research effort will be to expand the quantity of proteins in an attempt to create a commercially viable product.

Scientists believe there will be a great opportunity to use stem cells as a source of highly functional hepatocytes. One use for these cells would be for transplant as a treatment for certain diseases. These cells would also have value to the pharmaceutical industry in toxicology testing. MultiCell is focusing on adult liver stem cells. There are no controversy or supply issues with these cells as there is with fetal or embryonic stem cells. This is a long-term project.

Xenogenics Corporation, our majority-owned subsidiary, is a developmental stage enterprise that owns all of the rights to the Sybiol synthetic bio-liver device for which a patent is pending in 15 countries, including the United States. Xenogenics is currently owned as follows:

Exten Industries, Inc.	56.4%
Kestrel Equity Partners, Ltd.	21.7%
Jack Schaps	12.5%
W. Gerald Newmin	8.0%
Others	1.4%

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The underlying concept of the liver device is that an artificial liver can act as a substitute liver for a patient whose own liver is healing from injury or disease. In addition, the device is intended for use as a "bridge" for transplant patients awaiting a donor organ. The device may also be used to assist and improve the quality of life for patients with chronic liver disease or episodic liver trauma. Xenogenics has a Research and Development Agreement and a Supplier Agreement with MultiCell under which MultiCell will supply engineered human liver cell lines and optimize the interface between these cell lines and the Sybiol device. An engineered human cell line is expected to eliminate variability in patient treatment and limit the viral risks associated with primary porcine hepatocytes.

Some of our products will be subject to regulation in the United States by the FDA and by comparable regulatory authorities in foreign jurisdictions. Future products including Therapeutic Plasma Proteins, stem cell transplantation and the Sybiol device will be regulated under the Public Health Service Act and the Food, Drug and Cosmetic Act. The use of engineered liver cells generated by MultiCell for this application will also be regulated by the FDA. Development of a therapeutic product for human use is a multi-step process. After acceptance of a plan by the FDA, animal and human testing must be completed. Human clinical investigations typically involve three phases. Phase I is conducted to evaluate the safety of the experimental product in humans. If acceptable product safety is demonstrated, the Phase II and III studies are initiated. These trials are designed to evaluate the effectiveness of the product in the treatment of a given disease and, typically, are well controlled, clo sely monitored studies. As Phase II trials are successfully completed, Phase III studies will commence with expanded controlled and uncontrolled trials which are intended to gather additional information about safety and efficacy in order to evaluate the overall risk/benefit relationship of the experimental product and provide an adequate basis for physician labeling. These studies also may compare the safety and efficacy of the experimental device with currently available products. While it is not possible to estimate the amount of time that will be required to complete Phase I, II and III studies, this process often lasts several years.

We have not yet begun human clinical trials for the Sybiol device. We intend to begin such trials by the end of 2004 upon completion of the redesign and validation of the device. We estimate that we will need approximately $500,000 to validate the efficacy of the device. Once the device has demonstrated functionality, the Company intends to seek joint venture arrangements with major renal dialysis companies to complete the development and commercialization of this product.

Presently, our focus is on the generation of short-term revenue to stabilize our cash position. Most pharmaceutical companies in the world have a need for highly functional human liver cells. The engineered liver cells developed by MultiCell appear to meet many of these needs. These cells present an immediate sales revenue opportunity. We are currently in discussion with numerous pharmaceutical companies about research agreements or direct purchase of our cells.

With respect to MultiCell's efforts on behalf of Xenogenics, before human studies may begin, the cells provided for the Sybiol system by MultiCell will be subjected to the same scrutiny as the Sybiol device. MultiCell will need to demonstrate sufficient process controls to meet strict standards for a complex medical system. This means the cell production facility will need to meet the same standards as those pertaining to a pharmaceutical company. Our plan is to partner with a major pharmaceutical company to bring our therapeutic proteins to market. The expertise of such a partner would be invaluable in completing such a program.

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We have operated and will continue to operate by minimizing expenses as we move towards a cash positive position. The largest expenses relate to personnel and to meeting the legal and reporting requirements of being a public company. By utilizing consultants whenever possible, and asking employees to manage multiple responsibilities, operating costs are kept low. Additionally, a number of employees receive company stock in lieu of cash as part of their compensation to help in the effort to minimize monthly cash flow. We have successfully lowered our costs while we are in this development mode.

Once we have achieved a positive cash position, we intend to gradually add scientific and support personnel. We want to add specialists for our key research areas. These strategic additions will help us expand our product offerings leading us to additional revenues and profits. Of course as revenues increase, administrative personnel will be necessary to meet the added workload. Other expenses, such as sales and customer service, will increase commensurate with increased revenues.

Results of Operations.

The following discussion is included to describe our consolidated financial position and results of operations. The consolidated financial statements and notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Quarter Ended February 28, 2003 Compared to the Quarter Ended February 28, 2002

Revenues. Total revenues for the quarter ended February 28, 2003 were $115,334 as compared to $148,124 revenues for the same quarter in the prior fiscal year. The decrease in revenues was attributable to the ending of a collaborative research agreement between our MultiCell Subsidiary and Pfizer Inc. which was not offset by new revenue from the sale of our cell lines.

Operating Expenses. Total operating expenses for the quarter ended February 28, 2003, were $301,163 representing a decrease of $438,107 as compared to the same quarter in the prior fiscal year. This decrease is primarily the result of a decrease in general and administrative and research and development expenses.

The decrease of $321,588 in selling, general and administrative expenses for the quarter ended February 28, 2003 is primarily attributable to consolidation of facilities and elimination of certain personnel positions. The decrease of $109,582 in research and development expenses is attributable to the Company's elimination of certain personnel associated with completed research projects. In addition, the $6,937 decrease in depreciation and amortization expenses over the prior year is due to the lower amortization expense related to the amortization of the license agreement recorded in connection with the acquisition of MultiCell.

Other income/expense. Interest expense for the quarter ended February 28, 2003, was $52,839, which represents an increase of $33,935 over the same quarter in the prior fiscal year. This increase is attributable to interest expense incurred on the funds we borrowed for the operation of MultiCell, as well as other notes payable which were outstanding during the prior year. Interest income for the quarter ended February 28, 2003, was $266, as compared to $15,928 in the previous year's quarter. This decrease is attributable to the timing of the receipt of interest payments. The increase in the discount on notes payable of $14,782 over the same quarter in the prior fiscal year is due to the new notes payable issued during the quarter.

Net Loss. Net loss for the quarter ended February 28, 2003, was $272,801, as compared to a net loss of $607,850 for the same quarter in the prior fiscal year, representing a decrease in net loss of $335,049. This decrease is attributable to expense controls in light of lesser revenues during the period.

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Liquidity and Capital Resources

Our cash needs are currently being managed primarily through the issuance of debt or equity investments. Although sales of our cell lines have begun, they are not at a sufficient level to meet all of our cash requirements. The Company is maintaining a conservative fiscal policy until the Company signs new pharmaceutical agreements that are being aggressively pursued. The Company has had discussions with more than a dozen companies interested in acquiring our engineered cells for research. We believe that some of these discussions can be brought to a conclusion in the near future. The agreements may produce cash to use for operations and research.

The Company is also discussing agreements with distribution partners. Such an agreement will involve a cash investment by the partner to MultiCell to obtain the rights to our cells. There are a number of companies that currently sell products similar to the cell products that we have. These companies have the sales and distribution forces in place and could add our product maximizing the strengths of both companies. Our goal is to find partners that can help us in all segments of the markets. These could include for example, pharmaceutical companies, contract toxicology labs, and industrial labs. The cash investments would be followed by sales and royalty revenues to maintain positive cash flow for the Company.

ITEM 3. CONTROLS AND PROCEDURES

As of February 20, 2003, an evaluation was performed under the supervision and with the participation of the Company's management, including the CEO and Treasurer, the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and Treasurer, concluded that the Company's disclosure controls and procedures were effective as of February 20, 2003. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to February 20, 2003.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

In March 2002, the Company was served with a lawsuit filed by George Colin alleging that the Company had defaulted in its interest payments to Mr. Colin due pursuant to a $50,000 convertible loan entered into in October 2001. The lawsuit was filed in the Superior Court of California, in the County of Orange. On February 26, 2002, Mr. Colin filed suit against Exten claiming non performance of contract by Exten. The company has settled the lawsuit by voiding the original warrant agreement and issuing a new warrant agreement. Upon conversion of his note, Mr. Colin has the right, for a three year period, to purchase 2,000,000 shares of Exten common stock at $.10 and 500,000 shares of Exten common stock at $.12. All other terms of the original agreement remain in effect.

ITEM 2: CHANGES IN SECURITIES

NONE

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

NONE

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

NONE

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ITEM 5: OTHER INFORMATION:

In September of 2001, The Cooke Family Trust received 5,000,000 shares of Exten Common Stock in payment of a $500,000 promissory note we issued to The Cooke Family Trust in November 2000 with registration provisions. In the event that we had not registered these shares by March 31, 2002, or such later date as the parties may agree, the Trust will have the right to return the shares to us and reinstate the note. The Company was unable to final a registration statement in the agreed upon time period. Initially Mr. Cooke indicated his desire to return the shares but he has not exercised that option yet. The Company is currently negotiating with Mr. Cooke to extend the registration period.

ITEM 6(a): EXHIBITS

The following exhibits are included herein:

99.1	Certification of Chief Executive Officer.
99.2	Certification of Treasurer.

ITEM 6(b): REPORTS ON FORM 8-K - CHANGE OF INDEPENDENT ACCOUNTANTS

On January 13, 2003, Exten Industries, Inc. (the "Registrant") dismissed Swenson Advisors, LLP (the "Former Auditor") as its independent certifying accountants. The Former Auditor's audit report on the Company's consolidated financial statements for the year ended November 30, 2001 was included in the Company's Form 10-KSB, which was filed on February 28, 2002. The audit report contained no adverse opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles but did contain modifications as to the Registrant's ability to continue as a going concern for the year ended November 30, 2001. The audit report for fiscal year ended November 30, 2001 was the only audit report issued by the Former Auditor during its engagement by the Registrant.

The decision to dismiss the Former Auditor was approved by Audit Committee and the Company's Board of Directors. Consequently, following the approval of its Board of Directors, the Company informed the Former Auditor by letter dated January 15, 2003 that the Company was dismissing the Former Auditor. On January 14, 2003, the Company engaged as its new independent auditor J. H. Cohn LLP (the "New Auditor") to audit the Company's consolidated financial statements for the years ended November 30, 2002 and 2003.

There were no disagreements between the Company and the Former Auditor during the fiscal year ended November 30, 2001, and the interim periods ended August 31, 2002 and through the date of the Former Auditor's dismissal on any matter of accounting principles or practices, financial statement disclosure or auditing scope, or procedure which disagreements if not resolved to the satisfaction of Swenson Advisors, LLP, would have caused that firm to make reference in connection with its report on the consolidated financial statements of the Registrant for such year.

Prior to the engagement of the New Auditor, there were no consultations between the Company and the New Auditor relating to disclosable disagreements with the Former Auditor, how accounting principles would be applied by the New Auditor to a specific transaction, or the type of an opinion the New Auditor might render.

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SIGNATURES

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

EXTEN INDUSTRIES, INC. (Registrant)
Date: 04/21/03	By: /s/ W. Gerald Newmin	Date: 04/21/03	By: /s/ Gregory F. Szabo
	W. Gerald Newmin		Gregory F. Szabo
	Chairman, Chief Executive Officer		President, Chief Operating Officer, and Treasurer

Form 10-QSB Certifications
I, W. Gerald Newmin, certify that:
1.	I have reviewed this quarterly report on Form 10-QSB of Exten Industries, 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 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 functions):
	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.
			Date: .......................................
			___________________________ W. Gerald Newmin Chief Executive Officer

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I, Gregory F. Szabo, certify that:
7.	I have reviewed this quarterly report on Form 10-QSB of Exten Industries, Inc.;
8.	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;
9.	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;
10.	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 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;
11.	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 functions):
	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
12.	Chief Executive Officer
			Date: .......................................
			___________________________ Gregory F. Szabo Treasurer

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EX-99

Exhibits

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

In connection with the Quarterly Report of Exten Industries, Inc. (the "Company") on Form 10-QSB for the period ending February 28, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald W. Newmin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
			By:	/s/ Gerald W. Newmin
			Name:	Gerald W. Newmin
			Title:	Chief Executive Officer

EX-99

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

In connection with the Quarterly Report of Exten Industries, Inc. (the "Company") on Form 10-QSB for the period ending February 28, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory F. Szabo, Treasurer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
			By:	/s/ Gregory F. Szabo
			Name:	Gregory F. Szabo
			Title:	Treasurer

G:\CLIENTS\EXTEN\FILINGS\10-Q\906CERT.DOC

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