UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2003

OR

o	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 : 333-26427-01

KDSM, INC.

(Exact name of Registrant as specified in its charter)

Maryland		52-1975792
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10706 Beaver Dam Road Hunt Valley, Maryland 21093
(Address of principal executive offices)

(410) 568-1500
(Registrant’s telephone number, including area code)

None
(Former name, former address and former fiscal year-if changed since last report)

SINCLAIR CAPITAL

(Exact name of Registrant as specified in its charter)

Delaware		52-2026076
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10706 Beaver Dam Road Hunt Valley, Maryland 21093
(Address of principal executive offices)

(410) 568-1500
(Registrant’s telephone number, including area code)

None
(Former name, former address and former fiscal year-if changed since last report)

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

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

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 ý No o

As of May 9, 2003, there are 100 shares of class A common stock, $.01 par value of KDSM, Inc., issued and outstanding.

In addition, 2,000,000 shares of $200 million aggregate liquidation value of 11.625% high yield trust offered preferred securities of Sinclair Capital, a subsidiary trust of KDSM, Inc., are issued and outstanding.

The registrants each meet the conditions for reduced disclosure set forth in General Instruction H (1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format.

KDSM, INC. AND SUBSIDIARIES

Form 10-Q

For the Quarter Ended March 31, 2003

Table of Contents

Part I. Financial Information

	Item 1.		Consolidated Financial Statements

		Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002

		Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002

		Consolidated Statement of Stockholder’s Equity for the Three Months Ended March 31, 2003

		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002

		Notes to Unaudited Consolidated Financial Statements

		Management’s Narrative Analysis of Results of Operations

Part II. Other Information

	Item 4.		Controls and Procedures

	Item 6.		Exhibits and Reports on Form 8-K

		Signature

KDSM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31, 2003		December 31, 2002
	(unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	23	$	5
Accounts receivable, net of allowance for doubtful accounts of $50 and $58, respectively	1,291		1,421
Dividends receivable from parent	1,085		1,085
Current portion of program contract costs	844		1,250
Prepaid expenses and other current assets	30		65
Deferred barter costs	45		56
Total current assets	3,318		3,882
PROPERTY AND EQUIPMENT, net	6,004		6,143
PROGRAM CONTRACT COSTS, less current portion	557		699
INVESTMENT IN PARENT PREFERRED SECURITIES	206,200		206,200
DUE FROM PARENT	33,468		32,398
OTHER ASSETS, net of accumulated amortization of $3,865 and $3,706, respectively	3,812		3,972
BROADCAST LICENSE	4,022		4,022
DEFINITE-LIVED INTANGIBLE ASSETS, net	2,014		2,055
Total Assets	$	259,395	$	259,371

LIABILITIES AND STOCKHOLDER’S EQUITY

CURRENT LIABILITIES:
Accounts payable	$	150	$	177
Accrued liabilities	330		382
Current portion of program contracts payable	1,447		1,709
Current portion of capital lease	204		202
Deferred barter revenues	42		55
Subsidiary trust minority interest expense payable	969		969
Total current liabilities	3,142		3,494
CAPITAL LEASES	1,990		1,980
PROGRAM CONTRACTS PAYABLE	1,461		1,707
OTHER LONG TERM LIABILITIES	67		73
Total Liabilities	6,660		7,254
COMMITMENTS AND CONTINGENCIES
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR DEBENTURES	200,000		200,000

STOCKHOLDER’S EQUITY:
Common stock, $.01 par value, 1,000 shares authorized and 100 shares issued and outstanding	—		—
Additional paid-in capital	51,149		51,149
Retained earnings	1,586		968
Total Stockholder’s Equity	52,735		52,117
Total Liabilities and Stockholder’s Equity	$	259,395	$	259,371

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

KDSM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data) (Unaudited)

	March 31, 2003			March 31, 2002
REVENUES:
Station broadcast revenues, net of agency commissions of $226 and $234, respectively	$	1,777		$	1,786
Revenues realized from station barter arrangements	229			143
Total revenues	2,006			1,929

OPERATING EXPENSES:
Program and production	461			473
Selling, general and administrative	696			656
Expenses realized from station barter arrangements	189			102
Amortization of program contract costs and net realizable value adjustments	573			429
Depreciation and write-off of property and equipment	197			139
Amortization of acquired intangible broadcast assets and other assets	41			41
Total operating expenses	2,157			1,840
Broadcast operating (loss) income	(151		)	89

OTHER INCOME (EXPENSE):
Parent preferred stock dividend income	6,508			6,508
Subsidiary trust minority interest expense	(5,972		)	(5,972		)
Capital lease interest expense	(64		)	(61		)
Interest income	297			319
Income before income taxes	618			883

ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAX BENEFIT	0			0
STATE INCOME TAX BENEFIT	0			0
INCOME FROM CONTINUING OPERATIONS	618			883
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE	—			(23,178		)
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	618		$	(22,295	)
NET INCOME (LOSS) PER COMMON SHARE	$	6,180		$	(222,950	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED	100			100

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

KDSM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2003

(in thousands) (Unaudited)

	Common Stock		Additional Paid-In Capital		Retained Earnings		Total Stockholder’s Equity

BALANCE, December 31, 2002	$	—	$	51,149	$	968	$	52,117
Net income	—		—		618		618
BALANCE, March 31, 2003	$	—	$	51,149	$	1,586	$	52,735

The accompanying notes are an integral part of this unaudited consolidated statement.

KDSM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)

	Three Months Ended March 31,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	618		$	(22,295	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation of property and equipment	197			139
Amortization of acquired intangible broadcast assets and other assets	41			41
Amortization of deferred financing costs	160			160
Amortization of program contract costs and net realizable value adjustments	573			429
Cumulative effect of change in accounting principle	—			23,178
Changes in assets and liabilities, net of effects of acquisitions and dispositions—
Decrease in accounts receivable, net	130			305
Increase in prepaid expenses and other current assets	34			(55		)
Increase in accounts payable and accrued liabilities	(81		)	(177		)
Increase in other long term liabilities	7			7
Net effect of change in deferred barter revenues and deferred barter costs	(1		)	(12		)
Payments on program contracts payable	(531		)	(482		)
Net cash flows from operating activities	1,147			1,238
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(35		)	(230		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in due from parent	(1,094		)	(936		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	18			72
CASH AND CASH EQUIVALENTS, beginning of period	5			8
CASH AND CASH EQUIVALENTS, end of period	$	23		$	80
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Parent preferred stock dividends	$	6,508		$	6,508
Subsidiary trust minority interest payments	$	5,812		$	5,812

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

KDSM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying consolidated financial statements include the accounts of KDSM, Inc., Sinclair Capital (a subsidiary trust), and KDSM Licensee, Inc., which are collectively referred to hereafter as “we”, “the Company” or “KDSM”. The company is a wholly owned subsidiary of Sinclair Broadcast Group, Inc. The Company is a television broadcaster serving the Des Moines, Iowa area through station KDSM on Channel 17. KDSM owns all the issued and outstanding common stock of KDSM Licensee, Inc. and all of the common trust interests of Sinclair Capital. All intercompany amounts are eliminated in consolidation.

Interim Financial Statements

The consolidated financial statements for the three months ended March 31, 2003 and 2002 are unaudited, but in the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations, and cash flows for these periods.

As permitted under the applicable rules and regulations of the Securities and Exchange Commission, these financial statements do not include all disclosures normally included with audited consolidated financial statements, and, accordingly, should be read in conjunction with the financial statements and notes thereto as of December 31, 2002 and for the year then ended. The results of operations presented in the accompanying financial statements are not necessarily representative of operations for an entire year.

Recent Accounting Pronouncements

We adopted SFAS No. 143, Accounting for Asset Retirement Obligations on January 1, 2003. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of SFAS No. 143 did not have a material effect on our financial statements.

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51 (Interpretation No. 46). Interpretation No. 46 introduces the variable interest consolidation model, which determines control and consolidation based on potential variability in gains and losses of the entity being evaluated for consolidation. We do not expect Interpretation No. 46 to have a material impact on our financial statements.

We adopted SFAS No. 145, Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections on January 1, 2003. SFAS No. 145 requires us to record gains and losses on extinguishment of debt as a component of income from continuing operations rather than as an extraordinary item, and we have reclassified such items for all periods presented. There are other provisions SFAS No. 145 and we do not expect them to have a material effect on our financial statements.

We adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities on January 1, 2003. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The primary difference between SFAS No. 146 and EITF 94-3 concerns the timing of liability recognition and the adoption of SFAS No. 146 did not have a material effect on our financial statements.

2. CONTINGENCIES AND OTHER COMMITMENTS:

Lawsuits and claims are filed against us from time to time in the ordinary course of business. These actions are in various preliminary stages, and no judgments or decisions have been rendered by hearing boards or courts. Management, after reviewing developments to date with legal counsel, is of the opinion that the outcome of such matters will not have a material adverse effect on our financial position or results of operations.

3. COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF TRUST:

In March 1997, we completed an offering of $200 million aggregate liquidation value of 11⁵/₈% High Yield Trust

Offered Preferred Securities (the “HYTOPS”) of Sinclair Capital, a subsidiary trust of ours. The HYTOPS were issued March 12, 1997, mature March 15, 2009, are mandatorily redeemable at maturity, and provide for quarterly distributions to be paid in arrears beginning June 15, 1997. We utilized the proceeds of the offering combined with other capital contributions to acquire $206.2 million of 12⁵/₈% Series C Preferred Stock (the “Sinclair Preferred Securities”) of Sinclair.

4. PARENT PREFERRED SECURITIES:

In March 1997, we utilized the proceeds of the HYTOPS combined with other capital contributions to acquire $206.2 million of 12⁵/₈% Sinclair Preferred Securities, issued by Sinclair. The Sinclair Preferred Securities were issued March 12, 1997, mature March 15, 2009, are mandatorily redeemable at maturity, and provide for quarterly distributions to be paid in arrears beginning June 15, 1997.

5. INCOME TAXES:

For the three months ended March 31, 2003 and 2002, we had sufficient cumulative earnings and profits from prior years to allow us to utilize all of the dividends received deduction associated with the HYTOPS. As a result, no income tax provision was required by us for the three months ended March 31, 2003 and 2002.

6. SUBSEQUENT EVENTS:

On May 14, Sinclair announced a proposed private offering of $100 million Senior Subordinated Notes (the "Senior Subordinated Notes") and a proposed private offering of $100 million Convertible Senior Subordinated Notes (plus an option to be granted to certain initial purchasers to acquire an additional $20 million of the convertible notes) (the "Convertible Notes").

Sinclair intends to use the net proceeds of the proposed private offerings, together with available cash on hand and/or bank debt, to finance the repurchase or redemption of Sinclair's existing 11.625% High Yield Trust Offering Preferred Securities ("HYTOPS") due March 15, 2009. The Senior Subordinated Notes and the Convertible Notes would be marketed concurrently , but are not conditioned upon each other.

MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The following analysis should be read in conjunction with the unaudited financial statements of KDSM, Inc. and related notes included elsewhere in this quarterly report and the audited financial statements and Management’s Discussion and Analysis contained in our Form 10-K, for the fiscal year ended December 31, 2002.

This report includes or incorporates forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including, among other things:

• continuing impact of the war

• the impact of changes in national and regional economies,

• volatility of programming costs,

• the popularity of our programming,

• the effectiveness of new sales people,

• our ability to attract and maintain local and national advertising,

• pricing and demand fluctuations in local and national advertising,

• changes in the makeup of the population in the area where our station is located,

• the activities of our competitors, and

• the effects of governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations.

Other matters set forth in this report including the risk factors set forth in Sinclair Broadcast Group, Inc.’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2003, may also cause actual results in the future to differ materially from those described in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

The following table sets forth certain operating data for the three months ended March 31, 2003 and 2002:

OPERATING DATA (dollars in thousands):

	Three Months Ended March 31,
	2003			2002
Net broadcast revenues (a)	$	1,777		$	1,786
Barter revenues	229			143

Total revenues	2,006			1,929

Program and Production	461			473
Selling, general and administrative	696			656
Expenses from barter arrangements	189			102
Depreciation and amortization (b)	811			609
Broadcast operating (loss) income	(151		)	89
Dividend and interest income (c)	6,805			6,827
Capital lease interest expense	(64		)	(61		)

Subsidiary trust minority interest expense (d)	(5,972		)	(5,972		)
Net income before income taxes	618			883
Income taxes	—			—
Cumulative Adjustment for Change in Accounting Principle	—			(23,178		)
Net income (loss)	$	618		$	(22,295	)

a) “Net broadcast revenues” are defined as broadcast revenues net of agency commissions.

b) Depreciation and amortization includes depreciation and amortization of property and equipment and amortization of definite-lived intangible assets and other assets.

c) Dividend and interest income primarily results from dividends on the Parent Preferred Securities.

d) Subsidiary trust minority interest expense represents distributions on the HYTOPS and amortization of deferred financing costs.

Results of Operations

Three Months Ended March 31, 2003 and 2002

Net broadcast revenues decreased to $1.78 million for the three months ended March 31, 2003 from $1.79 million for the three months ended March 31, 2002, or 0.6%. The decrease in net broadcast revenues for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 resulted from a decrease in national revenues of $33,000 and a decrease in production and other revenue of $22,000 offset by an increase in local revenues of $42,000. The decline in national revenues of $33,000 is related to the war with Iraq, while the increase in local revenues of $42,000 is due to an increase in local business sales.

Programming and production expenses decreased to $461,000 for the three months ended March 31, 2003 from $473,000 for the three months ended March 31, 2002, or 2.5%. The decrease in programming and production expenses for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 is related to the Fox inventory buyback agreement, lower energy costs, and new agreements related to music license fees.

Selling, general and administrative expenses increased to $696,000 for the three months ended March 31, 2003 from $656,000 for the three months ended March 31, 2002, or 6.1%. The increase in selling, general and administrative expenses for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 is related to an increase in sales expense of $25,000 as a result of new local direct business, an increase of $11,000 related to stock based compensation, and an increase in general and administrative expense of $6,000 offset by a decrease in traffic costs of $2,000.

Depreciation increased to $197,000 for the three months ended March 31, 2003 from $139,000 for the three months ended March 31, 2002. The increase in depreciation for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 primarily resulted from the acquisition of additional fixed assets related to the digital television conversion. Amortization of program contract costs and net realizable value adjustments increased to $573,000 for the three months ended March 31, 2003 from $429,000 for the three months ended March 31, 2002. The increase is primarily related to a sports contract addition in the fourth quarter of 2002 with amortization of $283,000 in the first quarter of 2003 offset by a decrease in film amortization related to a lower cost of film additions throughout 2002. Amortization of acquired intangible broadcasting assets was unchanged for the three months ended March 31, 2003 from the three months ended March 31, 2002.

Broadcast operating loss for the three months ended March 31, 2003 was $151,000 compared to broadcast operating income of $89,000 for the three months ended March 31, 2002. The decrease in broadcast operating income for the three months ended March 31, 2003 was primarily attributable to lower broadcast revenues, specifically national revenues and higher operating expenses including depreciation, amortization of program contract costs and net realizable value adjustments and barter.

No income tax provision was recorded for the three months ended March 31, 2003 and 2002 because of our ability to use all of the dividends received deduction associated with the HYTOPS. Our effective tax rate for the three months ended March 31, 2003 and 2002 was zero.

Net income increased to $618,000 for the three months ended March 31, 2003 from a net loss of $22.3 million for the three months ended March 31, 2002. The net loss for the three months ended March 31, 2002 was primarily related to the adoption of SFAS No. 142 which resulted in the permanent impairment of our goodwill asset. The charge of $23.2 million was recorded as a cumulative effect of a change in accounting principle and reduced our goodwill balance to $0.

Seasonality/Cyclicality

Our results usually are subject to seasonal fluctuations, which result in fourth quarter broadcast operating income being greater usually than first, second and third quarter broadcast operating income. This seasonality is primarily attributable to increased expenditures by advertisers in anticipation of holiday season spending and an increase in viewership during this period. In addition, revenues from political advertising and the Olympics are higher in even numbered years.

Recent Accounting Pronouncements

We adopted SFAS No. 145, Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections on January 1, 2003. SFAS No. 145 requires us to record gains and losses on extinguishment of debt as a component of income from continuing operations rather than as an extraordinary item. There are other provisions SFAS No. 145 and we do not expect them to have a material effect on our financial statements.

Liquidity and Capital Resources

As of March 31, 2003, we had cash balances of approximately $23,000 and working capital of approximately $176,000. Our primary source of liquidity is cash from operations which management believes to be sufficient to meet operating cash requirements. Cash requirements or excess cash from operations are funded by or deposited into Sinclair’s centralized banking system utilized by all of its wholly owned subsidiaries.

We do not anticipate capital expenditures in the coming year to exceed historical capital expenditures, which were approximately $808,000 in 2002. If we are required to make capital expenditures to keep up with emerging technologies, management believes we will be able to fund such expenditures from cash flow and from the proceeds of indebtedness or financing that is allowed to be incurred or obtained under our senior debenture indenture or from capital contributions from Sinclair to the extent permitted under Sinclair’s debt instruments. Under these instruments, Sinclair would currently be able to make capital contributions to us in an amount sufficient to cover such costs if it chose to do so.

On May 14, Sinclair announced a proposed private offering of $100 million Senior Subordinated Notes (the “Senior Subordinated Notes”) and a proposed private offering of $100 million Convertible Senior Subordinated Notes (plus an option to be granted to certain initial purchasers to acquire an additional $20 million of the convertible notes) (the “Convertible Notes”).

Sinclair intends to use the net proceeds of the proposed private offerings, together with available cash on hand and/or bank debt, to finance the repurchase or redemption of Sinclair’s existing 11.625% High Yield Trust Offering Preferred Securities (“HYTOPS”) due March 15, 2009. The Senior Subordinated Notes and the Convertible Notes would be marketed concurrently, but are not conditioned upon each other.

PART II

ITEM 4. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our Company’s management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. In designing and evaluating the disclosure controls and procedures, we and our management recognize that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective. Based on our evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures provide us with a reasonable level of assurance of reaching our desired disclosure control objectives and are effective in timely alerting them to material information required to be included in our periodic SEC reports. In addition, we have reviewed our internal controls and have seen no significant changes in our internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, executed by the CEO.

99.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, executed by the CFO.

(b) Reports on Form 8-K

None.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 15th day of May 2003.

	KDSM, INC.

	by:	/s/ David B. Amy
		David B. Amy
		Principal Accounting Officer

I, David D. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of KDSM, Inc. (registrant);

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 in material weakness.

Date:	May 15, 2003

		/s/ David D. Smith
		Signature:	David D. Smith, Principal Executive Officer

I, David B. Amy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of KDSM, Inc. (registrant);

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;

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

Date:	May 15, 2003

		/s/ David B. Amy
		Signature:	David B. Amy, Principal Accounting Officer