UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended:         June 30, 2001
                                            ------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

             For the transition period from                  to
                                            ---------------    ----------------
                    Commission file number               000-28673
                                            ------------------------------------

                               Pear Network, Inc.
     ----------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                     Wyoming                               86-0970004
--------------------------------------------------------------------------------
             (State or other jurisdiction                (IRS Employer
         of incorporation or organization)             Identification No.)

                11601 East Lusitano Place, Tucson, Arizona, 85748
  ----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (520) 731-9890
                            Issuer's telephone number

      (Former name, former address and former fiscal year, if changed since last
report.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes ----- No -----

<PAGE>

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practical  date:  June 30, 2001  1,000,000
                                                        ------------------------

        Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----





















<PAGE>
                                    PART I


Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT


Pear Network, Inc.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)


        We have reviewed the accompanying  balance sheets of Pear Network,  Inc.
(formerly known as Valuable Ventures,  Inc.) (a development stage company) as of
June 30, 2001 and September 30, 2000,  and the related  statements of operations
for the three and nine months  ended June 30, 2001 and 2000,  and cash flows for
the nine months ended June 30, 2001 and 2000. These financial statements are the
responsibility of the Company's management.

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

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

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
July 27, 2001


<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  June 30,      September 30,
                                                                    2001             2000
                                                               ---------------  --------------
<S>                                                            <C>              <C>
Assets:                                                        $             -  $            -
                                                               ===============  ==============

Liabilities - Accounts Payable                                 $         1,672  $          319
                                                               ---------------  --------------

Stockholders' Equity:
  Preferred  Stock - Series  A, Par value
    $.001  Authorized  5,000,000  shares,
    Issued -0- Shares
    at June 30, 2001 and September 30, 2000                                  -               -
  Preferred Stock - Series B, Par value $.001
    Authorized 5,000,000 shares, Issued -0- Shares
    at June 30, 2001 and September 30, 2000                                  -               -
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at June 30, 2001
    and September 30, 2000                                               1,000           1,000
  Paid-In Capital                                                        3,118           2,799
  Retained Deficit                                                      (1,075)         (1,075)
  Deficit Accumulated During the
    Development Stage                                                   (4,715)         (3,043)
                                                               ---------------  --------------
     Total Stockholders' Equity                                         (1,672)           (319)
                                                               ---------------  --------------

     Total Liabilities and
       Stockholders' Equity                                    $             -  $            -
                                                               ===============  ==============
</TABLE>





                       See accompanying notes and accountants' report.
<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                since October
                                                                                   20, 1999
                                                                                  Inception
                 For the three months ended       For the nine months ended           of
                          June 30,                        June 30,               development
               ------------------------------  -------------------------------
                    2001            2000            2001            2000            stage
               --------------  --------------  --------------- ---------------  --------------
<S>            <C>             <C>             <C>             <C>              <C>
Revenues:      $            -  $            -  $             - $             -  $            -

Expenses:                  72              65            1,672             945           4,715
               --------------  --------------  --------------- ---------------  --------------

     Net Loss  $          (72) $          (65) $        (1,672)$          (945) $       (4,715)
               ==============  ==============  =============== ===============  ==============

Basic &
Diluted loss
per share      $            -  $            -  $             - $             -
               ==============  ==============  =============== ===============
</TABLE>













                       See accompanying notes and accountants' report.



<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                since October
                                                                                   20, 1999
                                                  For the nine months ended      Inception of
                                                          June 30,               Development
                                               -------------------------------
                                                    2001            2000            Stage
                                               --------------- ---------------  --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                            <C>             <C>              <C>
Net Loss                                       $        (1,672)$          (945) $       (4,715)
Increase (Decrease) in Accounts Payable                  1,353              65           1,672
                                               --------------- ---------------  --------------
  Net Cash Used in operating activities                   (319)           (880)         (3,043)
                                               --------------- ---------------  --------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities                    -               -               -
                                               --------------- ---------------  --------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder                         319             880           3,043
                                               --------------- ---------------  --------------
Net Cash Provided by
  Financing Activities                                     319             880           3,043
                                               --------------- ---------------  --------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                  -               -               -
Cash and Cash Equivalents
  at Beginning of Period                                     -               -               -
                                               --------------- ---------------  --------------
Cash and Cash Equivalents
  at End of Period                             $             - $             -  $            -
                                               =============== ===============  ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                     $             - $             -  $            -
  Franchise and income taxes                   $             - $             -  $           25
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None


                        See accompanying notes and accountants' report.

<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        This summary of  accounting  policies for Pear Network,  Inc.  (formerly
known as Valuable Ventures,  Inc.) (a development stage company) is presented to
assist in  understanding  the Company's  financial  statements.  The  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Interim Reporting

        The unaudited financial  statements as of June 30, 2001 and for the nine
month period then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of  operations  for the nine  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

        The Company was  incorporated  under the laws of the State of Wyoming on
February 27, 1997. The Company ceased all operating activities during the period
from  February 27, 1997 to October 20, 1999 and was  considered  dormant.  Since
October 20, 1999, the Company is in the development stage, and has not commenced
planned principal operations. On March 26, 2001, the Company changed its name to
Pear Network, Inc.

Nature of Business

        The Company has no products or services as of June 30, 2001. The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire  interests in various  business  opportunities,  which in the
opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions that affect the reported amounts


<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                  For the three months ended June 30, 2001
                                                  ----------------------------------------
Basic Loss per Share
<S>                                           <C>                    <C>        <C>
Loss to common shareholders                   $           (72)       1,000,000  $            -
                                              ===============  ===============  ==============

                                                  For the three months ended June 30, 2000
                                                  ----------------------------------------
Basic Loss per Share
Loss to common shareholders                   $           (65)       1,000,000  $            -
                                              ===============  ===============  ==============

                                                  For the nine months ended June 30, 2001
                                                  ---------------------------------------
Basic Loss per Share
Loss to common shareholders                   $        (1,672)       1,000,000  $            -
                                              ===============  ===============  ==============

                                                  For the nine months ended June 30, 2000
                                                  ---------------------------------------
Basic Loss per Share
Loss to common shareholders                   $          (945)       1,000,000  $            -
                                              ===============  ===============  ==============
</TABLE>
        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for June 30, 2001 and 2000 and are thus not considered.

Concentration of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.


<PAGE>

                               PEAR NETWORK, INC.
                   (formerly known as Valuable Ventures, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Continued)

NOTE 2 - INCOME TAXES

        As of June 30, 2001, the Company had a net operating  loss  carryforward
for income tax  reporting  purposes of  approximately  $5,600 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

        The Company has not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

        As of June 30, 2001 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the company for the use of these facilities and
there are no commitments for future use of the facilities.

NOTE 5 - PREFERRED STOCK

        On March  26,  2001,  the  Company  authorized  five  million  shares of
Preferred  Series A Stock, par value $.001, and five million shares of Preferred
Series B Stock, par value $.001.



Item 2.  Management's Discussion and Analysis or Plan of Operation

        This Quarterly Report contains certain forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate, and


<PAGE>



therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included in this  Quarterly  Report will prove to be  accurate.  In light of the
significant  uncertainties  inherent in the forward- looking statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
presentation by the Company or any other person that the objectives and plans of
the Company will be achieved.

        As used herein the term "Company" refers to Pear Network, Inc. (formerly
known as Valuable Ventures,  Inc.), a Wyoming  corporation and its predecessors,
unless the context indicates otherwise. The Company is currently a shell company
whose purpose is to acquire  operations  through an  acquisition or merger or to
begin its own start-up business.

        The Company is in the process of  attempting  to identify  and acquire a
favorable business opportunity.  The Company has reviewed and evaluated a number
of business  ventures for possible  acquisition or participation by the Company.
The Company has not entered into any agreement,  nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing.  The Company  continues  to  investigate,  review,  and evaluate
business  opportunities  as they  become  available  and will seek to acquire or
become engaged in business  opportunities at such time as specific opportunities
warrant.

Results of Operations

        The Company had no sales or sales  revenues  for the three  months ended
June  30,  2001  or 2000  because  it is a shell  company  that  has not had any
business operations for the past three years.

        The Company had no costs of sales  revenues  for the three  months ended
June  30,  2001  or 2000  because  it is a shell  company  that  has not had any
business  operations  for the past three  years.  The  Company  had  general and
administrative  expenses of $72 for the three month  period  ended June 30, 2001
and $65 for the same period in 2000.

        The Company recorded net loss of $72 for the three months ended June 30,
2001 and $65 for the same period in 2000.

Capital Resources and Liquidity

        At June 30, 2001,  the Company had total current  assets of $0 and total
assets of $0 as compared to $0 current  assets and $0 total  assets at September
30, 2000.  The Company had a net working  capital  deficit of $1,672 and $319 at
June 30, 2001 and September 30, 2000.

        Net stockholders'  deficit in the Company was $1,672 and $319 as of June
30, 2001 and September 30, 2000.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.



<PAGE>



ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

        The  following  documents  are filed  herewith or have been  included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

        Exhibit No.   Exhibit

             3        Articles of Incorporation (1)

          3.2         Bylaws (1)

          3.1         Amended Articles of Incorporation (1)

          3.3         Amended Articles of Incorporation (2)

         (b) Reports on Form 8-K.  No reports on Form 8-K were filed  during the
period covered by this Form 10-KSB.

(1)     Incorporated   herein  by  reference  from  Registrant's  Form  10SB12G,
        Registration Statement, dated December 27, 1999.

(2)     Incorporated herein by reference from Registrant's Form 10QSB, March 31,
        2001, dated January 17, 2002.



<PAGE>


                                   SIGNATURES

        In accordance with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 17th day of January, 2002.

Pear Network, Inc.
(formerly known as Valuable Ventures, Inc.)



/s/ Daniel L. Hodges
--------------------------
Daniel L. Hodges
President/CFO and Director

January 30, 2002