U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



 QUARTERLY REPORT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2002


                        Commission file number: 000-28583


                       NEW YORK REGIONAL RAIL CORPORATION
                         (Exact name of small business
                       issuer as specified in its charter)


                 DELAWARE                                    13-3081571
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)



                        4302 First Ave Brooklyn, NY 11232
          (Address of principal executive offices, including zip code)


                                 (718) 788-3690
                           (Issuer's telephone number)


 Indicate by check mark whether the Issuer (1) has filed all reports required to
be filed by Section 14 or 15 (d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject such filing requirements for the past 90
days.

                                Yes [ X ] No [ ]


There were 181,043,671 shares of the Registrant's Common Stock outstanding as of
April 30, 2002.




<PAGE>



                                     INDEX

Part  I:          Financial Information

Item 1.           Financial Statements:

Unaudited Consolidated Balance Sheet - as of March 31, 2002 .........3

Unaudited Consolidated Statements of Operations,
Three Months Ended March 31, 2002 and March 31, 2001.................4

Unaudited Consolidated StatementS of Cash Flows,
Three Months Ended March 31, 2002 and March 31, 2001.................5

Notes to Consolidated Financial Statements.........................6-7

Item 2.   Management's Discussion and Analysis or
          Plan of Operation........................................8-10


Part II:  Other Information..........................................11

 Item 1.  Legal Proceedings..........................................11

 Item 2.  Change 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. Exhibits and Reports on Form 8-K............................11


Signatures...........................................................12

                                       2
<PAGE>


                       NEW YORK REGIONAL RAIL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (Unaduited)

                                     ASSETS

                                                 March 31, 2002
                                                 --------------
CURRENT ASSETS:
 Cash                                              $    22,369
 Accounts receivable - trade, net of allowance
   for doubtful accounts of $333,145                   848,472
 Other current assets                                   20,848
                                                    -----------
  TOTAL CURRENT ASSETS                                 891,689

PROPERTY AND EQUIPMENT, net                          3,813,023
OTHER ASSETS                                           486,240
                                                    -----------
                                                   $ 5,190,952
                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable and accrued expenses             $ 2,907,576
 Notes payable and
  current maturities of long term debt               1,585,706
 Payroll and payroll taxes payable                     971,182
                                                    -----------
         TOTAL CURRENT LIABILITIES                   5,464,464
                                                    -----------

DEFERRED RENT PAYABLE                                  224,776

DEFERRED REVENUE                                        87,500

LONG TERM DEBT, NET OF CURRENT MATURITIES              832,064

MINORTY INTEREST                                          -

TEMPORARY EQUITY                                     1,512,500

STOCKHOLDERS' DEFICIT:
 Common stock, $ .0001 par value;
  authorized 200,000,000 shares;
  issued and outstanding 181,043,671 shares             18,104
 Preferred stock series C convertible                  440,000
 Additional paid-in capital                         12,616,892
 Accumulated deficit                               (16,005,348)
                                                    -----------
 TOTAL STOCKHOLDERS' DEFICT                         (2,930,352)
                                                    -----------
                                                   $ 5,190,952
                                                   ============

The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>



                       NEW YORK REGIONAL RAIL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                    Three Months Ended March 31,
                                   ----------------------------------
                                       2002                2001
                                   ----------------------------------

OPERATING REVENUES                $   1,104,253     $   1,199,933

OPERATING EXPENSES                      797,448           995,026
                                    -------------      -----------
GROSS PROFIT                            306,805           204,907

ADMINISTRATIVE EXPENSES                 301,400           460,367
                                    -------------      -----------
INCOME (LOSS) FROM OPERATIONS             5,405          (255,460)

INTEREST EXPENSE                         56,502            56,535
                                    -------------      -----------
LOSS BEFORE
MINORITY INTEREST                       (51,097)         (311,995)

MINORITY INTEREST
IN LOSS OF SUBSIDIARY                       -              62,106
                                    -------------      -----------

NET LOSS                                (51,097)         (249,889)

DEEMED PREFERRED STOCK DIVIDEND          11,567            12,500
                                    -------------      -----------
LOSS APPLICABLE TO COMMON
 SHAREHOLDERS                     $     (62,664)         (262,389)
                                    =============      ===========

LOSS PER  COMMON SHARE
 - BASIC AND DILUTED              $       (0.00)     $      (0.00)
                                    =============      ===========

WEIGHTED AVERAGE
 NUMBER OF COMMON SHARES             175,856,856       170,528,750
                                    =============      ===========


The accompanying notes are an integral part of the financial statements.



                                       4
<PAGE>
                       NEW YORK REGIONAL RAIL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                    ----------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $    (51,097)   $ (249,889)
                                                         ---------     ---------
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization                             134,126       110,161
Non-cash compensation                                        -              950
Bad debt expense                                            5,000       157,490
Gain on exchange of fixed assets                          (29,234)         -
Minority interest in subsidiary earnings                     -          (62,106)

Changes in operating assets and liabilities:
Increase in accounts receivable                          (160,983)      (79,392)
Decrease in current assets                                  8,775        26,000
(Increase)/decrease in other assets                        (2,250)       80,381
Increase in accounts payable                               77,021        84,935
Increase in accrued expenses                                2,442        30,749
Increase in payroll taxes payable                          41,730        42,846
Increase in deferred rent                                   6,217         6,218
                                                         ---------     ---------
                                                           82,844       398,232
                                                         ---------     ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                  31,747       148,343
                                                         ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                       (61,006)      (75,229)
                                                         ---------     ---------
NET CASH USED IN INVESTING ACTIVITIES                     (61,006)      (75,229)
                                                         ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments of long-term debt                               (23,082)      (32,754)
 Proceeds from other current debt related party            52,142          -
                                                         ---------     ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        29,060       (32,754)
                                                         ---------     ---------
NET INCREASE/(DECREASE) IN CASH                              (199)       40,360

CASH - BEGINNING OF PERIOD                                 22,568        41,070
                                                         ---------     ---------
CASH - END OF PERIOD                                     $ 22,369     $  81,430
                                                         =========     =========


  The accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>
                       NEW YORK REGIONAL RAIL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
disclosures required for annual financial statements.

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of March 31, 2002 are included.

The results of operations for the three - month period ended March 31,2002 are
not necessarily indicative of the results to be expected for the full year.

2.  CAPITAL STOCK
                                                     Number of Shares
                                                     Issued and
                                    Authorized       Outstanding       Amount
                                    ----------       -----------      --------
Preferred C                            500,000          440,000        440,000
Common $.0001 par value            200,000,000      181,043,671         18,104

On February 21,2002, $18,733 principal balance of convertible notes plus accrued
interest were converted into 655,741 shares of common stock, upon conversion the
holder  received an option to purchase an additional  685,381 shares at $.12 per
share.

On February 21,  2002,  $105,000  principal  balance of  convertible  notes plus
accrued  interest were  converted into  3,963,340  shares of common stock,  upon
conversion  the holders  received an option to purchase an additional  1,981,671
shares at $.18 per share.

On February 21, 2002,  $60,000 in principal  balance of the  Preferred "C" stock
plus accrued  interest of $86,301 was converted into 4,358,099  shares of common
stock.  Upon  conversion the holder received an option to purchase an additional
4,555,085 shares at $.12 per share.

3.  LEGAL MATTERS AND OTHER CONTINGENCIES

In March 2002, Platinum Funding  ("Platinum") levied the bank account of NYCH as
a result of a judgment in the amount of $250,000  plus  interest and legal fees.
As a result of the levy  Platinum  recovered  $58,011.  The Company is currently
working  on a  payment  plan with  Platinum.  The  balance  was  accrued  in the
Company's financial statements.

In April 2002, a judgment  was entered  against the Company in a suit brought by
Ziegler,  Ziegler and Altman ("ZZA") in the amount of approximately $61,000 plus
interest and legal fees. The Company is currently working on a payment plan with
ZZA. Such amount was accrued in the Company's financial statements.

Please see the Company's  annual  report on Form 10-KSB for year ended  December
31, 2001 for further information on legal matter and other contingencies.


                                       6
<PAGE>

4.  SEGMENT INFORMATION

The following information is presented in accordance with SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, which was
adopted by the Company during 1999.

The following tables provide summarized information concerning the Company's
reportable segments.

                                   Railroad         Trucking             Total
                                -------------   ---------------      -----------
As of March 31, 2002
------------------------
Segment assets                   $3,451,937      $ 1,739,015         $5,190,952

Three months ended March 31, 2002
----------------------------------
Operating revenues               $  366,784       $  737,469         $1,104,253
Gross profit                        223,490           83,315            306,805
Segment profit (loss)               (83,463)          32,366            (51,097)
Interest expense                     33,394           23,108             56,502
Depreciation and amortization        58,344           75,782            134,126


                                   Railroad         Trucking             Total
                                -------------   ---------------      -----------
As of March 31, 2001
-----------------------
Segment assets                  $ 3,320,982      $ 1,759,369         $5,080,351

Three months ended March 31, 2001
----------------------------------
Operating revenues              $   321,797      $   878,136         $1,199,933
Gross profit                        152,719           52,188            204,907
Segment profit (loss)              (185,248)         (64,641)          (249,889)
Interest expense                     35,458           21,077             56,535
Depreciation and amortization        40,236           69,925            110,161


                                       7

<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion contains forward-looking statements that involve a
number  of  risks  and  uncertainties.  While  these  statements  represent  the
Company's  current judgment in the future direction of the business,  such risks
and  uncertainties  could cause  actual  results to differ  materially  from any
future performance suggested herein. Certain factors that could cause results to
differ materially from those projected in the forward-looking statements include
level of freight shipments,  competition, future contractual terms with landfill
authorities,  impact of  government  regulations,  availability  of  capital  to
finance growth and general economic conditions.

     The following  should be read in  conjunction  with the attached  financial
statements and notes thereto of the Company.

RESULTS OF OPERATIONS

     The components of the Company's operating revenues and expenses by business
segment during the three months ending March 31, 2002 were:

                                 Railroad        Trucking

Operating revenues              $ 366,784       $ 737,469
Operating expenses              $ 143,294       $ 654,154
Gross profit                    $ 223,490       $  83,315

     During the three months ended March 31, 2002, the Company had $1,104,253 in
revenue compared to $1,199,933 in revenue during the corresponding quarter ended
March 31, 2001, a decrease of $95,680 or 8%. This  decrease was primarily due to
a temporary  decrease in trucking revenue caused by loss of a landfill agreement
and was offset increased  revenues from  managements  change in the focus of its
sales efforts for JST, from primarily waste  transportation  movements,  to more
profitable  joint freight  movements with NYCH,  the Company's rail  subsidiary.
These new  joint  freight  movements  include  steel  products,  bio-solids  and
containerized freight.

     Operating  expenses for the three months ended March 31, 2001 were $797,448
compared to $995,026 a decrease of $197,578 or 20%.  This decrease in expense is
due to the  corresponding  decrease  in landfill  fees paid on revenues  for the
prior corresponding period.

     Operating  expenses as a percentage of operating  revenues were 83% for the
three months  ended March 31,  2001.  For the three months ended March 31, 2002,
operating  expenses  decreased  to 72% of  operating  revenues due to the larger
percentage  of  revenue  coming  from joint rail and truck  joint  movements  of
freight, which had more profitable margins.

     Administrative expenses decreased in the three months ended March 31, 2002,
by $158,967.  As a percentage of operating  revenues,  administrative  expenses
decreased to 27% for the three  months  ended March 31,  2002,  from 38% for the
three  months ended March 31, 2001.  The decrease of $158,967  comes  primarily
from lower marine towing costs for rail operations,  lower maintenance costs due
to a modernized fleet of trucks and to an  approximately $137,000  reduction in
bad expense versus the corresponding prior period.

     Interest expense was $56,502 for the three months ended March 31, 2002, as
compared to $56,535 for the three months ended March 31, 2001.

     The Company recognized a net loss for the three months ended March 31, 2002
of $51,097  versus a loss for the three months ended March 31, 2001 of $249,889.
This major decrease in net loss is attributable to the increased  profit margins
from the Company's joint  rail-to-truck and truck-to-rail  freight movements and
the  reduction of $137,000 in bad debt reserves  from the  comparable  period in
2001.

                                       8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     During the quarter ended March 31, 2002 the Company  recognized income from
operations  of $5,405 versus a loss from  operations  for the three months ended
March 31, 2001 of $255,460,  an improvement of $260,865. Of the loss of $255,460
during the quarter ended March 31, 2001,  $157,000 was from the reserve  against
certain receivables.

     The Company  posted  positive  EBITDA  (earnings  before  interest,  taxes,
depreciation  and  amortization)  of $139,531 during the quarter ended March 31,
2002,  compared to a negative EBITDA of $83,193 for the prior period in 2001, an
improvement of $222,724.

     The Company reported net cash provided by operating  activities of $31,747,
during the quarter  ended March 31,  2002.  This marks the fifth out of the last
six quarters in which the Company's  operations provided cash. It also marks the
first quarter in which the Company posted a profit from operations of $5,405 and
a significantly reduced net loss of only $51,097.

     The  Company's  working  capital  deficit on March 31,  2002  decreased  by
$344,335 to $4,572,775 from $4,917,110 on December 31, 2001, primarily due to an
increase in accounts receivable and  re-classification  of $223,927 of long-term
assets to current receivables.

As of March 31, 2002 the Company had the following current liabilities:

        Accounts payable and accrued expenses   $ 2,907,576

        Notes payable and current maturities
         of long-term debt                        1,585,706

        Payroll taxes payable                       971,182


     Accounts payable and accrued expenses include  approximately  $245,000 owed
for accrued  interest on  convertible  notes,  and for accrued  legal fees.  The
Company  anticipates  that most of the accrued  interest  and legal fees will be
satisfied through the issuance of common shares.

     Accounts payable and accrued expenses  include  approximately  $206,000 for
the Platinum  Funding  judgment entered in June 2001. (See Note 3 "LEGAL MATTERS
AND OTHER CONTINGENCIES" - of this report for further information.)

     Accounts payable and accrued  expenses include a perfected  judgment by the
Port  Authority  of  New  York  and  New  Jersey  ("PANYNJ")  in the  amount  of
approximately $730,000 including interest. During 2001 management and the PANYNJ
had finalized terms of a possible agreement. The agreement called for 36 monthly
payments of $2,250.  The agreement was subject to  ratification  and approval of
the Board of Directors of the PANYNJ. In March 2002 management was informed that
the  approval  sought was denied.  As of May 15, 2002 the PANYNJ and the Company
are  finalizing  new terms  within the  guidelines  outlined  by the Board.  The
Company is hopeful that once completed this new proposal will be ratified by the
Board.

     Accounts  payable and accrued  expenses  also include  $905,000 for accrued
real estate taxes for New York and New Jersey.

     The City of New York has billed the  Company  in excess of  $3,200,000  for
property taxes dating back to 1984. The Company claims that the tax  assessments
are for the most part erroneous because they relate either to real property that
the Company had not owned or leased,  or to property  that is not subject to the
real  property  tax.  The  Company  further  claims  that New York  City  taxing
authorities  have  assessed  taxes  based on  flawed  valuations,  resulting  in
substantial overcharges. The New York State Board of Equalization and Assessment
has proposed significant reductions to these valuations, subject to the approval
of the New York City Corporation  Counsel.  Management expects,  but cannot give
assurance, that the outstanding liabilities will be settled for a lesser amount.
Pending a settlement of the tax arrears, the Company has recorded a liability on
its books of $488,700 for these real estate taxes. Based upon recent discussions
the Company has had with local taxing authorities, the Company believes that its
liability for real estate taxes can be settled for approximately $150,000. As of
May 15, 2002 this dispute has not yet been settled.

     The State of New Jersey has assessed the Company  approximately $63,000 per
year since 1996 for real estate taxes.  The Company believes that the assessment
is  incorrect  and the  proper  tax should be  approximately  $17,000  annually.
Pending a  settlement,  the  Company has  recorded a  liability  on its books of
$431,300  for these real estate  taxes.  The Company is working to resolve  this
dispute. As of May 15, 2002 this dispute has not yet been settled.

                                       9
<PAGE>
     The  Company  has an accrual  for  payroll  taxes  payable in the amount of
$971,182.  The dispute  regarding  the payroll  taxes stems from 1996 and prior,
when the Company  was first  delinquent  in payment of such taxes.  The past due
taxes then had interest and penalties applied.  Subsequently,  the Company began
paying its payroll  taxes,  however these  payments were applied to the past due
amounts,  causing penalties and interest to be imposed on the current liability.
If properly  applied only interest would have been charged on the older past due
taxes. This misapplication  continued until 1998 when the Company was successful
in obtaining relief for a portion of this misapplication. The Company received a
refund in 1999.  The Company feels they are still due a  substantial  refund for
past-misapplied   payments  and  expects  that  the  final  settlement  will  be
substantially  less than amount,  which it has accrued.  As of May 15, 2002 this
dispute has not yet been settled.

     The Company has accrued  $224,776 as deferred  rent.  In February 2001 both
the Company and Conrail  Shared  Assets  Operation  ("CSAO"),  the  successor to
Conrail, submitted its appraisal of the fair market rental value of the property
subject to the terms of the 1993 lease  agreement.  The agreement  contains rent
concessions early in the lease term, but eventually  required the Company to pay
a maximum of 10% of the fair market rent,  determined on the basis of an average
of appraised values supplied by independent  appraisers  selected by each party.
Based  upon  different  interpretations  of the rent  calculation  per the lease
agreement,  CSAO contends that the Company has a rent arrearage of approximately
$1,800,000.  Based upon the Company's legal counsel's interpretation of the rent
calculation,  rent arrearages total approximately  $80,000 at March 31, 2002. As
of May 15,  2002,  the Company and Conrail are  finalizing  mutually  acceptable
terms for  resolution of all  outstanding  issues  between the two parties.  The
Company  anticipates  that  during the second  quarter of 2002 the  parties  may
resolve their differences in a mutually acceptable settlement.

     There are  administrative  remedies  available to the  Company's  creditors
including, but not limited to, judgments,  liens and levies, which can be placed
on the Company's bank accounts.  Historically,  these remedies have been used by
the creditors of the Company and have resulted in additional cash flow hardships
for the Company. In March 2002, NYCH's bank account was the subject of a levy by
Platinum Funding.  (See Note 3 "LEGAL MATTERS AND OTHER CONTINGENCIES" - of this
report for further  information.)  There can be no assurance that these remedies
may not be used in the future.

     There is approximately  $1.3 million in convertible or related party debts.
Holders of these debts have not  demanded  payment  and it is expected  that the
majority  of the  convertible  note  holders  will opt for  conversion  into the
Company's  common  stock.  Additionally,   $392,199  of  current  maturities  of
long-term debt is primarily for equipment leases and are payable over 12 months;
and $588,687 of trade  payables are being paid in  accordance  with their terms.
The Company  reasonably  expects to continue to pay these amounts from cash flow
from  operations.  The remaining  liabilities  are accruals for what the Company
believes the  liability  for  settlement  of pending  lawsuits  could be. Absent
resolution  of these  matters  and  assuming  the  agencies,  vendors and taxing
authorities  fully  prevail  in  court   proceedings,   monetary  damages  could
approximate $9 million, but management currently  anticipates that these matters
will be amicably  resolved  at a  comparatively  lower sum and further  believes
absent  satisfactory  resolution  it would  ultimately  prevail in the  judicial
process.

     The  Company  expects  that based on  projected  sales  volume for the year
ending  December 31, 2002,  that its  operations  will generate net income.  The
Company  expects  that it will be able to meet all its routine  working  capital
needs and operational costs from new business created during the current year.

     The  Company's  rail  operations  do not have any  available  credit,  bank
financing or other external  sources of liquidity.  Due to historical  operating
losses, the Company's rail operations have not been a source of liquidity. Until
such time as the Company becomes profitable,  the Company's continued operations
will depend upon the  availability  of  additional  funding.  In order to obtain
capital,  the Company may need to sell additional  shares of its common stock or
borrow funds from private  lenders.  There can be no assurance  that the Company
will be able to obtain additional funding, if needed, or, if available, on terms
satisfactory to the Company.  There can be no assurance that the Company will be
able to generate sufficient revenues to be profitable.

     Long-range  plans  considered by  management  include  application  for low
interest  loans through the Federal Rail  Administration  ("FRA") for short-line
railroad's  and  grants  from  New  York  and New  Jersey  State  Department  of
Transportation.

     The  Company has no  commitments  for  capital  expenditures  over the next
twelve  months.  The Company  expects that any  additional  tractors or trailers
required  by JST can be  acquired  through  capital  leases or similar  types of
equipment financing. JST has been able to arrange these types of financing since
January of 2000.

                                       10
<PAGE>
                           Part II: Other Information

Item  1.   Legal Proceedings:

In March 2002, Platinum Funding  ("Platinum") levied the bank account of NYCH as
a result of a judgment in the amount of $250,000  plus  interest and legal fees.
As a result of the levy  Platinum  recovered  $58,011.  The Company is currently
working  on a  payment  plan with  Platinum.  The  balance  was  accrued  in the
Company's financial statements.

In April 2002, a judgment  was entered  against the Company in a suit brought by
Ziegler,  Ziegler and Altman ("ZZA") in the amount of approximately $61,000 plus
interest and legal fees. The Company is currently working on a payment plan with
ZZA. Such amount was accrued in the Company's financial statements.

Please see the Company's annual report on Form 10-KSB for year ended December
31, 2001 for further information on legal matter and other contingencies.


Item  2.   Changes in Securities:

On February 21,2002, $18,733 principal balance of convertible notes plus accrued
interest were converted into 655,741 shares of common stock, upon conversion the
holder  received an option to purchase an additional  685,381 shares at $.12 per
share.

On February 21,  2002,  $105,000  principal  balance of  convertible  notes plus
accrued  interest were  converted into  3,963,340  shares of common stock,  upon
conversion  the holders  received an option to purchase an additional  1,981,671
shares at $.18 per share.

On February 21, 2002,  $60,000 in principal  balance of the  Preferred "C" stock
plus accrued  interest of $86,301 was converted into 4,358,099  shares of common
stock.  Upon  conversion the holder received an option to purchase an additional
4,555,085 shares at $.12 per share.

The Company relied upon the exemption pursuant to Section 3 (a) (9) of the
Securities Act of 1933. The shares issued in reliance upon the exemption
provided by Section 3 (a) (9) are restricted securities as that term is defined
in Rule 144 of the Securities and Exchange Commission. No underwriters were used
and no commissions were paid in connection with the issuance of these shares.

Item  3.   Defaults Upon Senior Securities:

                  None

Item  4.   Submission of Matters to a Vote of Security Holders:

                  None

Item  5.   Other Information:

Securities Relisting:

         On March 20, 2001, NASDAQ determined to delist Company's securities
from the Electronic Over-the-Counter Bulletin Board effective with the close of
business March 21, 2001. The decision opined that the Company failed to comply
with all requirements for continued listing on Electronic Over-the-Counter
Bulletin Board, specifically, Rule 6530.

         On May 8, 2002, NASDAQ determined that the Company had complied with
Rule 6530 and all other requirements for listing on the Over-the-Counter
Bulletin Board and was re-eligible for trading. On May 9, 2002, the Company
began trading on the Over-the-Counter Bulletin Board.


Change in Management:

         In January 2002, Mr. Caplan resigned as officer, director and Corporate
Counsel of the Company.


Item  6.   Exhibits and Reports on Form 8-K:

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K:

                  None

                                       11
<PAGE>

                                   Signatures


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


Date: May 20, 2002                  By:   /s/ Ronald W. Bridges
                                          ----------------------------
                                          Ronald Bridges, President & CEO

Date: May 20, 2002                  By:   /s/ Joel Marcus
                                          ---------------------------------
                                          Joel Marcus, Chief Financial Officer

                                       12