United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-QSB

  X        QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
-----      EXCHANGE ACT OF 1934 (THE "EXCHANGE  ACT") FOR THE QUARTERLY
           PERIOD ENDED MARCH 31, 2002

           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR
-------    THE TRANSACTION PERIOD FROM____ TO ____.

                             ----------------------

                       Commission file number: 33-14065-D

                                 e resources inc
               (Exact Name of Issuer as Specified in its Charter)

 ------------------------------------------------------------------------------

              Utah                                     87-0476117
(State or Other Jurisdiction of                       (IRS Employer
 Incorporation or Organization)                   Identification Number)

                   304 North Highway 377, Roanoke, Texas 76262
                    (Address of Principal Executive Offices)

                   Issuer's Telephone Number: (817) 491 -8698

               Former Name, Former Address and Former Fiscal Year,
                        If Changed Since Last Report: N/A

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

25,238,451 shares of Common Stock, $.001 par value, outstanding as of May 20,
2002.

Transitional Small Business Disclosure Format (Check One): Yes [__] No [_X_]
                                                                         -

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                                 e resources inc

                Form 10-QSB for the Quarter ended March 31, 2002

                                Table of Contents


                                                                                                                 Page

<S>                                                                                                                <C>
          Forward Looking Statements                                                                               3
Part I -  Financial Information
          Item 1 - Financial Statements                                                                            4
          Item 2 - Management's Discussion and Analysis and Results of Operation                                   8

Part II - Other Information
          Item 1 - Legal Proceedings                                                                               9
          Item 2 - Changes in Securities                                                                          10
          Item 3 - Defaults Upon Senior Securities                                                                11
          Item 4 - Submission of Matters to a Vote of Security Holders                                           N/A
          Item 5 - Other Information                                                                              11
          Item 6 - Exhibits and Reports on Form 8-K                                                               13

</TABLE>


                                       2
<PAGE>

                        e resources inc and subsidiaries

                           Forward Looking Statements

  This Quarterly Report on Form 10-QSB and other reports and statements filed by
e resources inc, a Utah corporation ("e resources" or the "Company") from time
to time with the Securities and Exchange Commission (the "SEC") contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as "intend," "anticipate," "believe,"
"estimate," "plan" and "expect" and variations of these words and similar
expressions are intended to identify these forward-looking statements. All
statements other than statements of historical facts contained or incorporated
herein, including statements regarding our future financial position and
business strategy are forward-looking statements. We express our expectations,
beliefs and projections in good faith and believe our expectations reflected in
these forward-looking statements are based on reasonable assumptions; however,
we cannot assure you that these expectations, beliefs or projections will prove
to have been correct. Such statements reflect the current views of the Company
with respect to future events and are subject to certain risks, uncertainties
and assumptions relating to the Company's business strategy and general economic
and market conditions, in addition to any uncertainties specifically identified
in the text surrounding such statements and uncertainties with respect to
changes or regulatory circumstances and conditions. Should one or more of these
risks or uncertainties materialize or should the underlying assumptions prove
incorrect, actual results may vary significantly from those anticipated,
believed, estimated, expected, intended or planned.

Readers are referred to the caption "Risks Related to Our Company" appearing at
the beginning of Item I of the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2001, for additional factors that may affect our
forward-looking statements. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this report might not
occur. We undertake no obligation to update or revise our forward-looking
statements, whether as a result of new information, future events or otherwise.



                                       3
<PAGE>

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                       E RESOURCES, INC. AND SUBSIDIARIES
               See Notes to the Consolidated Financial Statements.


                         PART I - FINANCIAL INFORMATION

ITEM 1.              FINANCIAL STATEMENTS.


                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2002
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
<S>                                                                                             <C>
   Accounts receivable                                                                          $           1,229

PROPERTY AND EQUIPMENT, net                                                                                 8,970

OTHER ASSETS                                                                                                   73
                                                                                                -----------------

                     Total assets                                                               $          10,272
                                                                                                =================

                        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Cash overdraft                                                                               $           2,637
   Accounts payable                                                                                        92,903
   Accrued salaries                                                                                       345,733
   Other accrued liabilities                                                                              173,992
   Current portion of notes payable to stockholders                                                       754,050
                                                                                                -----------------
                     Total current liabilities                                                          1,369,315

NON-CURRENT LIABILITIES
   Notes payable to stockholders                                                                          203,268
                                                                                                -----------------

                     Total liabilities                                                                  1,572,583



STOCKHOLDERS' DEFICIT:
   Common stock, $.001 par value, 250,000,000 shares authorized;
      23,978,951 shares issued and outstanding                                                             23,979
   Additional paid-in capital                                                                           2,119,442
   Accumulated deficit                                                                                 (3,705,732)
                                                                                                -----------------
                     Total stockholders' deficit                                                       (1,562,311)
                                                                                                ------------------

                     Total liabilities and stockholders' deficit                                $          10,272
                                                                                                =================

</TABLE>

               See Notes to the Consolidated Financial Statements.

                                       4
<PAGE>


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                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                                   FOR THE THREE MONTHS ENDED
                                                                           MARCH 31,
                                                          --------------------- -- --------------------
                                                                  2002                    2001
                                                          ---------------------    --------------------
CONTINUING OPERATIONS                                     $          -             $          -

DISCONTINUED OPERATIONS -
<S>                                                                 <C>                      <C>
   Loss from operations of discontinued divisions                   (148,585)                (164,575)
                                                          ------------------       ------------------
       Net loss                                           $         (148,585)      $         (164,575)
                                                          ==================       ==================

LOSS PER SHARE (basic and diluted):
   Continuing operations                                  $          -             $          -
   Discontinued operations                                             (.01)                    (.01)
                                                          ------------------       ------------------
       Net loss                                           $            (.01)       $            (.01)
                                                          ==================       ==================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                     23,978,951               14,700,968
                                                          ==================       ==================


</TABLE>

               See Notes to the Consolidated Financial Statements.


                                       5
<PAGE>


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                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                              FOR THE THREE MONTHS ENDED
                                                                                                       MARCH 31,
                                                                                     ----------------------------------------------
                                                                                                          --
                                                                                            2002                     2001
                                                                                     --------------------    ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                     <C>
    Net loss                                                                         $        (148,585)      $        (164,575)
    Adjustments to reconcile net loss to net cash used by operating activities:
       Depreciation and amortization                                                             1,353                  13,021
       Changes in operating assets and liabilities:
            Accounts and note receivable                                                         6,560                 (26,746)
            Other assets                                                                         1,416                    -
            Unearned revenues                                                                     -                     30,111
            Cash overdraft                                                                      (8,144)
            Accounts payable                                                                    34,746                  21,841
            Accrued salaries                                                                    58,500                  30,000
            Other accrued liabilities                                                           16,462                   1,360
                                                                                     -----------------       -----------------
                     Net cash used by operating activities                                     (37,692)                (94,988)

CASH FLOWS FROM INVESTING ACTIVITIES -
    Proceeds from sales of equipment                                                            17,692                    -

CASH FLOWS FROM FINANCING ACTIVITIES -
    Increase in notes payable                                                                   20,000                 100,000
                                                                                     -----------------       -----------------

NET CHANGE IN CASH                                                                                                       5,012

CASH, beginning of period                                                                         -                       -
                                                                                     -----------------       --------------

CASH, end of period                                                                  $           -           $           5,012
                                                                                     =================       =================


</TABLE>
               See Notes to the Consolidated Financial Statements.



                                       6
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

1.    ORGANIZATION AND BASIS OF PRESENTATION

      Nature of Operations
      e resources, Inc. (the "Company"), which is composed of the companies
      described below, was engaged in the creation and development of innovative
      marketing, media and communications solutions. The Company's operations
      were composed of Vista, a multi-media production company, which includes
      video streaming on the Internet, and Care Mart, which sells medical
      supplies over the Internet. Based on a January 2002 plan to cease the
      operations of Vista and Care Mart, the consolidated statements of
      operations have been presented on a discontinued operations basis.

      The accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. However, the Company's
      significant operating losses, limited financial resources and plan to
      discontinue operations of Vista and Care Mart raise substantial doubt
      about its ability to continue as a going concern.

      Unaudited Information
      The consolidated balance sheet as of March 31, 2002 and the consolidated
      statements of operations for the three month periods ended March 31, 2002
      and 2001 were taken from the Company's books and records without audit.
      However, in the opinion of management, such information includes all
      adjustments (consisting only of normal recurring accruals) that are
      necessary to properly reflect the consolidated financial position of the
      Company as of March 31, 2002 and the results of operations for the three
      month periods ended March 31, 2002 and 2001.

      Certain information and notes normally included in financial statements
      prepared in accordance with generally accepted accounting principles have
      been condensed or omitted, although management believes that the
      disclosures provided are adequate to make the information presented not
      misleading. Interim period results are not necessarily indicative of the
      results to be achieved for an entire year. These financial statements
      should be read in conjunction with the financial statements and notes to
      the financial statements provided in the Company's December 31, 2001 Form
      10-KSB.

2.    DEBENTURES

      On March 29, 2002, the Company entered into a Letter Agreement (the
      "Letter Agreement") with four buyers for the sale of 12% secured
      convertible debentures, in the principal amount of up to $50,000, and
      warrants to purchase up to 50,000 shares of the Company's common stock at
      a price per share that fluctuates depending on the current market price.
      The proceeds from the sale to the Company of $50,000 less $10,000 in
      expenses, were received by the Company on April 8, 2002. The debentures
      are due March 29, 2003.

      The Company is currently not in compliance with these debentures, as well
      as previously issued debentures, due to an insufficient amount of
      authorized shares. The debenture holders have not notified the Company of
      their intent to accelerate the maturity dates of the debentures. The
      Company plans to authorize additional shares if or when the current
      authorized shares are exhausted.

                                  ************

                                       7
<PAGE>

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

In the first quarter of 2002, the Company's three subsidiaries, CareMart, Inc.
("CareMart"), Vistastream inc. ("Vistastream"), and I'm On Air, Inc. ("IOA"),
ceased operations.

In 2001, our Company operated in the technology sector. 2001 was a difficult
year for businesses in the technology sector, as markets continued the decline
that began in 2000 and investors continued to turn away from technology-based
businesses. The continuing decline in the technology sector through the year
deeply impacted our ability to implement our business plan and to raise funds
for Company operations. In the first quarter of 2002, operations in the
Company's subsidiaries were ceased due to the Company's lack of working capital
combined with its inability to secure additional funding to sustain it
subsidiaries.

In the first quarter of 2002, the Company sold certain equipment used by
Vistastream and applied the proceeds of such sale to pay some of the Company's
outstanding debts. On January 28, 2002, Chris Curtis on behalf of the Company
entered into a letter agreement with Doug Via, a former employee of the Company,
to sell certain video equipment used by Vistastream to Mr. Via. The purchase
price paid to the Company for the equipment was $22,000 in cash, which was based
on the approximate fair market value of the equipment as determined by
management. The loss on sale was recognized in 2001. Mr. Via was employed by the
Company as general manager of Vistastream from November 1, 2001 until January
18, 2002, when he was laid off by the Company. The proceeds of the equipment
sold by the Company was applied towards payment of the Company's expenses. The
Company intends to seek shareholder approval to sell all or substantially all of
the assets of the Company, and if such assets are sold, it intends to apply such
proceeds to pay outstanding Company debts. The assets of the Company may have
limited value.

In fiscal 2001, two of the Company's subsidiaries, Vistastream and CareMart, had
existing operations, while its third subsidiary, IOA, was engaged primarily in
research and development. Vistastream operated as a full-service video
production house, as well as a producer, aggregator and broadcaster of streaming
media programming for the Internet. CareMart operated as a value-added re-seller
for a diverse line of health care products, and as a marketer and distributor of
health care supplies for individual and institutional consumption. CareMart's
products were marketed and sold primarily through the Internet; however,
CareMart's web site was taken down on March 31, 2002. IOA was involved in the
research and development of a communication and marketing system based on a
proprietary digital media platform.

Management believes that the Company's consolidated net loss for the three month
period ended March 31, 2002 was primarily due to the Company's inability to
raise the necessary capital to implement its business plan, which involved
shifting Vistastream into a producer of media and communication solutions and
developing IOA as innovative communication and marketing system. Throughout
fiscal year 2001, the Company was attempting to reposition Vistastream and
develop IOA; however, without significant resources and working capital, its
efforts failed. Currently, operations in the Company's subsidiaries have ceased
and the Company has no working capital and no prospects to raise any additional
funding for operations.

                                       8
<PAGE>

In 2001, e resources shifted its focus to marketing, media and communications
solutions and attempted to reposition Vistastream from a producer, aggregator
and broadcaster of streaming media programming for the Internet to a producer of
marketing and new media solutions for corporate consumption and to develop IOA,
an innovative communication and marketing system based on a proprietary digital
medial platform.

     (b) Financial Condition and Results of Operations

Results of Operations

The Company ceased all operations in January 2002. In accordance with Accounting
Principles Board Opinion No. 30, Reporting the Results of Operations -
Discontinued Events and Extraordinary Items, the Company has presented the
operating results for the three month period ended March 31, 2002 and 2001 in
one line item as Loss from Operations of Discontinued Divisions. The net loss
for the three month period ended March 31, 2002 was $148,585 versus $164,575 for
the comparable period in 2001. The net loss for the three month period ended
March 31, 2002 is attributable to general and administrative expenses; primarily
salaries and wages.

Liquidity and Capital Requirements

The Company had a net working capital deficit of $1,368,086 at March 31, 2002.
The Company did not acquire any assets in the three months ended March 31, 2002.

Management has exhausted all of its cash. The Company has been unable to obtain
additional funding through shareholder loans or other financing vehicles, so
therefore the Company had no other alternative but to cease all operations in
the first quarter of 2002.

                           PART II - OTHER INFORMATION


ITEM 1.              LEGAL PROCEEDINGS.


On October 25, 2001, Vista Photographic and Video Group, Ltd., a now defunct
Texas limited partnership, was served with a lawsuit filed by CIT Communications
Finance Corp., a Delaware corporation, for amounts owed under a telephone
equipment financing agreement. The lawsuit is styled Docket No. MRS-L-23-82-01,
CIT Communications Finance Corporation v. Vista Photographic and Video Group,
and is pending before the Superior Court of New Jersey, Law Division, Morris
County. The claim is for $53,408.20 plus costs and attorneys' fees. A default
judgment in the foregoing amount was granted on March 8, 2002 against Vista
Photographic and Video Group. A subsidiary of the Company may have held certain
of the assets involved in this lawsuit.

                                       9
<PAGE>

ITEM 2.              CHANGES IN SECURITIES.

As previously reported, on May 8, 2001, the Company entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") with AJW Partners, LLC
and New Millennium Capital Partners II, LLC (collectively, the "Buyers") for the
sale of 12% secured convertible debentures, in the principal amount of up to
$600,000. The convertible debentures are convertible into shares of the
Company's common stock.

On February 20, 2002 the Buyers under the Securities Purchase Agreement each
elected to convert $1,875 in principal amount of convertible debentures into
shares of e resources common stock. The Buyers were issued 625,000 shares at a
conversion price of $0.003 a share, respectively.

On March 29, 2002, the Company entered into a Letter Agreement (the "Letter
Agreement") with AJW Partners, LLC, New Millennium Capital Partners II, LLC,
AJW/New Millennium Offshore, Ltd., and Pegasus Capital Partners, LLC
(collectively, the "New Buyers") for the sale of 12% secured convertible
debentures, in the principal amount of up to $50,000, and warrants to purchase
up to 50,000 shares of the Company's common stock at a price per share that
fluctuates depending on the current market price. The sale of these convertible
debentures and warrants are subject to the terms of the Securities Purchase
Agreement dated May 8, 2001. The proceeds from the sale to the Company of
$50,000 less $10,000 in expenses, were received by the Company on April 8, 2002.
As part of the sale, the Company agreed to offer any future offerings of its
securities first to the New Buyers, for a period beginning on March 29, 2002 and
ending 120 days after the effective date of the filing of a registration
statement registering the shares of common stock underlying the new convertible
debentures and the warrants. The securities were issued in reliance on federal
exemptions from registration, including, but not limited to, Regulation D
promulgated under the Securities Act.

The convertible debentures are convertible into shares of the Company's common
stock at the Conversion Price, which is equal to the lesser of (i) 50%,
multiplied by the average of the lowest three trading prices for the Company's
common stock during the 20 trading days immediately prior to the notice of
conversion, and (ii) $.0057. The warrants are exercisable at an exercise price
per share equal to the lesser of (i) $.0028 and (ii) the average of lowest three
trading prices for the Company's common stock during the 20 trading days
immediately prior to exercise. The warrants expire on March 29, 2005.

In connection with the sale of the convertible debentures and the warrants, the
Company granted certain demand and piggyback registration rights to the Buyers,
and agreed to prepare a registration statement registering the securities
underlying the convertible debentures and the warrants. In addition, we granted
a first priority security interest in substantially all the assets of the
Company to secure our obligations under the convertible debentures and the
warrants. The terms and conditions of the sale are set forth in the following
documents: the Letter Agreement, the form of Secured Convertible Debenture, the
form of Stock Purchase Warrant, and the Security Agreement, all of which were
filed with the Commission as exhibits to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2001.

                                       10
<PAGE>

ITEM 3.              DEFAULTS UPON SENIOR SECURITIES.

On May 8, 2002, $274,525 in secured convertible debentures, plus accrued and
unpaid interest in the amount of $23,220, became due under the Securities
Purchase Agreement. The Company has not paid the amounts owed under the
convertible debentures.

Pursuant to the terms of the Securities Purchase Agreement, the Company is
required to reserve for issuance to the holders of convertible debentures and
warrants, a number of shares of common stock equal to two and one-half times the
number of shares that would be issued, if all shares underlying the convertible
debentures and the warrants were converted into common stock. As of May 8, 2001,
the Company reserved 49,200,000 shares of common stock for conversion of the
convertible debentures and the exercise of warrants sold pursuant to the
Securities Purchase Agreement. Pursuant to a letter agreement dated March 29,
2002, the Company sold additional convertible debentures and warrants and agreed
to reserve an additional 35,814,285 shares of common stock. The actual number of
shares of common stock to be issued upon conversion of the debentures or
exercise of the warrants fluctuates depending upon the market price of the
Company's common stock. The Company does not have an adequate number of shares
of common stock authorized by its Articles of Incorporation to issue, at current
market prices, all of the shares to be issued pursuant to the convertible
debentures and the warrants. The Company would need to amend its Articles of
Incorporation in order to increase its authorized capital stock, which requires
shareholder approval.


ITEM 5.              OTHER INFORMATION.

SUBSEQUENT EVENTS

Effective as of April 30, 2002, CareMart entered into an Asset Purchase
Agreement with Charles E. Cunningham to sell substantially all of its assets, in
exchange for the forgiveness of interest outstanding on a promissory note in the
approximate amount of $14,000. The sale is contingent upon the Company obtaining
shareholder approval to the sale and other necessary approvals. If the necessary
approvals are received, the sale will be effective as of April 30,2002.
CareMart's liabilities exceeded its assets by $19,560. The assets sold by the
Company include, without limitation, the CareMart website and trademark. Mr.
Cunningham is related to the Company's President.

Dated as of April 30, 2002, the Company entered into an Asset Purchase Agreement
with GoVision, L.P., a Texas limited partnership ("GoVision"), to sell
substantially all of the assets of I'm On Air ("IOA") a development project of
the Company, in exchange for the assumption of certain Company debts outstanding
in the approximate amount of $10,000. The sale is contingent upon the Company
obtaining shareholder approval to the sale and other necessary approvals. If the
necessary approvals are received, the sale will be effective as of April 30,
2002.

                                       11
<PAGE>

The purchase price of the IOA assets is the approximate fair market value
of the IOA assets as determined by management. The assets sold by the Company
include the IOA equipment, software, and trademark. Mr. Curtis, the Company's
Chief Executive Officer, is the President and sole shareholder of GoVision's
general partner Higa, Inc. and the sole limited partner of GoVision.

Effective as of April 30, 2002, the Company entered into four Note Conversion
Agreements (collectively, the "Conversion Agreements") with the respective
holders of certain promissory notes held by the Company or its subsidiaries. The
Conversion Agreements provide that the holders of the promissory notes shall
exchange their outstanding debt for shares of e resources' restricted common
stock, $0.001 par value per share (the "Common Stock"). The four notes have a
cumulative amount outstanding of $206,988.80 (principal and interest) and will
be converted into a total of 4,139,776 shares of Common Stock at five cents
($0.05) per share. Pursuant to the Conversion Agreements, (i) $50,000 in
principal outstanding under a note held by Charles E. Cunningham, a relative of
Charles C. Cunningham, will be converted into 1,000,000 shares of Common Stock;
(ii) $52,329.60 in principal and interest outstanding under a note held by
Edward F. Slavin, a shareholder of the Company, will be converted into 1,046,592
shares of Common Stock, (iii) $52,329.60 in principal and interest outstanding
under a note held by G. Patrick Kevlin, a shareholder of the Company, will be
converted into 1,046,592 shares of Common Stock, and (iv) $52,329.60 in
principal and interest outstanding under a note held by Amen Corner, L.P., a
limited partnership and an affiliate of Christopher D. Curtis, will be converted
into 1,046,592 shares of Common Stock. The conversions and the issuance of the
Company's Common Stock are conditioned upon the Company obtaining all required
approvals and consents from creditors and other third parties. If the necessary
approvals are received, the conversion will be effective, as of April 30, 2002,
but no shares will be issued until after the necessary approvals have been
received.

Effective as of April 30, 2002, the Company entered into agreements with
three consultants of the Company to issue a number of shares of its Common Stock
to each consultant in exchange for the cancellation of accounts payable owed by
the Company or its subsidiaries for services rendered by the consultants. The
services provided by the consultants have an aggregate fair market value of
$135,000 measured as of the date such services were provided and will be
exchanged for a total of 2,700,000 shares of Common Stock valued at five cents
($0.05) per share. Consulting services valued at $60,000 provided by R. Lee
Matzig, a member of the Company's Board of Directors and one of the Company's
principal shareholders, will be exchanged for 1,200,000 shares of Common Stock
valued at five cents ($0.05) per share. Consulting services valued at $25,000
provided by Richard Distler, a minority shareholder, will be exchanged for
500,000 shares of Common Stock valued at five cents ($0.05) per share. Legal
services valued at $50,000 provided by Hallett & Perrin, P.C., the Company's
legal counsel, will be exchanged for 1,000,000 shares of Common Stock valued at
five cents ($0.05) per share. The issuance of the Company's Common Stock to the
consultants is conditioned upon the Company obtaining all required approvals and
consents from creditors and other third parties. If the necessary approvals are
received the transactions will be effective as of April 30, 2002, but no shares
will be issued until after the necessary approvals have been received.

Effective as of April 30, 2002, the Company entered into a settlement agreement
with each of Mr. Curtis and Mr. Cunningham (collectively, the "Settlement
Agreements") pursuant to which the Company agreed to issue 2,900,000 shares of
Common Stock to Mr. Curtis and 2,500,000 shares of Common Stock to Mr.
Cunningham in lieu of $145,000 of deferred salary payments owed to Mr. Curtis
and $125,000 of deferred salary payments owed to Mr. Cunningham for fiscal 2000,
2001 and 2002 under their respective employment agreements. The Settlement
Agreements and the issuance of the Common Stock to Mr. Curtis and Mr. Cunningham
is conditioned upon the Company obtaining all required approvals and consents
from creditors and other third parties. If the necessary approvals are received,
the agreements will be effective as of April 30, 2002, but no shares will be
issued until after the necessary approvals have been received.

                                       12
<PAGE>

On May 20, 2002, the Company accepted the resignation of Charles C. Cunningham
as President and Treasurer of the Company. One the same date, Mr. Curtis was
appointed as President and Treasurer of the Company. Mr. Cunningham continues to
serve as a member of the Company's Board of Directors. On the same date, Mr.
Cunningham also resigned from all officer and director positions he held with
the Company's subsidiaries.


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

Reports on Form 8-K filed during the quarter ended March 31, 2002:  None.

Exhibits:

Exhibit Number    Description

3.1               Articles of Incorporation of the Company, filed with the State
                  of Utah 3/08/87 (1).

3.2               Articles of Amendment to the Articles of Incorporation of the
                  Company, filed with the State of Utah 2/03/95 (1).

3.3               Articles of Amendment to the Articles of Incorporation of the
                  Company, filed with the State of Utah 6/09/99 (1).

3.4               Articles of Amendment to the Articles of Incorporation of the
                  Company, filed with the State of Utah 2/07/00 (1).

3.5               Articles of Amendment to the Articles of Incorporation of the
                  Company, filed with the State of Utah 3/24/00 (1).

3.6               First Amended and Restated Bylaws of the Company (4).

4.1               Securities Purchase Agreement, dated 5/08/01 (2).

                                       13
<PAGE>

4.2               Form of Secured Convertible Debenture, dated 5/08/01 (2).

4.3               Form of Stock Purchase Warrant, dated 5/08/01 (2).

4.4               Registration Rights Agreement, dated 5/08/01 (2).

4.5               Security Agreement, dated 5/08/01 (2).

4.6               Guaranty and Pledge Agreement, dated 5/08/01 (2).

4.7               Form of Secured Convertible Debenture, dated 7/30/01 (4)

4.8               Form of Stock Purchase Warrant, dated 7/30/01 (4).

4.9               Letter Agreement with respect to the sale of Secured
                  Convertible Debentures and Stock Purchase Warrants, dated
                  3/29/02 (4).

4.10              Form of Secured Convertible Debenture, dated 3/29/02 (4).

4.11              Form of Stock Purchase Warrant, dated 3/29/02 (4).

4.12              Security Agreement, dated 3/29/02 (4).

10.1              Form of Executive Employment Agreement between the Company and
                  each of Charles C. Cunningham and Christopher D. Curtis, dated
                  as of 5/01/00 (3).

(1) Filed with the Company's Registration Statement on Form SB-2 dated June 13,
2001 and incorporated by reference herein.

(2) Filed with the Company's Current Report on Form 8-K dated May 14, 2001 and
incorporated by reference herein.

(3) Filed with the Company's Quarterly Report on Form 10-QSB for the Third
Quarter 2000 dated November 14, 2000 and incorporated by reference herein.

(4) Filed with the Company's Annual Report on Form 10-KSB for 2001 dated May 6,
2002 and incorporated by reference herein.


                                       14
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                                   SIGNATURES

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

Date: May 23, 2002
                             By:/s/ Christopher D. Curtis
                                ------------------------------------------------
                                Christopher D. Curtis
                                Chief Executive Officer, Treasurer and Secretary
                                (Principal Financial Officer)


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