<PAGE>

                                 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
        September 30, 2001

        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:

     20,136,197shares of Common Stock, $.001 par value, outstanding as of
                               October 25, 2001.


Transitional Small Business Disclosure Format (Check One): Yes [___] No [_X_]
<PAGE>

                                e resources inc

             Form 10-QSB for the Quarter ended September 30, 2001

                               Table of Contents
                               -----------------
<TABLE>
<CAPTION>


                                                                               Page
                                                                               ----
<S>                                                                            <C>

     Forward Looking Statements                                                   2
Part I - Financial Information
     Item 1 - Financial Statements                                                3
     Item 2 - Management's Discussion and Analysis and Results of Operation       6

Part II - Other Information
     Item 1 - Legal Proceedings                                                  10
     Item 2 - Changes in Securities                                              10
     Item 3 - Defaults Upon Senior Securities                                   N/A
     Item 4 - Submission of Matters to a Vote of Security Holders               N/A
     Item 5 - Other Information                                                  12
     Item 6 - Exhibits and Reports on Form 8-K                                   12
</TABLE>
<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 in this report, including statements
regarding our future financial position, business strategy, budgets, projected
costs and plans and objectives of management for future operations, 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 operations and results of operations, competitive factors and
pricing pressures, risks inherent in acquisitions and business expansion, 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, 2000 and to the caption entitled "Risk Factors"
beginning on page 3 of the Company's Registration Statement on Form SB-2 filed
with the SEC on June 13, 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.

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.      Financial Statements.
             --------------------

                          CONSOLIDATED BALANCE SHEET

                              September 30, 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                ASSETS

<S>                                                                                             <C>
CURRENT ASSETS:
 Cash                                                                                            $    16,514
 Note receivable                                                                                       1,250
 Accounts receivable                                                                                  21,540
                                                                                                 -----------
      Total current assets                                                                            39,304

PROPERTY AND EQUIPMENT, net                                                                          108,052

OTHER ASSETS                                                                                          42,521
                                                                                                 -----------

          Total assets                                                                           $   189,877
                                                                                                 ===========

                                   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable and accrued expenses                                                           $    99,288
 Unearned revenue                                                                                     16,941
 Notes payable to stockholders                                                                       672,500
 Notes payable                                                                                        37,500
                                                                                                 -----------
      Total current liabilities                                                                      826,229

NON-CURRENT LIABILITIES:
 Notes payable to stockholders                                                                       300,000
 Notes payable                                                                                        14,000
                                                                                                 -----------
      Total non-current liabilities                                                                  314,000

STOCKHOLDERS' DEFICIT:
 Common stock, $.001 par value, 250,000,000 shares authorized;
    18,886,135 shares issued and outstanding                                                          18,887
 Additional paid-in capital                                                                        2,039,083
 Accumulated deficit                                                                              (3,008,322)
                                                                                                 -----------
      Total stockholders' deficit                                                                   (950,352)
                                                                                                 -----------

          Total liabilities and stockholders' deficit                                            $   189,877
                                                                                                 ===========
</TABLE>

              See notes to the consolidated financial statements.

                                       3
<PAGE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                For the Three Months Ended                         For the Nine Months Ended
                                                      September 30,                                       September 30,
                                             -----------------------------------              ------------------------------------
                                                2001                    2000                       2001                   2000
                                             -----------             -----------               -------------           -----------
                                             (Unaudited)             (Unaudited)                (Unaudited)            (Unaudited)
<S>                                         <C>                     <C>                        <C>                    <C>
REVENUES:
 Production and video sales                  $    89,087             $   128,353                $   258,307            $   398,492
 Sales of medical supplies                         2,467                   7,235                     10,900                 13,587
                                             -----------             -----------                -----------            -----------
     Total                                        91,554                 135,588                    269,207                412,079

COST OF GOODS SOLD:
 Production and video                             23,511                  32,413                    109,244                169,533
 Medical supplies                                  1,935                   5,688                      8,491                 10,803
                                             -----------             -----------                -----------            -----------
     Total                                        25,446                  38,101                    117,735                180,336
                                             -----------             -----------                -----------            -----------

     Gross profit                                 66,108                  97,487                    151,472                231,743

OPERATING EXPENSES:
 General and administrative expense              211,324                 472,471                    921,319              1,031,907
 Depreciation and amortization                    11,418                  13,061                     38,614                 46,625
                                             -----------             -----------                -----------            -----------
     Total                                       222,742                 485,532                    959,933              1,078,532
                                             -----------             -----------                -----------            -----------

     Loss from operations                       (156,634)               (388,045)                  (808,461)              (846,789)

INTEREST INCOME (EXPENSE)                       (331,532)                 10,142                   (385,523)                (1,019)
                                             -----------             -----------                -----------            -----------

NET LOSS                                     $  (488,166)            $  (377,903)               $(1,193,984)           $  (847,808)
                                             ===========             ===========                ===========            ===========

NET LOSS PER SHARE (basic and
 diluted)                                    $      (.03)            $      (.03)               $      (.07)           $      (.07)
                                             ===========             ===========                ===========            ===========


WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                  17,751,787              14,528,968                 16,162,686             11,577,561
                                             ===========             ===========                ===========            ===========
</TABLE>

              See notes to the consolidated financial statements.

                                       4
<PAGE>

                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  For the Nine Months Ended
                                                                                        September 30,
                                                                               ----------------------------------
                                                                                   2001                  2000
                                                                               ------------            ----------
                                                                                (Unaudited)           (Unaudited)
<S>                                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                       $(1,193,984)           $ (847,808)
 Adjustments to reconcile net loss to net cash provided by operating
  activities:
   Depreciation and amortization                                                     38,614                46,625
   Common stock for services                                                         97,500                22,000
   Amortization of equity component of notes payable                                340,500                     -
   Writedown of investment                                                           37,500                     -
   Changes in operating assets and liabilities:
     Accounts and note receivable                                                    17,617               (25,963)
     Prepaid and other                                                              (17,407)              (82,843)
     Unearned revenues                                                               (4,309)               20,169
     Accounts payable and accrued expenses                                           39,431               (52,523)
   Other                                                                              1,052                     -
                                                                                -----------            ----------

          Net cash used by operating activities                                    (643,486)             (920,343)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase (Decrease) in other assets                                                      -               (50,000)
 Purchase of property and equipment                                                       -               (74,158)
                                                                                -----------            ----------

          Net cash used by investing activities                                           -              (124,158)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase (decrease) in notes payable                                               150,000              (258,731)
 Repayments on notes payable                                                        (90,000)                    -
 Sale of debentures, net                                                            600,000                     -
 Issuance of common stock for cash, net                                                   -             1,428,000
                                                                                -----------            ----------

          Net cash provided by financing activities                                 660,000             1,169,269

NET INCREASE IN CASH                                                                 16,514               124,768

CASH, beginning of period                                                                 -                 8,684
                                                                                -----------            ----------

CASH, end of period                                                             $    16,514            $  133,452
                                                                                ===========            ==========
</TABLE>

              See notes to the consolidated financial statements.

                                       5
<PAGE>

1.   Organization and Basis of Presentation
     --------------------------------------

     Unaudited Information

     The consolidated balance sheet as of September 30, 2001 and the
     consolidated statements of operations for the three and nine-month periods
     ended September 30, 2001 and 2000 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 September 30, 2001 and the results of
     operations for the three and nine-month periods ended September 30, 2001
     and 2000.

     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
     financial statements provided in the Company's December 31, 2000 Form 10-
     KSB.

2.   Debentures
     ----------

     In May 2001, the Company received $300,000 for convertible debentures due
     May 2002. In August 2001, the Company received an additional $300,000 for
     convertible debentures due August 2002. The debentures bear interest at a
     rate of 12% per annum, payable quarterly. The debentures may be converted
     into the Company's common stock at the lower of 50% of the stock's then-
     existing market price (as defined in the debentures) or $.03 per share.
     Since the debt can be converted into stock at less than market price, this
     is considered a "beneficial conversion feature." In addition, the Company
     issued the holders of the debentures warrants to purchase a total of
     600,000 shares of common stock at the lesser of $.025 or the then-existing
     market price (as defined in the warrants). The Company recorded the
     estimated value of the beneficial conversion feature and warrants (total of
     $340,500) as a discount to the debt. Through September 30, 2001, the entire
     discount of $340,500 had been amortized to interest expense. In the quarter
     ended September 30, 2001, $37,500 of the debentures issued in May 2001,
     plus accrued interest were converted to 2,468,562 shares of common stock.

3.   Stock For Services
     ------------------

     During the nine months ended September 30, 2001 the company issued a total
     of 1,889,167 shares of common stock to various consultants in exchange for
     services. The total value of shares issued was recorded at $97,500, based
     on the market value of the company's stock on the date of the various
     agreements.

Item 2.   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operations.
          -----------------------

At this time, the Company has exhausted its cash.  Until additional financing
can be obtained, the Company will require shareholder loans and lines of credit
to keep the Company in Business.

Revenues for the three and nine-month periods ended September 30, 2001 were $
89,087 and $258,307, respectively, versus $128,353 and $ 398,492 for the
comparable periods in 2000.  The decrease for 2001 compared to 2000 is due to
the decrease in scope of services of Vistastream inc, one of the Company's
wholly-owned subsidiaries ("Vistastream") which provides a full-

                                       6
<PAGE>

service video production house. During the fourth quarter ended December 31,
2000, Vistastream's sales efforts were refocused away from live event
production, video streaming and other e-commerce related video production, and
back to Vistastream's original operations as a full-service video production
house and a producer of interactive media products for corporate consumption.
The refocus of Vistastream was predicated upon the Company's belief that the
inability of broadband connectivity to reach anywhere near its predicted
penetration levels in fiscal 2000 has rendered the medium an unattractive market
for the Company to enter in the near future. It is the Company's intention to
review Vistastream's expenses and, if possible, to further reduce Vistastream's
expenses in an effort to bring it closer to profitability. The revenues of
CareMart, Inc., another wholly-owned subsidiary of the Company which distributes
home healthcare products and supplies over the Internet, ("CareMart"), consisted
of $2,467 and $10,900 for the three and nine months ended September 30, 2001,
compared to $7,235 and $13,587 for the three and nine months ended September 30,
2000. Since CareMart was acquired by the Company in April 2000, there was no
comparable revenue for the first three months in 2000. The Company believes that
the cost of customer acquisition in the Internet market has proven to be a
costly endeavor with generally poor results. Accordingly, due to the expense of
obtaining Internet customers and the continued demise of many Internet retailers
beginning in fiscal year 2000 and continuing throughout the first half of 2001,
the Company has decided that it will not make any significant capital
expenditures in CareMart in the near future in an attempt to increase its market
share. In addition, in the third quarter, the Company further reduced CareMart's
operating expenses.

Gross profit for the three and nine months ended September 30, 2001 was $66,108
and $151,472, respectively, versus $97,487 and $231,743 for the comparable
periods in 2000.  The decrease in gross profit for the three months ended
September 30, 2001 was due primarily to a decrease in sales of higher margin
productions.  In the nine months ended September 30, 2001, the Company's cost of
operations increased due to the refocus of Vistastream.  Since e resources has
repositioned Vistastream as a producer of interactive media solutions, it has
increased its reliance on outsourced production entities whose costs have become
a component in Vistastream's cost of sales.

Operating expenses for the three and nine-month periods ended September 30, 2001
were $222,742 and $959,933, respectively, versus $485,532 and $1,078,532 for the
comparable periods in 2000.  The decrease in operating expenses over the same
period in 2000 is primarily due to the refocus of Vistastream as a full-service
production house and reductions in personnel and sales expenses.  Vistastream
incurred $55,623 and $164,820 in general administrative expenses for the three
and nine-month periods ended September 30, 2001, and CareMart incurred $1,281
and $9,429 in general administrative expenses for the three and nine-month
periods ended September 30, 2001.

Net loss for the three and nine month period ended September 30, 2001 was
$488,166 and $1,193,984, respectively, versus $377,903 and $847,808 for the
comparable periods in 2000.  The increase in the net loss over the same periods
in 2000 were primarily a result of the increase in interest expenses due to the
expense of the conversion of shares under the convertible debentures agreements
of May 8, 2001 and August 1, 2001.  Since the shares may be converted at a price
less than the market, the company must record an expense for the effect of this

                                       7
<PAGE>

beneficial conversion feature. Please see note 2 in the "NOTES TO THE FINANCIAL
STATEMENTS" for a further discussion of the increase in interest expenses.
Basic and diluted loss per share was ($.03) and ($.07) for the three and nine
month-periods ended September 30, 2001.  For the three and nine-month periods
ended September 30, 2000, the comparable loss per share was ($.03) and ($.07),
respectively.

Liquidity and Capital Requirements
----------------------------------

The Company had a net working capital deficit of approximately $786,925 at
September 30, 2001.  Cash consisted of $16,514 as of September 30, 2001.  During
the nine months ended September 30, 2001, the Company recorded $21,700 in
software development, $9,175 in equipment and $3,769 in miscellaneous expenses
related to the development of the I'm On Air digital media product prototype.
At this time, the Company anticipates that the development of the prototype
software will cost approximately $22,000-$25,000 (inclusive of the $25,469 spent
on software development in the second and third quarters of 2001). The Company
also anticipates that it will need to purchase equipment to operate the I'm On
Air product, at an approximate cost of $25,000 (inclusive of the $9,175 spent on
equipment in the third quarter of 2001). The Company will also need additional
working capital to fund miscellaneous expenses incurred in connection with the
development of I'm On Air, which the Company currently estimates to be
approximately $25,000 - $50,000. The Company is currently experiencing testing
delays with equipment that has recently been released to the market. This
equipment is necessary for the I'm On Air prototype, and such delays, as well as
any future delays, are anticipated to add to the cost of developing the I'm On
Air prototype.

On May 8, 2001, e resources 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 (the "Convertible Debentures"), in the principal
amount of up to $600,000.  The Convertible Debentures bear interest at 12% per
annum, payable quarterly and are convertible into shares of the Company's common
stock at the lower of 50% of the stock's market price (as defined in the
Convertible Debenture) or $.03 per share, which in either case would be less
than the stock's current trading price at the time of such conversion.  This is
referred to as a "beneficial conversion feature".  In addition, the Securities
Purchase Agreement provides for the sale to the Buyers of warrants to purchase
up to 600,000 shares of the Company's common stock (the "Warrants") at a price
per share equal to the lesser of $.025 or the market price (as defined in the
Warrants).

On May 8, 2001, the Buyers purchased an aggregate of $300,000 in principal of
Convertible Debentures, plus Warrants to acquire 300,000 shares of the Company's
common stock.  The proceeds from the sale to the Company were $300,000, less
$49,000 in expenses.

On August 1, 2001, the Buyers purchased, in the aggregate, an additional
$300,000 in principal of Convertible Debentures, plus Warrants to acquire an
additional 300,000 shares of the Company's common stock.  The proceeds to the
Company from the sale of the second series of Convertible Debentures and
Warrants were $300,000, less $40,500 in expenses.  Accordingly, the Buyers have
purchased, in the aggregate, pursuant to the Securities Purchase Agreement,
$600,000 in Convertible Debentures, plus Warrants to acquire an additional
600,000 shares of

                                       8
<PAGE>

the Company's common stock. The net proceeds to the Company, after subtracting
the aggregate expenses related to such sales, equal $510,500. The Company
recorded a discount to the Convertible Debentures of $340,500 for the value of
the beneficial conversion feature and the Warrants. $31,000 of the discount was
charged to interest expense in the three months ended June 30, 2001. The
remaining discount of $309,500 was charged to interest expense in the third
quarter of 2001. The Buyers have no obligation to exercise the Warrants, and
have no further obligation to purchase any additional Convertible Debentures or
Warrants under the terms of the Securities Purchase Agreement.

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.  The Company filed the
registration statement with the SEC on June 13, 2001 and it became effective on
June 28, 2001.  In addition, the Company also agreed to grant a first priority
security interest in substantially all the assets of the Company to secure the
Company's obligations under the Convertible Debentures and the Warrants, and
Christopher D. Curtis, Chief Executive Officer of the Company, agreed to
personally guarantee the Company's obligations to the Buyers.  Additional
information regarding the terms and conditions of the sale are set forth in the
following documents: the Securities Purchase Agreement, the form of Secured
Convertible Debenture, the form of Stock Purchase Warrant, the Registration
Rights Agreement, the Security Agreement, and the Guaranty and Pledge Agreement,
all of which were filed with the SEC as exhibits to the Company's Current Report
on Form 8-K dated May 14, 2001, and can be viewed on EDGAR.  Additional
information regarding the registration of the shares underlying the Convertible
Debentures and the Warrants is contained in the Company's Registration Statement
on Form SB-2, filed with the SEC on June 13, 2001, which can also be viewed on
EDGAR.

Additionally, as part of the sale of the Convertible Debentures and Warrants,
the Company agreed to offer any future offerings of its securities first to the
Buyers, for a period beginning on May 8, 2001 and ending 120 days after the
effective date of the Registration Statement (June 28, 2001).

The Company's estimated capitalization needs have increased from its estimated
capitalization needs in the first half of fiscal 2000, due primarily to an
anticipated increase in expenses to develop the I'm On Air prototype.  At this
time, however, the Company has exhausted its cash.  Until additional financing
can be obtained, the Company will require shareholder loans and lines of credit
to keep the Company in business.  The Company needs to raise additional funds to
continue development of the I'm On Air prototype, and to operate the Company's
businesses, support expansion, develop new or enhanced services and products,
respond to competitive pressures, acquire complementary businesses or
technologies, and respond to unanticipated events.  There can be no assurance
that additional financing will be available on favorable terms, or at all.  If
the Company cannot obtain additional financing, the Company may need to change
its business strategy or reduce its operations.

The Company anticipates that it will seek financing through loans, and that it
will consider additional sales of debt and equity interests in the Company or
its subsidiaries to fund operations.  Any new issuance of additional equity
securities in the Company will dilute the ownership

                                       9
<PAGE>

interest of our existing shareholders, and the issuance of additional debt
securities may increase the perceived risk of investing in the Company.

                          PART II - OTHER INFORMATION
                          ---------------------------


Item 1.        Legal Proceedings.
               -----------------

On January 29, 2001, the Company filed suit against Shields Publishing Group,
Inc. ("SPG"), for breach of contract.  The lawsuit is styled as e resources inc.
v. Shields Publishing Group, Inc., Cause No. 2001-50025-367 and is filed in the
367th Judicial District Court of Denton County, Texas.  The Company had entered
into an agreement with SPG on or about August 9, 2000 (the "SPG Agreement"),
pursuant to which the Company engaged SPG to create and distribute an
informative advertisement featuring the Company.  Before SPG fully performed its
obligations under the contract, it terminated the SPG Agreement claiming the
Company had failed to make certain disclosures required pursuant to the SPG
Agreement.  The Company, in turn, filed suit against SPG seeking damages for
breach of contract and a declaratory judgment that the Company did not breach
the SPG Agreement.  The Company sought to recover unspecified damages for SPG's
breach of contract, and for attorney's fees in connection with the lawsuit.

On May 8, 2001, the court entered a default judgment in favor of e resources,
and entered an order in favor of the Company in the amount of $300,000 plus
attorneys' fees and costs.  However, the default judgment could be overturned,
and there is no assurance that the Company will be successful in recovering any
of the money awarded to it pursuant to the order.  To date, the Company has not
recovered any money awarded to it under the default judgment.

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 claim is for $53,408.20 plus costs and
attorneys' fees.  A subsidiary of e resources may hold certain of the assets
involved in this lawsuit.

Item 2.        Changes in Securities.
               ---------------------

On June 13, 2001, the Company filed a Registration Statement on Form SB-2 with
the SEC as required by the Securities Purchase Agreement, pursuant to which the
Buyers agreed to purchase up to $600,000 in Convertible Debentures, convertible
into shares of the Company's common stock, and Warrants to purchase up to
600,000 shares of the Company's common stock.  The Registration Statement was
declared effective by the SEC on June 28, 2001.

On May 8, 2001, pursuant to the Securities Purchase Agreement, the Buyers
purchased an aggregate of $300,000 in principal of Convertible Debentures, plus
Warrants to acquire 300,000 shares of the Company's common stock.  The proceeds
from the sale to the Company were $300,000, less $49,000 in expenses.  The
securities were issued in reliance on federal exemptions from registration,
including, but not limited to, Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act").

                                      10
<PAGE>

On August 1, 2001, the Buyers purchased, in the aggregate, an additional
$300,000 in principal of Convertible Debentures, plus Warrants to acquire and
additional 300,000 shares of the Company's common stock.  The proceeds to the
Company from the sale of the second series of Convertible Debentures and
Warrants were $300,000, less $40,500 in expenses.

The Securities Purchase Agreement and the transactions contemplated thereby are
described in the section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" beginning on page 7 of this
Quarterly Report on Form 10-QSB.  Additional information regarding the
Securities Purchase Agreement and the transactions contemplated thereby is
contained in the Company's Current Report on Form 8-K, filed with the SEC on May
14, 2001, and the attached exhibits.  Additional information regarding the
registration of the shares underlying the Convertible Debentures and the
Warrants is contained in the Company's Registration Statement on Form SB-2,
filed with the SEC on June 13, 2001.  Both of these documents can be viewed on
EDGAR.

On June 27, 2001, the Company issued 641,667 shares of common stock to Action
Stocks, Inc. ("Action Stocks") and 25,000 shares of common stock to a principal
of Actions Stocks, in connection with a services agreement entered into between
the Company and Action Stocks on June 18, 2001, (the "Services Agreement")
pursuant to which Action Stocks agreed to provide certain marketing and
promotion services to the Company, including, without limitation, website
marketing, promotional materials and a profile of the Company's on the Action
Stocks' radio show.  The shares were issued for services rendered.  The shares
were issued in reliance on federal exemptions from registration, including, but
not limited to, Regulation D promulgated under the Securities Act.  In addition
to the shares issued, pursuant to the Services Agreement, the Company paid
$5,000 in the second quarter of 2001 in partial payment of services rendered and
to be rendered, and owes a second payment of $5,000 for services to be rendered
in the third quarter of 2001.  The term of the Services Agreement is six months.

On July 13, 2001, the Company issued 525,000 shares of its common stock to The
NIR Group LLC  ("NIR") in connection with a Consulting Agreement entered into
between the Company and NIR on May 8, 2001 (the "Consulting Agreement").  The
term of the Consulting Agreement is three months.  Pursuant to the terms of the
Consulting Agreement, NIR has provided the Company with certain consulting
services and expertise, including assistance in formulating the Company's
business strategy, and in structuring, arranging and negotiating agreements with
third parties.  The shares were issued for services rendered.  The shares were
issued in reliance on federal exemptions from registration, including, but not
limited to, Regulation D promulgated under the Securities Act.

On August 7, 2001, the Company issued 525,000 shares of its common stock to The
NIR Group LLC  ("NIR") in connection with a Consulting Agreement entered into
between the Company and NIR on August 1, 2001 (the "Consulting Agreement").  The
term of the Consulting Agreement is three months.  Pursuant to the terms of the
Consulting Agreement, NIR has provided the Company with certain consulting
services and expertise, including assistance in formulating the Company's
business strategy, and in structuring, arranging and negotiating agreements with
third parties.  The shares were issued in consideration for services rendered.

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<PAGE>

The shares were issued in reliance on federal exemptions from registration,
including, but not limited to, Regulation D promulgated under the Securities
Act.

Item 5.        Other Information.
               -----------------

Subsequent Events
-----------------

On October 1, 2001 the Buyers each elected to convert $3,125 in principal amount
of Convertible Debentures into shares of e resources common stock, pursuant to
the terms of the Convertible Debentures.  The Buyers were issued 625,000 shares
at a conversion price of $0.005 a share, respectively.

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

Reports on Form 8-K filed during the quarter ended June 30, 2001:

No form 8-K reports were filed during the quarter for which this report is
filed.


                                  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: November 14, 2001
                                   By:/s/ Charles C. Cunningham
                                      -----------------------------------------
                                      Charles C. Cunningham
                                      President and Treasurer
                                      (Principal Financial Officer)

                                   By:/s/ Christopher D. Curtis
                                      -----------------------------------------
                                      Christopher D. Curtis
                                      Chief Executive Officer and Secretary

                                      12