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

Amendment No. 1 to FORM 10-QSB



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

For the quarterly period ended: March 31, 2002

Or

|       |  |                                                                                         
|------ |  | ----------------------------------------------------------------------------------------
|[    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________________to  ___________________

Commission File Number: 000-31249

Mojave Southern, Inc.

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0331369                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or
organization) |  | (I.R.S. Employer Identification No.)
|                                                              
|2949 E. Desert Inn Road, Suite 1D, Las Vegas, NV               |  | 89121                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

(702) 451-2029

---

(Registrants telephone number, including area code)


N/A

---

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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [X]      No [   ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes   [   ]      No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuers classes of common
stock as of the most recent practicable date: 525,000





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TABLE OF CONTENTS



|                            |                                                       |                               |  |  |  |  |  | 
|--------------------------- | ----------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|ACCOUNTANTS REVIEW REPORT 
|                            |                                                       | BALANCE SHEET                
|                            |                                                       | STATEMENT OF OPERATIONS      
|                            |                                                       | STATEMENT OF CASH FLOWS      
|                            |                                                       | NOTES TO FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Plan of Operation
|PART II  OTHER INFORMATION
|                            | Item 6. Exhibits                                     
|SIGNATURES                 



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Mojave Southern, Inc.
Table of Contents

|                               |                                                       |                                                                                                                                                            |    |    |   | 
|------------------------------ | ----------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | -- | - | 
|PART I  FINANCIAL INFORMATION |                                                       |                                                                                                                                                            |    |   
|                               | Item 1. Financial Statements                          |                                                                                                                                                            |    |    |  
|                               |                                                       | Accountants Review Report                                                                                                                                 |    |    | 4 | 
|                               |                                                       | Balance Sheet March 31, 2002 (unaudited)                                                                                                                   |    |    | 5 | 
|                               |                                                       | Statements of Operations For the Three Months Ending March 31, 2002 (unaudited)
and the Period December 30, 1994 (Inception) to March 31, 2002 (unaudited) |    |    | 6 | 
|                               |                                                       | Statements of Cash Flows For the Three Months Ending March 31, 2002
(unaudited) and the Period December 30, 1994 (Inception) to
March 31, 2002 (unaudited) |    |    | 7 | 
|                               |                                                       | Notes to Financial Statements                                                                                                                              |    |    | 8 | 
|                               | Item 2. Managements Discussion and Plan of Operation |                                                                                                                                                            |    | 10 |  
|PART II  OTHER INFORMATION    |                                                       |                                                                                                                                                            |    |   
|                               | Item 6. Exhibits                                      |                                                                                                                                                            |    | 12 |  
|SIGNATURES                     |                                                       |                                                                                                                                                            | 13 |   

2



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Mojave Southern, Inc.

Balance Sheet
as of
March 31, 2002 (unaudited)

and

Statements of Operations
and
Cash Flows
for the Three Months Ending
March 31, 2002 (unaudited)
and
the Period December 30, 1994 (Inception) to March 31, 2002 (unaudited)

3



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MARK SHERMAN, CPA
316 SOUTH JONES BOULEVARD
LAS VEGAS, NV 89107
PHONE (702) 645-6318 FAX: (702) 645-1604




ACCOUNTANTS REVIEW REPORT

Board of Directors
Mojave Southern, Inc.
Las Vegas, Nevada

I have reviewed the accompanying balance sheet of Mojave Southern, Inc. (a
Nevada Corporation) as of March 31, 2002, and the related statements of income
and stockholders equity and cash flows for the three months ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Mojave Southern, Inc.

A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding financial statements taken
as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying March 31, 2002 financial statements in order for them
to be in conformity with generally accepted accounting principals.

The financial statements for the year ended December 31, 2001, were audited by
me and I expressed an unqualified opinion on them in my report dated February
14, 2002, but I have not performed any auditing procedures since that date.

Mark S. Sherman
May 8, 2002

4



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MOJAVE SOUTHERN, INC.

BALANCE SHEET
MARCH 31, 2002

ASSETS

|                                     |                      |              |                                                                                                                     |                                            |         |          |         |  
|------------------------------------ | -------------------- | ------------ | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- | -
|CURRENT ASSETS                       |                      |              |                                                                                                                     |                                           
|                                     |                      |              | Cash                                                                                                                |                                            |         | 284      |        
|                                     |                      |              | Accounts Receivable                                                                                                 |                                            |         | 45,697   |        
|                                     |                      |              | Prepaid Expenses                                                                                                    |                                            |         | 1,500    |        
|                                     |                      |              | Inventory                                                                                                           |                                            |         | 237      |        
|                                     |                      |              |                                                                                                                     |                                           
|                                     | TOTAL CURRENT ASSETS |              | $                                                                                                                   | 47,718                                     |        
|FIXED ASSETS                         |                      |              |                                                                                                                     |                                           
|                                     |                      |              | Equipment                                                                                                           |                                            | $       | 4,976    |        
|                                     |                      |              | Furniture and Fixtures                                                                                              |                                            |         | 6,064    |        
|                                     |                      |              |                                                                                                                     | Less: Accumulated Depreciation             |         |          | (5,266  | )
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      |              |                                                                                                                     | TOTAL FIXED ASSETS, NET                    |         | $        | 5,774   |  
|OTHER ASSETS                         |                      |              |                                                                                                                     |                                           
|                                     |                      |              | Refundable deposits                                                                                                 |                                            |         | 3,300    |        
|                                     |                      |              | Goodwill (Note 5)                                                                                                   |                                            |         | 76,763   |        
|                                     |                      |              | Other                                                                                                               |                                            |         | 7,570    |        
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      |              |                                                                                                                     | TOTAL OTHER ASSETS                         |         |          | 87,633  |  
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      | TOTAL ASSETS |                                                                                                                     | $                                          | 141,125 |         
|                                     |                      |              |                                                                                                                     |                                           
|LIABILITIES AND STOCKHOLDERS EQUITY
|CURRENT LIABILITIES                  |                      |              |                                                                                                                     |                                           
|                                     |                      |              | Accounts Payable                                                                                                    |                                            | $       | 117,182  |        
|                                     |                      |              | Other Current liabilities                                                                                           |                                            |         | 68,019   |        
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      |              |                                                                                                                     | TOTAL CURRENT LIABILITIES                  |         | $        | 185,201 |  
|STOCKHOLDERS EQUITY                 |                      |              |                                                                                                                     |                                           
|                                     |                      |              | Common Stock, $.001 par value
Authorized 50,000,000 shares;
Issued and outstanding at
March 31, 2002 525,000 shares |                                            | $       | 525      |        
|                                     |                      |              | Additional Paid In Capital                                                                                          |                                            | $       | 114,669  |        
|                                     |                      |              | Retained Earnings (Deficit)                                                                                         |                                            | $       | (159,270 | )      
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      |              | TOTAL STOCKHOLDERS EQUITY                                                                                          |                                            | $       | (44,076  | )      
|                                     |                      |              |                                                                                                                     |                                           
|                                     |                      |              |                                                                                                                     | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |         | $        | 141,125 |  
|                                     |                      |              |                                                                                                                     |                                           

See accompanying notes to financial statements.

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MOJAVE SOUTHERN, INC.

STATEMENT OF OPERATIONS

|                                                     |  |                 |         |             |  |                   |          |  
|---------------------------------------------------- |  | --------------- | ------- | ----------- |  | ----------------- | -------- | -
|                                                     |  |                 |         |             |  | December 30, 1994
|                                                     |  | January 1, 2002 |         | (Inception)
|                                                     |  | to              |         | to March   
|                                                     |  | March 31, 2002  |         | 31, 2002   
|                                                     |  |                 |         |            
|INCOME                                               |  |                 |         |             |  |                   |          |  
|Revenue                                              |  | $               | 7,110   |             |  | $                 | 67,769   |  
|                                                     |  |                 |         |             |  |                   |          |  
|TOTAL INCOME                                         |  |                 | 7,110   |             |  |                   | 67,769   |  
|EXPENSES                                             |  |                 |         |             |  |                   |          |  
|General and Administrative                           |  | $               | 15,713  |             |  | $                 | 227,039  |  
|                                                     |  |                 |         |             |  |                   |          |  
|TOTAL EXPENSES                                       |  | $               | 15,713  |             |  | $                 | 227,039  |  
|                                                     |  |                 |         |             |  |                   |          |  
|NET PROFIT (LOSS)                                    |  | $               | (8,603  | )           |  | $                 | (159,270 | )
|                                                     |  |                 |         |             |  |                   |          |  
|NET PROFIT (LOSS)
PER SHARE                          |  | $               | (0.0164 | )           |  | $                 | (0.3034  | )
|                                                     |  |                 |         |             |  |                   |          |  
|AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING |  |                 | 525,000 |             |  |                   | 525,000  |  
|                                                     |  |                 |         |             |  |                   |          |  

See accompanying notes to financial statements

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MOJAVE SOUTHERN, INC.

STATEMENT OF STOCKHOLDERS EQUITY
March 31, 2002

|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------ | ------- | ------ |  | ------- | --- | ------------------ |  | -------- | ------- |  |  | - | -------- | -
|                                                                            |  | Common
Stock |         |        |  |         |     |                    |  |         
|                                                                            |  |              |         |        |  |         |     |                    |  |         
|                                                                            |  | Number       |         |        |  |         |     | Additional         |  |          |         | 
|                                                                            |  | Of           |         |        |  |         |     | Paid
In            |  | Retained
|                                                                            |  | Shares       |         | Amount |  | Capital |     | Earnings (Deficit)
|                                                                            |  |              |         |        |  |         |     |                   
|January 10, 1995 issued
for cash                                            |  |              | 50,000  |        |  | $       | 50  |                    |  | $        | 3,542   |  |  |   |          |  
|Net (Loss), 12-30-94 (inception)
to
12-31-95                                |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (80      | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance Dec. 31, 1995                                                       |  |              | 50,000  |        |  | $       | 50  |                    |  | $        | 3,542   |  |  | $ | (80      | )
|Net
(Loss), 12-30-96                                                        |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (3,307   | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance Dec. 31, 1996                                                       |  |              | 50,000  |        |  | $       | 50  |                    |  | $        | 3,542   |  |  | $ | (3,387   | )
|Net
(Loss), 12-31-97                                                        |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (209     | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance Dec. 31, 1997                                                       |  |              | 50,000  |        |  | $       | 50  |                    |  | $        | 3,542   |  |  | $ | (3,596   | )
|April 4,
1998 issued for cash and stock                                     |  |              | 125,000 |        |  | $       | 125 |                    |  | $        | 11,527  |  |  |   |          |  
|April 4, 1998 cancel                                                        |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Shares issued in 1995                                                       |  |              | (50,000 | )      |  | $       | (50 | )                  |  |          |         |  |  |   |          |  
|October 2, 1998 issued for
cash                                             |  |              | 200,000 |        |  | $       | 200 |                    |  | $        | 49,800  |  |  |   |          |  
|Net
(Loss), 12-31-98                                                        |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (66,306  | )
|Net
(Loss), 12-31-99                                                        |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (20,850  | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance Dec. 31, 1999                                                       |  |              | 325,000 |        |  | $       | 325 |                    |  | $        | 64,869  |  |  | $ | (90,752  | )
|February 29, 2000 issued
for 100% of stock of
Norden Associates, Inc.
stock |  |              | 200,000 |        |  | $       | 200 |                    |  | $        | 49,800  |  |  |   |          |  
|Net (Loss), December 31, 2000                                               |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (26,252  | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance December 31, 2000                                                   |  |              | 525,000 |        |  | $       | 525 |                    |  | $        | 114,669 |  |  | $ | (117,004 | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Net
(Loss), December 31, 2001                                               |  |              |         |        |  |         |     |                    |  |          |         |  |  | $ | (33,663  | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  
|Balance December 31, 2001                                                   |  |              | 525,000 |        |  | $       | 525 |                    |  | $        | 114,669 |  |  | $ | (150,667 | )
|                                                                            |  |              |         |        |  |         |     |                    |  |          |         |  |  |   |          |  



See accompanying notes to financial statements.

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MOJAVE SOUTHERN, INC.

STATEMENT OF CASH FLOWS

|                                     |  |                 |        |             |  |                   |          |  
|------------------------------------ |  | --------------- | ------ | ----------- |  | ----------------- | -------- | -
|                                     |  |                 |        |             |  | December 30, 1994
|                                     |  | January 1, 2002 |        | (Inception)
|                                     |  | to              |        | to March   
|                                     |  | March 31, 2002  |        | 31, 2002   
|                                     |  |                 |        |            
|CASH FLOWS FROM OPERATING ACTIVITIES |  |                 |        |             |  |                   |          |  
|Net Income (Loss)                    |  | $               | (8,603 | )           |  | $                 | (159,270 | )
|Depreciation and Amortization        |  |                 | 1,635  |             |  |                   | 17,331   |  
|Accounts Receivable increase         |  | $               | (1,763 | )           |  | $                 | (46,797  | )
|Refundable deposits increase         |  | $               | (0     | )           |  | $                 | (3,300   | )
|Inventory increase                   |  | $               | 24     |             |  | $                 | (237     | )
|Prepaid Expenses increase            |  | $               | 0      |             |  | $                 | (1,500   | )
|Goodwill                             |  | $               | (4,334 | )           |  | $                 | (100,962 | )
|Other Assets                         |  | $               | (0     | )           |  | $                 | (17,474  | )
|Accounts Payable (decr)increase      |  | $               | 12,403 |             |  | $                 | 208,339  |  
|                                     |  |                 |        |             |  |                   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES |  | $               | (638   | )           |  | $                 | (103,870 | )
|CASH FLOWS FROM INVESTING ACTIVITIES |  |                 |        |             |  |                   |          |  
|Issue Common Stock                   |  |                 |        |             |  | $                 | 525      |  
|Additional Paid In Capital           |  |                 |        |             |  | $                 | 114,669  |  
|Purchase of Equipment                |  |                 |        |             |  | $                 | (11,040  | )
|CASH FLOWS FROM INVESTING ACTIVITIES |  |                 |        |             |  | $                 | 104,154  |  
|Net increase (decrease) in Cash      |  |                 | (638   | )           |  | $                 | 284      |  
|Cash                                 |  |                 |        |             |  |                   |          |  
|Beginning of Period                  |  | $               | 922    |             |  | $                 | 0        |  
|Cash                                 |  |                 |        |             |  |                   |          |  
|                                     |  |                 |        |             |  |                   |          |  
|March 31, 2002                       |  | $               | 284    |             |  | $                 | 284      |  
|                                     |  |                 |        |             |  |                   |          |  

See accompanying notes to financial statements.

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MOJAVE SOUTHERN, INC.

NOTES TO FINANCIAL STATEMENTS
March 31, 2002

NOTE 1  ORGANIZATION AND ACCOUNTING POLICIES

The Company was incorporated December 30, 1994 under the laws of the State
of Nevada. The Company was organized to engage in any lawful activity.

The Companys accounting policies and procedures are as follows:



| | 1. |  | The Company uses the accrual method of accounting.                                                                     
| | -- |  | -----------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Earnings per share are computed using the weighted average
number of shares of common stock outstanding.               
|
| | 3. |  | The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.

NOTE 2  INVESTMENT IN NORDEN ASSOCIATES, INC.

On February 29, 2000 the Company purchased 100% of the common stock of
Norden Associates, Inc. dba Nettas Salon, a company with an established source
of revenue, in exchange for 200,000 shares of Mojave Southern, Inc.s
restricted common stock $.001 par value. For purposes of the transaction the
value of the 200,000 shares of Mojave Southern, Inc. common stock was valued at
$0.25 per share.

NOTE 3   INVESTMENT IN NETTAS SALON

On May 12, 1999 Norden Associates, Inc. purchased Bella Dona Hair and
Nails, a personal care salon for $22,000 cash. Norden has continued this
business by doing business under the name Nettas Salon. The following
information of Nettas Salon is selected financial information at March 31,
2002 and March 31, 2001:

|               |  |   |           |  |          |   |        |  | 
|-------------- |  | - | --------- |  | -------- | - | ------ |  | 
|               |  |   | Unaudited |  | Audited 
|               |  |   | March     |  | March   
|               |  |   | 31, 2002  |  | 31, 2001
|               |  |   |           |  |         
|ASSETS        
|Current assets |  | $ | 6,114     |  |          | $ | 5,708  | 
|Fixed assets   |  |   | 6,839     |  |          |   | 5,862  | 
|Other assets   |  |   | 9,318     |  |          |   | 11,066 | 
|               |  |   |           |  |          |   |        | 
|               |  | $ | 22,271    |  |          | $ | 22,636 | 
|               |  |   |           |  |          |   |        | 

NOTE 4   INVESTMENT IN NETTAS SALON (CONTINUED)

|                              |  |   |         |   |  |   |        | 
|----------------------------- |  | - | ------- | - |  | - | ------ | 
|LIABILITIES AND OWNERS EQUITY |  |   |         |   |  |   |        | 
|Current liabilities           |  | $ | 32,307  |   |  | $ | 20,682 | 
|Owners (deficit) equity      |  |   | (10,036 | ) |  |   | 1,954  | 
|                              |  |   |         |   |  |   |        | 
|                              |  | $ | 22,271  |   |  | $ | 22,636 | 
|                              |  |   |         |   |  |   |        | 

Revenues and net income (loss) for the three months ended March 31, 2002
and March 31, 2001 are as follows:

|                  |  |          |        |          |  |   |         |  
|----------------- |  | -------- | ------ | -------- |  | - | ------- | -
|                  |  | March    |        | March   
|                  |  | 31, 2002 |        | 31, 2001
|                  |  |          |        |         
|Revenues          |  | $        | 7,110  |          |  | $ | 6,898   |  
|                  |  |          |        |          |  |   |         |  
|Net income (loss) |  | $        | (4,067 | )        |  | $ | (15,263 | )
|                  |  |          |        |          |  |   |         |  

NOTE 5  GOODWILL-The Company records goodwill upon consolidation of its wholly
owned subsidiary Norden Associates, Inc.

NOTE 6  COMMON STOCK

On April 4, 1998 the Company cancelled 50,000 shares of stock originally
issued on January 10, 1995. On the same date, the Company issued 125,000
shares of stock for $7,500 cash and 4,286 shares of R & R Resources, Inc.
equaling $7,500 total consideration.

On February 29, 2000 the Company issued 200,000 shares of stock to Norden
Associates, Inc. sole shareholder.

9



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Item 2. Managements Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our
business, financial condition and prospects that reflect our assumptions and
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.

The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, our ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry. There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, words such as, believes,
expects, intends, plans, anticipates, estimatesand similar
expressions are intended to identify forward-looking statements, although there
may be certain forward-looking statements not accompanied by such expressions.
All forward-looking statements are intended to be covered by the safe harbor
created by Section 21E of the Securities Exchange Act of 1934.

General

Our mission is to provide Salon and Day Spa services, away from the hustle
and bustle of the Las Vegas Strip, at affordable pricing, rendering our
customers with the preeminent service and pampering that Salon and Day Spa
consumers envision as their expected experience. We specialize in offering Hair
Care, Manicure, Masseuse, Esthetician, Henna, Permanent Eye Makeup, and tanning
facilities to consumers at affordable prices. Primary emphasis is placed on
offering personal care and service to customers in the Salons local community.

We have positioned ourselves in a location away from the hustle and bustle
of the famed Las Vegas Strip. As such, our pricing structure for cost items
such as rent, parking, and other realty services is more modest than near the
Strip. These cost reliefs are passed on to the consumer in the form of lower
prices for the Companys Salon and Day Spa services.

We offer Salon and Day Spa services that answer the unfilled needs of
consumers who prefer to buy their leisure time service purchases within a local
area close to home, and to Las Vegas Resort goers who are unable to book an
appointment at a Resorts Salon and Spa. Our services answer the consumers
want for most, if not all of the services associated with a major hotel or
chain Salon and Day Spa, at prices less than those commanded by Resort based
service providers. Our management team and service providers have significant
experience in providing Salon and Day Spa services in the Las Vegas Valley
area.

Results of Operations

We have yet to generate significant revenues, however, we plan to continue
operating Nettas Salon, which we believe to be around the corner from
profitability. Thereafter, the Company anticipates opening additional Salons
with a view toward increasing profitability, and thus, shareholder value.

10



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Future Business

We believe our ability to offer those products and services currently in
demand by the general public will help to build our customer base and create an
interest for existing customers to continually revisit our Spa and Salon. We
intend to obtain our inventory of products through the following:



| | 1. |  | Building strategic relationships with small product manufactures desirous of
obtaining an avenue for the distribution of their products;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Purchasing quantities of discontinued or reduced priced merchandise in bulk; and                                                        
|
| | 3. |  | Purchasing items that are not currently in high demand, but have the potential
to become desirous to consumers in the near future.      

Liquidity and Capital Resources

Net Loss. Due to our general and administrative expenses, we experienced a net
loss of $8,603 in the three month period ended March 31, 2002 and $159,270 in
the period December 30, 1994 (Inception) to March 31, 2002. We anticipated
incurring this loss during our initial commencement of operations until such
time as we will realize revenues from our services in the fiscal year 2002.

Liquidity.At March 31, 2002, we had a working capital deficit of $159,270.
Since inception, net cash used in operating activities was $103,827. Thus we
are dependent upon cash flows provided by investing activities, through the
issuance of common stock and borrowings from stockholders. Net cash provided by
financing activities since inception were $104,154. We estimate our capital
requirements to total approximately $2,000 per month for the next 12 to 24
months.

We have generated only $7,110 in revenues during this reporting period and
it is unknown when we will generate significant revenues. It is anticipated
that we will realize revenues from our products and services during the next 12
months, of which we cannot guarantee. The receipt of funds from subsequent
Private Placement Offerings or loans obtained through private and public
sources may be anticipated to offset our near term capital requirements for the
next 12 months. We have financed our cash flow requirements through issuance of
common stock. During our normal course of business, we will experience net
negative cash flows from operations, pending receipt of revenues. Further, we
may be required to obtain financing to fund operations through additional
common stock offerings and bank borrowings, to the extent available, or to
obtain additional financing to the extent necessary to augment our available
working capital.

All investor inquiries should be directed to Mrs. Vivian Nehls, President,
Mojave Southern, Inc., 2949 E. Desert Inn Road, Suite 1D, Las Vegas, Nevada
89121, phone 702-451-2029.

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PART II  OTHER INFORMATION




Item 6. Exhibits

|        |  |                                      
|------- |  | -------------------------------------
|Exhibit |  |                                      
|Number  |  | Name and/or Identification of Exhibit
|        |  |                                      
|3       |  | Articles of Incorporation & By-Laws  

| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Articles of Incorporation of the Company.
Incorporated by reference to the exhibits to
the Companys General Form For Registration
Of Securities Of Small Business Issuers on
Form 10-SB, previously filed with the
Commission.
|
| | (b) By-Laws of the Company. Incorporated by
reference to the exhibits to the Companys
General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB,
previously filed with the Commission.                  

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##### Table of Contents






SIGNATURES



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

|                    |                                    |                 
|------------------- | ---------------------------------- | ----------------
|                    | Mojave Southern, Inc.
(Registrant)
|                   
|Date: July 15, 2002 | By:                                | /s/ Netta Girard
|                    |                                   
|                    | Netta Girard, Secretary           

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