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


                                 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 November 30, 2001

               [ ] 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 0-31152


                                 LIFEN, INC.
     (Exact name of small business issuer as specified in its charter)

               Delaware                             76-0585701
   (State or other jurisdiction of      (IRS Employer Identification No.)
    incorporation or organization)

            444 Madison Avenue, Suite 2904, New York, NY 10022
                  (Address of principal executive offices)

                               (212) 750-7878
                         (Issuer's telephone number)

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

Yes  x   No

7,424,000 shares of Common Stock, no par value, outstanding on January 31, 2002.

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

                                 LIFEN, INC.

                       Form 10-QSB Quarterly Report
               For Quarterly Period Ended November 30, 2001

                              Table of Contents
                                                                         Page

     PART I -- FINANCIAL INFORMATION                                       1

     Item 1.   Financial Statements                                        1

          Unaudited Balance Sheets at November 30, 2001 and
          Audited Balance Sheet at August 31, 2001                         1

          Unaudited Statements of Operations
          For Three Months Ended November 30, 2001 and November 30, 2000   2

          Unaudited Statements of Cash Flows
          For Three Months Ended November 30, 2001 and November 30, 2000   3

          Notes to Financial Statements                                    4

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations               10


     PART II -- OTHER INFORMATION                                          14

     SIGNATURE                                                             14


                                        i


                         PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements.

                                   LIFEN, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                     ASSETS

                                      (Unaudited)              (Audited)
                                   November 30, 2001        August 31, 2001
Current Assets:
Cash                                 $       226              $     30,529
Prepaid Expenses                         148,701                   134,341
  Total Current Assets               $   148,927              $    164,870
Equipment- Net of Depreciation of
           $295 and $236                     885                       944
  Total Assets                       $   149,812              $    165,814

                 LIABILITIES AND STOCKHOLDERS'  (DEFICIT)

Current Liabilities:
Accounts Payable                     $     4,865              $      4,865
  Total Current Liabilities          $     4,865              $       4,865

Stockholders' (Deficit)
Preferred Stock, par value $.0001
  Authorized 10,000,000 shares, no
  Shares issued and outstanding             -                          -
Common Stock, par value $.0001
  Authorized 25,000,000 shares
  7,424,000 shares and 7,058,000
  Shares issued and outstanding
  As ofNovember 30, 2001 and
  August 31, 2001                            742                        706
Additional Paid-in capital               367,240                    367,239
Deficit accumulated during
  Development stage                     (223,035)                  (206,996)
Stockholders' (Deficit)                  144,947                    160,949
  Total Liabilities and
    Stockholders' (Deficit)          $   149,812                $   165,814



The accompanying Notes are an integral part of these Financial Statements.

                                       1


                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                           STATEMENT OF OPERATIONS
            FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
          AND FROM INCEPTION NOVEMBER 10, 1997 TO NOVEMBER 30, 2001

                                                                From Inception
                                                                Nov. 10, 1997
                                                                      to
                                     2001          2000         Nov. 30, 2001
                                 (Unaudited)    (Unaudited)      (Unaudited)

Revenue:                         $     -         $    -           $    -

Expenses:
Market Research                        -              -               25,000
Consulting                           4,837           1,066            53,983
Write Off of Offering Costs           -               -               15,546
Professional Fees                     -             22,500            44,555
Rent                                 3,000           3,000            23,000
Administrative                       6,000           6,000            52,000
Miscellaneous                        2,201             400             8,950

  Total Expenses                    16,038          32,966           223,034

Net Loss before Provision
  For Income Taxes                 (16,038)        (32,966)         (223,034)

Provision for Income Taxes            -               -                 -

  Net Loss                       $ (16,038)      $ (32,966)        $(223,034)

Basic Loss per Share             $    (.00)      $    (.00)

Weighted Average Number
  Shares Outstanding              7,241,000      6,690,000              -


The accompanying Notes are an integral part of these Financial Statements.

                                        2

                                   LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENT OF CASH FLOWS
             FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
           AND FROM INCEPTION NOVEMBER 10, 1997 TO NOVEMBER 30, 2001

                                                                From Inception
                                                                Nov. 10, 1997
                                                                     to
                                       2001          2000       Nov. 30, 2001
                                   (Unaudited)    (Unaudited)    (Unaudited)
Cash Flows from Operating
  Activities:
Net (Loss)                          $ (16,038)     $ (32,966)     $ (223,034)

Adjustments to reconcile net
  (loss) to Net cash used in
  operating activities:
    Depreciation                           59             59             295
    Market Research                      -              -             25,000
    Consulting                             36             65           5,681
Changes in operating assets
  & liabilities:
Prepaid Expenses                      (14,360)          -           (148,701)
Accounts Payable                         -            23,500           4,865
  Net Cash Flows from
    Operating Activities              (30,303)        (9,342)       (335,894)

Cash Flows from Investing Activities:
Purchase Equipment                       -              -             (1,180)
  Net Cash Flows from
    Investing Activities                 -              -             (1,180)

Cash Flows from Financing Activities:
Issuance Common Stock                    -            20,000         339,000
Offering Expenses                        -              -             (1,700)
  Net Cash Flow from
    Financing Activities                 -              -            337,300

Net Increase (decrease) in Cash       (30,303)        10,658             226

Cash-  Beginning                       30,529             94             -0-

Cash-  Ending                      $      226     $   10,752      $      226

The accompanying Notes are an integral part of these Financial Statements.

                                      3

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001

Note 1.  Basis of Presentation

The accompanying unaudited interim financial statements of Lifen, Inc., have
been prepared in accordance with generally accepted accounting principles and
the rules of the Securities and Exchange Commission ("SEC"), and should be read
in conjunction with the audited financial statements and notes thereto contained
in the Company's latest Annual Report, for the fiscal year ended August 31,
2001. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year.

Note 2.  Organization

Lifen, Inc. (the "Company") was incorporated under the laws of the state of
Delaware on November 10, 1997 under the name Digivision International, Ltd.
The Company's name was changed to Lifen, Inc. on June 22, 2000. To date, the
Company has had no commercial operations and has been engaged in the development
of its business plan, market research, initial web site development, and seeking
initial financing in order to commence commercial operations.

Note 3.  Summary of Significant Accounting Policies

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amount of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. The most significant
estimates relate to the valuation allowance in connection with deferred tax
assets. Actual results could differ from those estimates.

Property and Equipment
Property and equipment is stated at cost. Depreciation is provided for on the
straight-line method over the estimated useful life. The cost of maintenance and
repairs is charged to operations as incurred.

                                       4

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001

Accounting for Impairment of Long-Lived Assets
In accordance with SFAS 121, the Company has adopted a policy of recording
an impairment loss on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.

Organization Costs
The Company has adopted SOP 98-5, "Reporting on the Costs of Start-up
Activities", which requires that all costs of start-up activities and
organization costs be expensed as incurred. The Company expects that the
adoption of SOP 98-5, which is effective for fiscal years beginning after
December 15, 1998, will not have a material effect on its financial statements.

Web Site Development
In March 2000, the Emerging Issues Task Force issued No. 00-02 ("EITF 00-02"),
"Accounting for Web Site Development Costs." EITF 00-02 states that all costs
relating to software used to operate a web site and relating to development of
initial graphics and web page design should be accounted for using Statement of
Position ("SOP") 98-1. Under this SOP, costs incurred in the preliminary project
stage should be expensed as incurred, as should most training and data
conversion costs. External direct costs of materials and services and internal
direct payroll-related costs should be capitalized once certain criteria are
met. EITF 00-02 is effective for all fiscal quarters beginning after June 30,
2000. The Company's accounting policy for internal-use software, as required by
SOP 98-1, incorporated the requirements of EITF 00-02. To date, no significant
costs have been incurred.

Income Taxes
The Company records deferred income taxes using the liability method. Under
the liability method, deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
statement and income tax basis of the Company's assets and liabilities. An
allowance is recorded, based on currently available information, when it
is more likely than not that any or all of a deferred tax asset will not be
realized. The provision for income taxes includes taxes currently payable, if
any, plus the net change during the period presented in deferred tax assets and
liabilities recorded by the Company.

                                        5

                                   LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001

Per Share Data
The Company has adopted the standards set by the Financial Accounting Standards
Board and computes earnings per share data in accordance with SFAS No. 128
"Earning per Share." The basis per share data has been computed on the loss for
the period divided by the historic weighted average number of shares of common
stock outstanding. There are no potentially dilutive securities which would be
included in computation of fully diluted earnings per share.

Note 4.  Income Taxes

There is no provision for Federal or State Income Taxes for the periods ended
November 30, 2001 and 2000.  Deferred tax assets at November 30, 2001 and 2000
consist of the following:

                                                    2001            2000

Net Operating loss carryforward                $  84,000        $  45,000
Valuation allowance                              (84,000)         (45,000)
                                               $      -0-       $      -0-

As of August 31, 2001, the Company had net operating loss carry-forwards of
approximately $207,000 which expire in various years from 2012 through 2016.

Note 5.  Common Stock

On January 9, 1998, the Company issued 2,250,000 shares of its common stock to
two founders of the Company for services valued at $225.

On October 30, 1998, the Company issued 2,750,000 shares of its common stock to
four individuals for services to be performed. The agreement was canceled and
the shares of common stock were returned and canceled.

On November 5, 1998, the Company completed a private placement offering of its
common stock, Pursuant to Rule 504 under Regulation D, the Company issued
500,000 shares of its common stock in satisfaction of $25,000 owed to four
parties who had performed services on behalf of the Company.

On March 3, 1999, the Company issued 2,325,200 shares of its common stock to
eight parties for services performed on behalf of the Company, valued at $232.

                                        6

                                   LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001

On March 15, 2000, the Company issued 1,219,800 to ten parties for services
performed on behalf of the Company, valued at $122.

During April 2000, the Company sold 45,000 shares of its common stock at $1.00
per share to three investors in a private placement, pursuant to Rule 504 under
Regulation D, and received total proceeds of $45,000.

On October 2, 2000, the Company issued 660,000 shares of its common stock to
six individuals for consulting services performed on behalf of the Company,
valued at $.0001 per share, or $66. On October 6, 2000, the Company sold 10,000
shares of its Company stock to one investor at $1.00 per share. The Company
received $5,000 in cash and services totaling $5,000.

In November 2000, the Company sold 30,000 shares of its common stock to two
individual investors at a price of $.50 per share and received total proceeds
of $15,000.

In January 2001, the Company sold 48,000 shares of its common stock to five
individual investors at a price of $.50 per share and received total proceeds
of $24,000.

In May 2001, the Company sold 500,000 shares of its common stock to one
individual investor at a price of $.50 per share.  The Company received proceeds
in the amount of $100,000 in May, 2001, $50,000 in June, $50,000 in July, and
$50,000 in August, 2001, for a total of $250,000. These shares were sold in
reliance on the exemption provided by Section 4(2) of the Act.

In July 2001, 530,000 shares of the Company's common stock were returned to
the Company for no consideration and the shares were cancelled.

On November 16, 2001, the Company issued 366,000 shares of its common stock
to nine parties who had performed services on behalf of the Company.  The shares
were issued in consideration of debt owed by the Company, at the agreed upon
rate of $.0001 per share, and the shares were sold in reliance on the exemption
provided by Section 4(2) of the Act.

Note 6.  Related Party Transactions

Ameristar Group, Incorporated ("Ameristar") is a corporation that is an
affiliate of two corporate shareholders of the Company and is considered to be
a related party.  Ameristar has advanced funds for operating expenses.

                                        7

                                   LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001

During the period covered by this Report, the Company reached agreement with
Ameristar to provide the Company with management services needed for its
continuing development. Accordingly, on November 1, 2001, an agreement was
executed with Ameristar to provide consulting services, office space, and
administrative services for a two-year period.  The monthly cost of these
services is $5,500, consisting of $2,500 for consulting services, $1,000 for
rent, and $2,000 for administrative services. The consulting services include
such activities as business plans; introductions to financial community;
strategic planning; evaluation of potential business relationships, such as
joint ventures, mergers and acquisitions; business projections; review of
marketing plans; and general advisory and management services as required.

Note 7.  Going Concern

Lifen, Inc. is considered to be a development stage company. Since inception,
the Company has been engaged in the development of its business plan, market
research and initial web site development. At August 31, 2001, the Company had
incurred losses during the development stage of $206,996. Approximately $28,950
of the cumulative losses have been non-cash services in exchange for common
stock in the Company. The balance of the losses, approximately $178,000, was
funded by the private placements of common stock, which totaled $339,000 as of
August 31, 2001.

Primary to the Company's solvency is the sale of additional equity in the
Company, continuing the Company's strategy of funding development through
additional equity financing. These funds will be used to manage working capital
requirements and to fund ongoing development costs. Capital commitments for the
current fiscal year are minimal, and additional funds raised through private
placements should be sufficient to meet the Company's obligations for that
period and until the various planned activities are able to create significant
cash flow. The Company plans to raise any necessary capital through the sale of
additional equity. If additional capital is not readily available, the Company
will be forced to scale back its development activities such that its income
will exceed its expenses.  Although this will greatly slow the Company's
development, it will allow for the Company's survival. Notwithstanding the
foregoing, there is substantial doubt regarding the Company's ability to
continue as a going concern, and as such, the Company is substantially
dependent upon its ability to raise sufficient capital to cover its development
costs.

                                        8

                                   LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2001


Note 8.  Supplemental Disclosure to Cash Flow Statement
                                                                 From Inception
                                                                 Nov. 10, 1997
                                                                       to
                                        2001           2000      Nov. 30, 2001
                                    (Unaudited)    (Unaudited)    (Unaudited)
Cash paid during the period for:
Interest                             $    -         $    -         $    -
  Income Taxes                       $    -         $    -         $    -
Non Cash Transactions:
  Common stock issued for
    consulting Services and
    market research                  $    36        $    65        $  30,681


                                         9


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

Forward Looking Statements

Some of the information contained in this report may constitute forward-
looking statements or statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward looking statements are based on
current expectations and projections about future events. The words "estimate",
"plan", intend", "expect", "anticipate" and similar expressions are intended
to identify forward-looking statements which involve, and are subject to, known
and unknown risks, uncertainties and other factors which could cause the
Company's actual results, financial or operating performance, or achievements
to differ from future results, financial or operating performance, or
achievements expressed or implied by such forward-looking statements.
Projections and assumptions contained and expressed herein were reasonably
based on information available to the Company at the time so furnished and as
of the date of this filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are beyond the
Company's control, and no assurance can be given that the projections will be
realized. Readers are cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof. Careful
consideration should be given to the Risk Factors contained in the Company's
Form 10-KSB for the fiscal year ended August 31, 2001. The Company undertakes
no obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Results of Operations

The Company did not have any revenue during the three month period ended
November 30, 2001, or during the comparable period for the prior year, and has
not had any revenue since its inception in 1997.

The net loss for the three month period ended November 30, 2001 was $16,038
compared to a net loss of $32,966 for the comparable period in the prior year,
a decreased loss of $16,928, resulting from a decrease in professional fees
totalling $22,500, increased consulting expenses of $3,771, and increased
miscellaneous expenses of $1,801.

The total cash and cash equivalents at November 30, 2001 totalled $226 compared
to $30,529 at August 31, 2001, a decrease of $30,303.

Company Overview

The Company  was duly incorporated under the laws of the state of Delaware on
November 10, 1997 as Digivision International,Ltd., and the corporation name
was changed to Lifen, Inc. (the "Company") on June 22, 2000. To date, the

                                       10

Company has had no commercial operations and has been engaged in the development
of its business plan, initial market research activities, initial web site
development, and seeking initial funding in order to commence commercial
operations.

Lifen's preliminary business plan encompasses the general subject areas of
health, wellness, nutrition, fitness, and beauty, with a particular emphasis on
the overweight population and obesity. The Company's  plan is based on the
experience of the Company's medical principals, analysis and evaluation of the
current health and wellness environment and  trends, and perceived
opportunities in utilization of  the Internet. The Company's objective is to
establish a Wellness Center in Westchester County, New York, or an alternative
location, in conjunction with medical doctors and surgeons located in
contiguous space, who specialize in treating overweight and obese patients,
as well as complementary healthcare professionals such as nutritionists,
physical therapists, chiropractors, and massage therapists.  The Company plans
to provide an atmosphere that would enable members to follow the advice of
their physicians under the supervision of fitness professionals. Current plans
for the Lifen Wellness Center include providing fitness services; wellness
programs emphasizing preventive care; non-medical after-care for obesity
surgery patients; counseling regarding diet, nutrition, exercise, fitness, and
beauty; and also selling products such as nutritional supplements.

The market for the Company's services includes wellness programs for
corporations, which may be provided at their location or at the Company's
planned Wellness Center. In addition, the Company is developing an Internet web
site which will provide information to the members of the Lifen Wellness Center
and others who are interested in learning about wellness, weight management,
obesity and related problems. The web site will provide a venue for inter-
action for members and others to benefit from the exchange of information,
ideas and experiences. In addition to providing health and wellness information
on a wide variety of topics on its web site, the Company intends to develop
e-commerce business, and provide the ability for users to develop chat
communities for health and wellness related interests.

Plan of Operation

The Company's success in achieving profitability will depend on its ability to
implement its marketing strategy and obtain the projected revenues from the
sale of products and services, while not exceeding budgeted expenses. During
the implementation of its business plan, the Company will be subject to all of
the risks inherent in a growing business, including the need to provide
reliable and effective products and services,  to develop marketing expertise,
and to effectively generate sales. In the event that the Company's projected
market does not develop as anticipated, the Company's business, financial
condition and results of operations would be materially  adversely affected.

Primary to the Company's solvency is the sale of additional equity in the
Company, continuing the Company's strategy of funding development through
additional equity financing. These funds will be used to manage working capital
requirements and to fund ongoing development costs.

                                       11

The amount of capital required would be reduced significantly if the Company
finds a suitable existing facility for its initial operations.

Capital commitments for the current fiscal year are minimal, and additional
funds raised through private placements should be sufficient to meet the
Company's obligations for that period and until the various planned activities
described herein are able to create significant cash flow. The Company has
received an audit opinion which includes a "going concern" risk. The Company is
aware of this risk and plans to raise any necessary capital through the sale of
additional equity. If additional capital is not readily available, the Company
will be forced to scale back its development activities such that its income
will exceed its expenses. Although this will greatly slow the Company's
development, it will allow for the Company's survival. Notwithstanding the
foregoing, there is substantial doubt regarding the Company's ability to
continue as a going concern, and as such, the Company is substantially
dependent upon its ability to raise sufficient capital to cover its development
costs.

In addition to the Company's projected expenses and cash flow, financing
requirements will depend on other factors, such as the progress of its market
research and development, any changes resulting from continuing research,
development of new technology, and the economic impact of competition. The
Company's future long-term capital requirements will depend significantly on
the rate of its business growth, the introduction of services, and the success
of such services after they are introduced. Projections of future long-term
cash needs are subject to substantial uncertainty.

Related Party Transaction

During the period covered by this Report, the Company reached agreement with
Ameristar Group Incorporated ("Ameristar") to provide the Company with
management services needed for its continuing development. Ameristar is an
affiliate of two corporate shareholders of the Company.  (Refer to Form 10-KSB
for fiscal year ended August 31, 2001, "ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS".) Accordingly, on November 1, 2001, an agreement was
executed with Ameristar to provide consulting services, office space, and
administrative services for a two year period. The monthly cost of these
services is $5,500; consisting of $2,500 for consulting services, $1,000 for
rent, and $2,000 for administrative services. The consulting services include
such activities as business plans; introductions to financial community;
strategic planning; evaluation of potential business relationships, such as
joint ventures, mergers and acquisitions; business projections; review of
marketing plans; and general advisory and management services as required.

The monthly rent and administrative services were previously included in an
agreement with Ameristar dated December 27, 1999 (See Form 10-SB/A, Exhibit
Number 6), which has been terminated and superseded by the above referenced
agreement for management services.

                                        12

The total expenses incurred by the Company from Ameristar for the three months
ended November 30, 2001 and 2000, and from inception, November 11, 1997 through
November 30, 2001 are $11,500, $9,000 and $94,084, respectively.  The Company
advanced funds to Ameristar totaling $28,000 during the three months ended
November 30, 2001 and has a balance of funds advanced to Ameristar totaling
$131,900 on that date.

Liquidity and Capital Resources

At November 30, 2001, the Company had an insignificant amount of cash totaling
$226.  There is no assurance that the Company will be able to raise the amount
of capital required to meet its working capital needs.

                                        13

                            PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings. (N/A)

Item 2.  Change in Securities.

     2. (c)    On November 16, 2001, the Company issued 366,000 shares of its
     Common Stock to nine parties who had performed services on behalf of the
     Company. The shares were issued in consideration of debt owed by the
     Company at the agreed upon rate of $.0001 per share, and the shares were
     sold in reliance on the exemption provided by Section 4(2) of the Act.
     The parties discussed and evaluated marketing proposals, discussed and
     evaluated strategic partners, and considered and evaluated alternative
     locations to Westchester County.

               The Company provided full disclosure of its business plan,
     capitalization and risk factors of investing to the nine investors. The
     Company has a reasonable basis to believe each investor is accredited. All
     shares were issued as restricted, and the certificates bear the customary
     restrictive legend under rule 144 of the Securities Act of 1933. For these
     transactions, the Company relied on the Section 4(2) exemption from the
     Section 5 registration requirement of the Securities Act of 1933. Refer
     to Financial Statements "Note 5. Common Stock".

Item 3.  Defaults Upon Senior Securities. (N/A)

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information. None

Item 6.  Exhibits and Reports of Form 8-K. None.


                                   SIGNATURE

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.

Date: February 5, 2002                 By:  /s/Robert Gordon
                                               Robert Gordon
                                               President
                                               Principal Financial Officer

                                        14