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                                 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 May 31, 2002

               [ ]  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 May 31, 2002.

<PAGE>

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

                                  LIFEN, INC.
                          Form 10-QSB Quarterly Report
                    For Quarterly Period Ended May 31, 2002

                              Table of Contents

                                                                     Page

PART I -- FINANCIAL INFORMATION                                       1

Item 1.   Financial Statements                                        1

     Unaudited Balance Sheets at May 31, 2002 and
     Audited Balance Sheet at August 31, 2001                         1

     Unaudited Statements of Operations
     For Three and Nine Months Ended May 31, 2002 and
     Three and Nine Months Ended May 31, 2001 and
     From Inception, November 10, 1997 to May 31, 2002                2

     Unaudited Statements of Cash Flows
     For Nine Months Ended May 31, 2002 and May 31, 2001 and
     From Inception, November 10, 1997 to May 31, 2002                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


<PAGE>

                        PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                    ASSETS

                                                    (Unaudited)      (Audited)
Current Assets:                                       May 31,        August 31,
                                                        2002            2001
                                                    -----------     -----------

Cash                                                $       93      $   30,529
Prepaid Expenses                                       115,701         134,341
                                                    -----------     -----------
    Total Current Assets                               115,794         164,870
                                                    -----------     -----------
Equipment- Net of Depreciation of $413 and $236            767             944
                                                    -----------     -----------
    Total Assets                                    $  116,561      $  165,814
                                                    -----------     -----------
                                                    -----------     -----------

                    LIABILITIES AND STOCKHOLDERS'(DEFICIT)

Current Liabilities:

Accounts Payable                                    $    5,036      $    4,865
                                                    -----------     -----------
    Total Current Liabilities                            5,036           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 of
   May 31, 2002 and August 31, 2001                        742             706

Additional Paid-in capital                             367,240         367,239

Deficit accumulated during development stage          (256,457)       (206,996)
                                                    -----------     -----------
Stockholders' (Deficit)                                111,525         160,949
                                                    -----------     -----------
    Total Liabilities and Stockholders' (Deficit)   $  116,561      $  165,814
                                                    -----------     -----------
                                                    -----------     -----------

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

                                       1

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF OPERATIONS (UNAUDITED)

                                                                         From
                                                                       Inception
                           Three Months Ended     Nine Months Ended     Nov. 10,
                                                                        1997 to
                                 May 31,               May 31,          May 31,
                             2002       2001       2002       2001       2002
                          ---------- ---------- ---------- ---------- ----------

Revenue:                  $       -  $       -  $       -  $       -  $       -

Operating Expenses:
Market Research                   -          -          -          -     25,000
Consulting                    7,500     10,900     19,837     16,316     68,983
Write Off of Offering Costs       -          -          -          -     15,546
Professional Fees                 -      1,665          -     24,165     44,555
Rent                          3,000      3,000      9,000      9,000     29,000
Administrative                6,000      6,000     18,000     18,000     64,000
Miscellaneous                   130        927      2,623      1,758      9,373

     Total Expenses          16,630     22,492     49,460     69,239    256,457

Net Loss Before Provision
   For Income Taxes       $ (16,630) $ (22,492) $ (49,460) $ (69,239) $(256,457)

Provision for Income Taxes        -          -          -          -          -

     Net Loss             $ (16,630) $ (22,492) $ (49,460) $ (69,239) $(256,457)
                          ---------- ---------- ---------- ---------- ----------
                          ---------- ---------- ---------- ---------- ----------
Basic Loss Per Share      $    (.00) $    (.00) $    (.00) $    (.01)
                          ---------- ---------- ---------- ----------
                          ---------- ---------- ---------- ----------
Weighted Average Number
   Of Shares Outstanding   7,424,000  7,115,800  7,424,000  7,041,100
                          ---------- ---------- ---------- ----------
                          ---------- ---------- ---------- ----------

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

                                       2

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MAY 31, 2002 AND 2001
             AND FROM INCEPTION NOVEMBER 10, 1997 TO MAY 31, 2002

                                                                       From
                                                                     Inception
                                                                   Nov. 10, 1997
                                                                       to
                                              2002         2001    May 31, 2002
                                          (Unaudited)  (Unaudited)  (Unaudited)
                                          -----------  -----------  -----------
Cash Flows from Operating Activities:

Net (Loss)                                $  (49,460)  $  (69,239)  $ (256,457)

Adjustments to reconcile net (loss) to
  Net cash used in operating activities:
    Depreciation                                 177          177          413
    Market Research                                -            -       25,000
    Consulting                                    36        5,065        5,682

Changes in operating assets & liabilities:
Prepaid Expenses                              18,640       (3,541)    (115,701)
Accounts Payable                                 171      (10,071)       5,036
                                          -----------  -----------  -----------
  Net Cash Flows from
    Operating Activities                     (30,436)     (77,609)    (336,027)
                                          -----------  -----------  -----------

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                              -      144,000      339,000
Offering Expenses                                  -            -       (1,700)
                                          -----------  -----------  -----------
   Net Cash Flow from
     Financing Activities                          -      144,000      337,300
                                          -----------  -----------  -----------
Net Increase (decrease) in Cash              (30,436)      66,391           93

Cash - Beginning                              30,529           94           -0-
                                          -----------  -----------  -----------
Cash - Ending                             $       93   $   66,485   $       93
                                          -----------  -----------  -----------
                                          -----------  -----------  -----------

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

                                       3

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

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 are 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

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

Note 3.  Summary of Significant Accounting Policies (Continued)

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

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

Note 3.  Summary of Significant Accounting Policies (Continued)

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 May 31, 2002 and 2001.  Deferred tax assets at May 31, 2002 and 2001
consist of the following:

                                                  2002              2001
                                                  ----              ----

       Net Operating loss carryforward       $     102,400      $      52,000
       Valuation allowance                        (102,400)           (52,000)
                                             --------------     --------------
                                             $           -      $           -
                                             --------------     --------------
                                             --------------     --------------

     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.

                                       6

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

Note 5.  Common Stock (Continued)

    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.

     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.

                                       7

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

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.

     During the first quarter of fiscal 2002, 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 website 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

<PAGE>

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                 MAY 31, 2002

Note 8.  Supplemental Disclosure to Cash Flow Statement
                                                                From Inception
                                                                Nov. 10, 1997
                                                                     to
                                       2001          2000       Feb. 28, 2002
                                   (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

<PAGE>

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 nine month period ended May
31, 2002, 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 May 31, 2002 was $16,630
compared to a net loss of $22,492 for the comparable period in the prior year, a
decreased loss of $5,862 resulting from decreased consulting fees in the amount
of $3,400, decreased professional fees of $1,665, and decreased miscellaneous
expenses in the amount of $797.

     The net loss for the nine month period ended May 31, 2002 was $49,460
compared to a net loss of $69,239 for the comparable period in the prior year,
a decreased loss of $19,779, resulting from a decrease in professional fees
totaling $24,165, increased consulting expenses of $3,521, and increased
miscellaneous expenses of $865.

     The total cash and cash equivalents at May 31, 2002 totaled $93 compared to
$30,529 at August 31, 2001, a decrease of $30,436.

                                       10

<PAGE>

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
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.

                                       11

<PAGE>

     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.

     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 first quarter of fiscal 2002, 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.

                                       12

<PAGE>

     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.

     The total expenses incurred by the Company from Ameristar for the nine
months ended May 31, 2002 and 2001, and from inception, November 11, 1997
through May 31, 2002 are $44,500, $27,000 and $127,084,  respectively.  The
Company advanced funds to Ameristar totaling $28,000 during the nine months
ended May 31, 2002 and has a balance of funds advanced to Ameristar totaling
$115,701 on that date.

Liquidity and Capital Resources

     At May 31, 2002, the Company had an insignificant amount of cash totaling
$93. There is no assurance that the Company will be able to raise the amount of
capital required to meet its working capital needs.

Common Stock Purchase Agreement

     Subsequent to the period covered by this report, Lifen, Inc. and
shareholders owning a majority of the issued and outstanding shares of the
Company fully executed a Common Stock Purchase Agreement (the "Agreement") with
two outside investors.

     Pursuant to the Agreement, at the Closing, the Company shall authorize the
issuance and sale to certain investors (the "Investors") an aggregate number of
shares equal to 20% (including these shares) of the fully diluted number of
issued and outstanding shares of the Registrant's Common Stock (including
rights, options, or warrants to subscribe for, purchase or otherwise acquire
either (i) Common Stock or (ii) any evidence of indebtedness, shares or other
securities convertible into or exchangeable for Common Stock).  The purchase
price to Investors for these shares shall be $100,000.

     It is contemplated that upon the closing of this transaction new management
will be selected to initiate commercial operations.  it is expected that such
operations may be developed through acquisitions of existing entities.

     Subject to the terms and conditions of the Agreement, during the one year
period beginning on the closing date of the Company's first acquisition, each
Investor shall also have the right to purchase at a purchase price of $0.0001
per share that number of shares of Common Stock equal to twenty-five percent
(25%) of that aggregate number of (i) additional shares of Common Stock issued
after the Closing in connection with any Acquisition (as defined in the
Agreement) plus (ii) the aggregate maximum number of additional shares of Common
Stock that may be issued pursuant to any security convertible into Common Stock,
warrant, option or similar agreement or arrangement granted after the Closing in
connection with any Acquisition (whether or not such shares are ever issued).

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     The Closing of this transaction is conditional upon the Company having a
minimum of $400,000 in available cash for operating expenses incurred after the
Closing, exclusive of the purchase price of the Common Stock being sold to
investors.  As of this date, the Company does not have such funds available and
there is no assurance that such funds will be available in the future.

     Pursuant to the Agreement, on or before the Closing the Registrant shall
adopt and file with the Secretary of State of Delaware a Restated Certificate of
Incorporation and shall adopt Restated Bylaws.  The principal changes effected
by this Restated Certificate of Incorporation are:

       1. The name of the Corporation will be changed to a name that is
          acceptable to the Company and the new investors, and will be
          reflective of the Company's new planned business direction.

       2. Increase the number of Common Shares authorized from 25,000,000 shares
          to 50,000,000 shares.

       3. Re-classify the Board into three classes of Directors, with the first
          such class holding office until the first annual meeting of
          stockholders; the second class holding office until the second annual
          meeting of stockholders; the third class holding office until the
          third annual meeting of stockholders.  Each class of Directors will be
          elected for a three year term.

New Business Direction

     The Registrant has decided to change its business direction and intends to
devote its efforts to providing professional services and expertise in health
disciplines that are highly skilled and in short supply.  The Company intends
to initially focus on temporary staffing for nurses and allied healthcare
workers and professional billing services for physicians and hospitals.  It
will do so primarily by providing a structure to consolidate existing small
companies that offer such services but are limited in their ability to grow,
attract capital and acquire technology.  The Company intends to provide a
platform for select companies to consolidate and create sufficient critical
mass to provide access to capital and professional management, build a common
technology backbone, open new markets, and reinvest in professional staff to
create a larger revenue opportunity.  It intends to do so initially through
acquisitions and then integration using technology for expense and operating
synergy.

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                         PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings. None.

Item 2.   Change in Securities. None.

Item 3.   Defaults Upon Senior Securities. None.

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: July 12, 2002           By:  /s/Robert Gordon
                                  ------------------------------------------
                                   Robert Gordon
                                   President
                                   Principal Financial Officer


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