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 February 28, 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 March 31, 2002.




                                  LIFEN, INC.

                         Form 10-QSB Quarterly Report
               For Quarterly Period Ended February 28, 2002

                              Table of Contents

									   Page

PART I -- FINANCIAL INFORMATION						     1

Item 1.  	Financial Statements				  	     1

	Unaudited Balance Sheets at February 28, 2002 and
	Audited Balance Sheet at August 31, 2001			     1

	Unaudited Statements of Operations
	For Three and Six Months Ended February 28, 2002 and
	Three and Six Months Ended February 28, 2001 and
	From Inception, November 10, 1997 to February 28, 2002		     2

	Unaudited Statements of Cash Flows
	For Six Months Ended February 28, 2002 and February 28, 2001 and
	From Inception, November 10, 1997 to February 28, 2002		     3

	Notes to Financial Statements					     4

Item 2.  Management's Discussion and Analysis of
	 Financial Condition and Results of Operations		  	     9

PART II -- OTHER INFORMATION						    13

SIGNATURE								    13


                                       i


                        PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  LIFEN, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                BALANCE SHEETS

                                    ASSETS

						(Unaudited)	  (Audited)
Current Assets:					February 28, 	  August 31,
						    2002	     2001

Cash						$	164	   $	30,529
Prepaid Expenses			            132,201	       134,341
        Total Current Assets	                    132,365	       164,870
Equipment Net of Depreciation of $354 and $236        826	           944
        Total Assets				$   133,191	   $   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
   February 28, 2002 and August 31, 2001		742		   706
Additional Paid-in capital			    367,240	       367,239
Deficit accumulated during development stage	   (239,827)	      (206,996)
Stockholders' (Deficit)	       			   (128,155)	       160,949
        Total Liabilities and
	   Stockholders' (Deficit)		$   133,191	   $   165,814


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

                                       1


                                  LIFEN, INC.
                        (A DEVELOPMENT STAGE COMPANY)

                     STATEMENT OF OPERATIONS (UNAUDITED)

								       From
								    Inception
				Three Months 	   Six Months	  Nov. 10, 1997
				    Ended	      Ended	        to
				February 28,	   February 28,	   February 28,
				2002	2001	   2002	   2001	       2002

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

Operating Expenses:
Market Research		           -	      -          -         -	 25,000
Consulting		       7,500	  4,350     12,337     5,416	 61,483
Write Off of Offering Costs	   -	      -	         -         -	 15,546
Professional Fees	           -	      -	         -    22,500	 44,555
Rent	   		       3,000	  3,000	     6,000     6,000	 26,000
Administrative		       6,000	  6,000	    12,000    12,000	 58,000
Miscellaneous			 292	    431	     2,493       831	  9,243

     Total Expenses	      16,792	 13,781	    32,830    46,747    239,827

Net Loss Before Provision
   For Income Taxes	     (16,792)	(13,781)   (32,830)  (46,747)  (239,827)

Provision for Income Taxes	   -	      -	         -	   -	      -

     Net Loss		   $ (16,792) $ (13,781) $ (32,830) $(46,747) $(239,827)

Basic Loss Per Share	   $    (.00) $    (.00) $    (.00) $   (.01)

Weighted Average Number
   Of Shares Outstanding    7,424,000  7,072,000  7,424,000  6,934,000


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

                                       2


				  LIFEN, INC.
                        (A DEVELOPMENT STAGE COMPANY)

			   STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 AND 2001
          AND FROM INCEPTION NOVEMBER 10, 1997 TO FEBRUARY 28, 2002

			     					From Inception
  							 	 Nov. 10, 1997
								       to
					    2002        2001	 Feb. 28, 2002
				        (Unaudited) (Unaudited)   (Unaudited)

Cash Flows from Operating Activities:
Net (Loss)				 $ (32,830)  $ (46,747)	  $ (239,827)

Adjustments to reconcile net (loss) to
   Net cash used in operating activities:
      Depreciation	                       118	   118	         354
      Market Research	                         -	     -	      25,000
      Consulting	                        36	    65	       5,682
Changes in operating assets & liabilities:
Prepaid Expenses	                     2,140	     -	    (132,201)
Accounts Payable	                       171	 2,500	       5,036
          Net Cash Flows from
            Operating Activities	   (30,365)    (44,064)	    (335,956)

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	                         -	44,000	     339,000
Offering Expenses	                         -	     -	      (1,700)
         Net Cash Flow from
           Financing Activities	                 -	44,000	     337,300

Net Increase (decrease) in Cash	           (30,365)	   (64) 	 164

Cash Beginning	                            30,529	    94	         -0-

Cash Ending	                         $     164   $	    30	   $	 164


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

                                       3


                                  LIFEN, INC.
                        (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO FINANCIAL STATEMENTS
                              FEBRUARY 28, 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


                                  LIFEN, INC.
                        (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO FINANCIAL STATEMENTS
                              FEBRUARY 28, 2002

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
                              FEBRUARY 28, 2002

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 February 28, 2002 and 2001.  Deferred tax assets at February 28, 2002 and
2001 consist of the following:
                                           	    2002   	      2001

	Net Operating loss carryforward		$   91,000	  $   50,000
	Valuation allowance			   (91,000)	     (50,000)
                                                $       -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
                              FEBRUARY 28, 2002

	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
                              FEBRUARY 28, 2002

	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 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
                              FEBRUARY 28, 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


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 six month period ended
February 28, 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 February 28, 2002 was
$16,792 compared to a net loss of $13,781 for the comparable period in the
prior year, an increased loss of $3,011, resulting from increased consulting
fees in the amount of $3,150, and decreased miscellaneous expenses in the amount
of $139.

	The net loss for the six month period ended February 28, 2002 was
$32,830 compared to a net loss of $ 46,747 for the comparable period in the
prior year,  a decreased loss of $13,917, resulting from a decrease in
professional fees totaling $22,500, increased consulting expenses of $6,921, and
increased miscellaneous expenses of $1,662.

	The total cash and cash equivalents at February 28, 2002 totaled $164
compared to $30,529 at August 31, 2001, a decrease of $30,365.


                                       10


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


	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


	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 six
months ended February 28, 2002 and 2001, and from inception, November 11, 1997
through February 28, 2002 are $28,000, $18,000 and $110,584, respectively.
The Company advanced funds to Ameristar totaling $ 28,000 during the six months
ended February 28, 2002 and has a balance of funds advanced to Ameristar
totaling $132,201 on that date.

Liquidity and Capital Resources

	At February 28, 2002, the Company had an insignificant amount of cash
totaling $164.  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. 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:  April 12, 2002			By:  /s/Robert Gordon
						Robert Gordon
						President
		  				Principal Financial Officer


                                       14