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

                                   FORM 10-QSB

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

                      For the Quarter Ended March 31, 2001

                                       OR

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

         For the transition period from            to
                                        ----------    -----------

                         Commission File Number 0-25853

                                  QUAZON CORP.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                                 87-0570975
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 135 West 900 South, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

Registrant's telephone no., including area code:  (801) 278-2805

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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
    -----    ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

               Class                           Outstanding as of March 31, 2001
               -----                           --------------------------------
   Common Stock, $.001 par value                            7,000,000

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART I.  FINANCIAL INFORMATION

<S>                                                                                                        <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets -- March 31, 2001....................................................      4

                  Statements of Operations -- three months ended March 31, 2001
                    and 2000..........................................................................      5

                  Statements of Stockholders' Equity (Deficit)........................................      6

                  Statements of Cash Flows -- three months ended March 31, 2001
                    and 2000..........................................................................      8

                  Notes to Consolidated Financial Statements .........................................      9

Item 2.      Management's Discussion and Analysis or Plan of Operations...............................     13

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     14

Item 2.      Changes In Securities and Use of Proceeds................................................     14

Item 3.      Defaults Upon Senior Securities..........................................................     15

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     15

Item 5.      Other Information........................................................................     15

Item 6.      Exhibits and Reports on Form 8-K.........................................................     15

                  SIGNATURES..........................................................................     16
</TABLE>

                                                        -2-

<PAGE>

                                     PART I

Item 1.  Financial Statements

         The following unaudited Financial Statements for the period ended March
31, 2001, have been prepared by the Company.




                                  QUAZON CORP.


                              FINANCIAL STATEMENTS

                      March 31, 2001 and December 31, 2000

                                       -3-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>

                                     ASSETS

                                                           March 31,     December 31,
                                                             2001            2000
                                                          -----------    -----------
                                                          (Unaudited)
CURRENT ASSETS
<S>                                                       <C>            <C>
   Cash                                                   $       432    $     6,951
                                                          -----------    -----------

     Total Current Assets                                         432          6,951
                                                          -----------    -----------

     TOTAL ASSETS                                         $       432    $     6,951
                                                          ===========    ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                       $      --      $       500
   Shareholder loan                                             3,000           --
                                                          -----------    -----------

     Total Current Liabilities                                  3,000            500
                                                          -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock authorized: 100,000,000 common shares
    at $0.001 par value: 7,000,000 and 3,991,180 shares
    issued and outstanding, respectively                        7,000          3,991
   Capital in excess of par value                           1,915,319      1,888,240
   Accumulated deficit prior to January 1, 1994            (1,826,092)    (1,826,092)
   Deficit accumulated during the development stage           (98,795)       (59,688)
                                                          -----------    -----------

     Total Stockholders' Equity (Deficit)                      (2,568)         6,451
                                                          -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                          $       432    $     6,951
                                                          ===========    ===========
</TABLE>


                                       -4-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)


                                                                  From the
                                                              Beginning of
                                                               Development
                                                                  Stage on
                                            For the             January 1,
                                      Three Months Ended      1994 Through
                                           March 31,             March 31,
                                       2001           2000           2001
                                -----------    -----------    -----------

REVENUES                        $      --      $      --      $      --
                                -----------    -----------    -----------

EXPENSES

   General and administrative        39,107          3,233         98,155
   Interest expense                    --             --              640
                                -----------    -----------    -----------

     Total Expenses                  39,107          3,233         98,795
                                -----------    -----------    -----------

NET LOSS                        $   (39,107)   $    (3,233)   $   (98,795)
                                ===========    ===========    ===========

BASIC LOSS PER SHARE            $     (0.00)   $     (0.00)          --
                                ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING            6,004,707      3,991,180           --
                                ===========    ===========    ===========

                                       -5-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                      Capital in
                                                                  Common Stock         Excess of    Accumulated
                                                              Shares        Amount     Par Value        Deficit
                                                         -----------   -----------   -----------    -----------

<S>                                                            <C>     <C>           <C>            <C>
Balance, December 31, 1993                                     5,530   $         6   $ 1,826,086    $(1,826,092)

Net loss for the year ended
 December 31, 1994                                              --            --            --             --
                                                         -----------   -----------   -----------    -----------

Balance, December 31, 1994                                     5,530             6     1,826,086     (1,826,092)

Net loss for the year ended
 December 31, 1995                                              --            --            --             --
                                                         -----------   -----------   -----------    -----------

Balance, December 31, 1995                                     5,530             6     1,826,086     (1,826,092)

Net loss for the year ended
 December 31, 1996                                              --            --            --             --
                                                         -----------   -----------   -----------    -----------

Balance, December 31, 1996                                     5,530             6     1,826,086     (1,826,092)

November 7, 1997, issuance of
 common stock at $0.01 per share
 for cash                                                    466,667           467         4,533           --

November 12, 1997, issuance of
 common stock at $0.01 per share
 for cash                                                    499,999           499         7,451           --

Fractional shares issued in reverse
 stock split                                                  18,984            19           (19)          --

Contributed capital                                             --            --             936           --

Net loss for the year ended
 December 31, 1997                                              --            --            --          (16,286)
                                                         -----------   -----------   -----------    -----------

Balance, December 31, 1997                                   991,180   $       991   $ 1,838,987    $(1,842,378)
                                                         -----------   -----------   -----------    -----------
</TABLE>

                                       -6-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
                                                                                   Capital in
                                                              Common Stock         Excess of        Accumulated
                                                           Shares       Amount     Par Value          Deficit
                                                         ----------   ----------   ----------    ---------------
<S>                                                         <C>       <C>          <C>           <C>
Balance, December 31, 1997                                  991,180   $      991   $1,838,987    $    (1,842,378)

Contributed capital                                            --           --          1,753               --

October 31, 1998, issuance of
 common stock at $0.003 per
 share for services                                       1,500,000        1,500        3,500               --

October 31, 1998, issuance of
 common stock at $0.003 per
 share for cash                                           1,500,000        1,500        3,500               --

Net loss for the year ended
 December 31, 1998                                             --           --           --              (17,292)
                                                         ----------   ----------   ----------    ---------------

Balance, December 31,1998                                 3,991,180        3,991    1,847,740         (1,859,670)

Contributed capital                                            --           --         25,000               --

Net loss for the year ended
 December 31, 1999                                             --           --           --              (15,087)
                                                         ----------   ----------   ----------    ---------------

Balance, December 31, 1999                                3,991,180        3,991    1,872,740         (1,874,757)

Contributed capital                                            --           --         15,500               --

Net loss for the year ended
 December 31, 2000                                             --           --           --              (11,023)
                                                         ----------   ----------   ----------    ---------------

Balance, December 31, 2000                                3,991,180        3,991    1,888,240         (1,885,780)

January 8, 2001, issuance of
 common stock at $0.01 per share
 for services (unaudited)                                   750,000          750        6,750               --

February 6, 2001, issuance of
 common stock at $0.01 per share
 for services (unaudited)                                 2,258,820        2,259       20,329               --

Net loss for the three months ended
 March 31, 2001 (unaudited)                                    --           --           --              (39,107)
                                                         ----------   ----------   ----------    ---------------

Balance, March 31, 2001 (unaudited)                       7,000,000   $    7,000   $1,915,319    $    (1,924,887)
                                                         ==========   ==========   ==========    ===============
</TABLE>

                                       -7-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                From the
                                                                            Beginning of
                                                                             Development
                                                                                Stage on
                                                              For the         January 1,
                                                       Three Months Ended   1994 Through
                                                              March 31,        March 31,
                                                           2001        2000        2001
                                                       --------    --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>         <C>         <C>
  Net loss                                             $(39,107)   $ (3,233)   $(98,795)
  Adjustments to reconcile net loss to net cash
   (used) by operating activities:
    Stock issued for services                            30,088        --        35,088
  Changes in operating asset and liability accounts:
    Increase (decrease) in accounts payable                (500)      2,288        --
                                                       --------    --------    --------

     Net Cash (Used) by Operating Activities             (9,519)       (945)    (63,707)
                                                       --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:                      --          --          --
                                                       --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Contributed capital                                      --          --        42,309
  Proceeds from notes payable - related party             3,000       8,000      13,000
  Payments made on notes payable                           --          --       (10,000)
  Issuance of common stock for cash                        --          --        18,830
                                                       --------    --------    --------

     Net Cash Provided by Financing Activities            3,000       8,000      64,139
                                                       --------    --------    --------

NET INCREASE (DECREASE) IN CASH                          (6,519)      7,055         432

CASH AT BEGINNING OF PERIOD                               6,951       2,474        --
                                                       --------    --------    --------

CASH AT END OF PERIOD                                  $    432    $  9,529    $    432
                                                       ========    ========    ========

Cash Payments For:

  Income taxes                                         $   --      $   --      $   --
  Interest                                             $   --      $   --      $   --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services                     $ 30,088    $   --      $ 35,088
</TABLE>

                                       -8-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Organization

         Quazon,  Corp.  (the Company) was originally  incorporated  on June 26,
         1981, as a Utah Corporation under the name of The Fence Post, Inc.

         On March 24, 1986, the Company changed its name to Dynamic Video,  Inc.
         On September 6, 1988, the name was changed to Loki Holding Corporation.

         On September 11, 1990, the name was changed to Interactive  Development
         Applications,  Inc.  and  completed  a reverse  acquisition  of several
         Belgium corporations, which was revoked in 1997.

         On November  7, 1997,  the name was  changed to Quazon,  Corp.,  a Utah
         corporation.  On November 19, 1997,  Quazon,  Corp. of Utah merged with
         Quazon, Corp., a Nevada corporation,  leaving the Nevada corporation as
         the surviving company.

         Currently the Company is seeking new business opportunities believed to
         hold a potential profit or to merge with an existing company.

         b. Accounting Method

         The  Company's  financial  statements  are  prepared  using the accrual
         method of accounting. The Company has adopted a December 31 year end.

         c. Basic Loss Per Share

         The  following  is  an  illustration  of  the   reconciliation  of  the
         numerators and denominators of the basic loss per share calculation:

                                                           For the
                                                    Three Months Ended
                                                          March 31,
                                                    2000           1999
                                               -----------    -----------

         Net loss (numerator)                  $   (39,107)   $    (4,369)

         Weighted average shares outstanding
           (denominator)                         6,004,707      1,492,550
                                               -----------    -----------

         Basic loss per share                  $     (0.00)   $     (0.00)
                                               ===========    ===========

                                       -9-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         d. 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  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statement  and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         e. Cash Equivalents

         The Company considers all highly liquid  investments with a maturity of
         three months or less when purchased to be cash equivalents.

         f. Provision for Taxes

         At March 31, 2001, the Company had net operating loss  carryforwards of
         approximately $100,000 that may be offset against future taxable income
         through  2021.  No tax  benefit  has  been  reported  in the  financial
         statements,  because the  potential  tax benefits of the net  operating
         loss  carryforwards  of $21,000 are offset by a valuation  allowance of
         the same amount.

         The income tax  benefit  differs  from the amount  computed  at federal
         statutory rates of approximately 38% as follows:

                                               For the Three Months Ended
                                                        March 31,
                                                   2001        2000
                                                 --------    --------
          Income tax benefit at statutory rate   $ 14,860    $  1,228
          Change in valuation allowance           (14,860)     (1,228)
                                                 --------    --------

                                                 $     -     $     -
                                                 ========    ========

         Deferred tax assets (liabilities) are comprised of the following:

                                               For the Three Months Ended
                                                       March 31,
                                                  2001         2000
                                                ---------    ---------

         Income tax benefit at statutory rate   $ 731,457    $ 713,636
         Change in valuation allowance           (731,457)    (713,636)
                                                ---------    ---------

                                                $      -     $      -
                                                =========    =========

         Due to the  change in  ownership  provisions  of the Tax  Reform Act of
         1986, net operating loss carryforwards for Federal income tax reporting
         purposes  are  subject  to  annual  limitations.  Should  a  change  in
         ownership occur, net operating loss  carryforwards may be limited as to
         use in future years.

                                      -10-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         g. Unaudited Financial Statements

         The  accompanying  unaudited  financial  statements  include all of the
         adjustments  which,  in the opinion of management,  are necessary for a
         fair presentation. Such adjustments are of a normal recurring nature.

NOTE 2 - REVERSE STOCK SPLIT

         On October 24, 1997,  the board of directors of the Company  approved a
         1-for-250  reverse  stock split and on October 30,  1998,  the board of
         directors of the Company  approved a 1-for-15 reverse stock split while
         retaining the authorized  shares at  100,000,000  and retaining the par
         value at $0.001.  These  changes  have been  applied  to the  financial
         statements on a retroactive  basis back to inception of the development
         stage. The Company provided that no shareholder  would be reduced below
         100  shares,  accordingly,  18,984  post-split  fractional  shares were
         issued.

NOTE 3 - RELATED PARTY TRANSACTIONS

         On  November  11,  1997,  the  Company  issued  466,667  shares  of its
         restricted common stock to officers of the Company for cash of $5,000.

         On  November  12,  1997,  the  Company  issued  499,999  shares  of its
         restricted common stock for $8,000 cash.

         On October 30, 1998, the Company issued 1,500,000  post-split shares of
         restricted  common stock to officers of the Company for services valued
         at $5,000 and 1,500,000 to Company officers for $5,000 cash.

         In 1999, an officer of the Company  contributed  $15,000 to the Company
         in expenses incurred on the Company's behalf.  The officer  contributed
         $1,753 in 1998.

         In 1999,  an officer of the Company  contributed a $10,000 note payable
         to the capital of the Company.

         In 2000, an officer of the Company  contributed  $15,500 to the Company
         in expenses incurred on the Company's behalf.

         On January 8, 2001, the Company issued 750,000 shares of its restricted
         common stock to officers of the Company for  services  valued at $7,500
         or $0.01 per share.

         On  February  6,  2001,  the  Company  issued  2,258,820  shares of its
         restricted  common  stock to an officer  of the  Company  for  services
         valued at $22,588 or $0.01 per share.

                                      -11-

<PAGE>

                                  QUAZON, CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 4 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applicable  to a going  concern which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal  course of business.  However,  the Company does not have
         significant  cash  or  other  material  assets,  nor  does  it  have an
         established source of revenues  sufficient to cover its operating costs
         and to allow it to continue as a going concern. It is the intent of the
         Company to seek a merger with an existing,  operating  company.  In the
         interim,  shareholders  of the Company  have  committed  to meeting its
         minimal operating expenses.


                                      -12-

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operations

         The  following  information  should  be read in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.

         Quazon Corp.  (the  "Company") is a development  stage company that has
not engaged in material  operations or realized  revenues for several years.  An
officer of the Company has, in the past,  advanced  funds for payment of certain
expenses incurred by the Company.  A portion of these advances have been subject
to a note payable and the Company has issued shares of Company  common stock for
other  advances.  The Company  requires  only  nominal  capital to maintain  its
corporate viability.

         For the immediate future, necessary funds, including funds for expenses
related to the Company's reporting obligations under the Securities Exchange Act
of 1934,  will be provided by the Company's  officers and directors.  It must be
noted that unless the Company is able to facilitate an  acquisition of or merger
with an operating business,  or is able to obtain significant outside financing,
there is substantial doubt about its ability to continue as a going concern.

         At March 31, 2001,  the Company had total assets  consisting of cash of
$432  compared to total assets at and  December 31, 2000 of $6,951 in cash.  The
cash  represents  advances to the Company by an officer.  Total  liabilities  at
March 31, 2001 were $3,000,  consisting  of a shareholder  loan  payable.  Total
liabilities at December 31, 2000 were $500 in accounts payable.

         For the three months ended March 31, 2001,  general and  administrative
expenses  were  $39,107  compared  to $3,233 the same 2000  period.  General and
administrative  expenses are primarily for consulting services and to compensate
an  officer.  Approximately  $30,088 of the  expenses  were paid by the  Company
issuing 3,008,820 shares of its authorized, but previously unissued common stock
in exchange for services  rendered.  The balance of the expenses were  primarily
for legal and accounting  services.  The Company's net loss for the three months
of 2001 was $39,107 compared to $3,233 for the same 2000 period.

         The Company does not anticipate any material  revenues until it is able
to complete an acquisition of or merger with an operating business.  During this
interim period, the Company anticipates that its expenses will be stable.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the possible effects of inflation on the Company related to it business
and operations following a successful acquisition or merger.

Plan of Operation

         During the next 12  months,  the  Company  will  actively  seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  Because the Company lacks funds, it may be
necessary for the officers and directors to either  advance funds to the Company
or to accrue expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to obtain services
on a contingency  basis when  possible.  Further,  the Company's  directors will
defer any  compensation  until  such  time as an  acquisition  or merger  can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital.

         In the event the Company needs additional capital, most likely the only
method  available  will be the private  sale of its  securities.  Because of the

                                      -13-

<PAGE>

nature of the Company as a  development  stage  company,  it is unlikely that it
could make a public sale of securities or be able to borrow any  significant sum
from either a commercial or private  lender.  There can be no assurance that the
Company will be able to obtain  additional  funding when and if needed,  or that
such funding, if available, can be obtained on terms acceptable to the Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is confident  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Net Operating Loss

         The Company has  accumulated  approximately  $100,000 of net  operating
loss  carryforwards  as of March 31, 2001. This loss  carryforward may be offset
against  future  taxable  income in future years through 2021.  The use of these
losses to reduce future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the net operating loss  carryforwards.
In the event of certain  changes in  control  of the  Company,  there will be an
annual limitation on the amount of net operating loss carryforwards which can be
used. No tax benefit has been reported in the financial statements,  because the
potential tax benefits of the net operating  loss  carryforwards  of $21,000 are
offset by a valuation allowance of the same amount.

Risk Factors and Cautionary Statements

         This report contains certain  forward-looking  statements.  The Company
wishes to advise readers that actual results may differ  substantially from such
forward-looking   statements.   Forward-looking  statements  involve  risks  and
uncertainties  that could cause actual results to differ  materially  from those
expressed in or implied by the  statements,  including,  but not limited to, the
following:   the  ability  of  the  Company  search  for  appropriate   business
opportunities  and subsequently  acquire or merge with such entity,  to meet its
cash and working  capital  needs,  the  ability of the  Company to maintain  its
existence as a viable entity, and other risks detailed in the Company's periodic
report filings with the Commission.

                                     PART II

Item 1.  Legal Proceedings

         There are  presently no other  material  pending legal  proceedings  to
which the Company or any of its  subsidiaries  is a party or to which any of its
property is subject and, to the best of its knowledge,  no such actions  against
the Company are contemplated or threatened.

Item 2.  Changes In Securities and Use of Proceeds

         On  January  8,  2001,   the  Company  issued  750,000  shares  of  its
authorized,  but previously  unissued common stock to officers of the Company in
exchange for services  valued at $7,500,  or $0.01 per share.  These shares were
registered   with  the  Securities  and  Exchange   Commission   pursuant  to  a
registration statement filed on February 6, 2001 on Form S-8.

         On  February  6,  2001,  the  Company  issued  2,258,820  shares of its
authorized, but previously unissued common stock to an officer of the Company in
exchange for services valued at $22,588,  or $0.01 per share.  These shares were
issued  pursuant to an exemption from  registration  under the Securities Act of
1933, as amended, as provided by Section 4(2) of that Act.

Item 3.  Defaults Upon Senior Securities

         This Item is not applicable to the Company.

                                      -14-

<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders

         This Item is not applicable to the Company.

Item 5.  Other Information

         On February 26,  2001,  a Stock  Purchase  Agreement  ("Stock  Purchase
Agreement")  was entered into by and between eight  shareholders  of the Company
including three officers and directors  (collectively  the "Sellers"),  and five
other  parties  (collectively  the  "Purchasers").  Pursuant to the terms of the
Stock Purchase Agreement,  the Sellers agreed to sell, and the Purchasers agreed
to purchase, certain shares of common stock of the Company.

         A total of 386,111  shares were to be sold by the Sellers to Purchasers
in three separate phases between  February 26, 2001 and April 16, 2001. Upon the
completion of the first three phases:  (i) the current officers and directors of
the Company were to resign and appoint the designees of Bluestone, Inc. as their
replacement  directors;  and (ii) three option  agreements were to be granted to
certain of the Purchasers which,  collectively,  would give those Purchasers the
right to  purchase  up to  5,278,347  shares of the  Company's  authorized,  but
unissued  common stock,  upon the terms and  conditions  described in the option
agreements.

         In the event that all of the stock purchases/sales  contemplated by the
Stock Purchase  Agreement were  consummated,  including the complete exercise of
all options which may be granted pursuant to the Stock Purchase  Agreement,  the
Purchasers would have collectively  purchased a total of 5,664,458 shares of the
Company's common stock,  which would have represent  approximately  80.9% of all
shares estimated to be issued and outstanding as of that time.

         The purchase or sale of the shares,  the  granting of certain  options,
and the  exercise  of those  options  were all  subject to terms and  conditions
described in the Stock Purchase Agreements and the related option agreements. If
the purchase/sale of 386,111 shares contemplated in phases one, two and three of
the Stock  Purchase  Agreement  were  consummated,  a change in  control  of the
Company would have resulted upon the  resignations  of the current  officers and
directors and the appointment of Bluestone,  Inc.'s  designees as new directors.
This was to occur on or before April 16, 2001.

         At April 16,  2001,  none of the  contemplated  phases had occurred and
there was no change of control of the  Company.  Accordingly,  because the terms
and conditions of the Stock Purchase Agreement were not fulfilled, it terminated
by its own terms.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibit 27 - Financial Data Schedules

         (b)      Reports on Form 8-K

                  On February 26, 2001,  the Company  filed a current  report on
         Form 8-K reporting  under Item 5 of that Form the terms and  conditions
         of the Stock Purchase Agreement and the contemplated  change in control
         of the Company.

                                      -15-

<PAGE>

                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                     QUAZON CORP.



Date:  May 14, 2001                  By:  /S/ STEVEN D. MOULTON
                                        --------------------------
                                     STEVEN D. MOULTON
                                     C.E.O., C.F.O., President and Director





Date:  May 14, 2001                  By  /S/ DIANNE NELSON
                                        ----------------------------
                                     DIANNE NELSON
                                     Secretary/Treasurer,  and Director
                                     (Principal Accounting
                                      Officer)


                                      -16-

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