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 period ended: March 31, 2002

                                       OR

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


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

                         Commission File Number: 0-32463


                        STERLING ELECTRONIC COMMERCE CO.
                        --------------------------------
             (Exact name of registrant as specified in its charter)



              NEVADA                                  88-0472395
     ------------------------------           -------------------------
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification no.)



                   435 Aspen Drive, #8, Park City, Utah 84098
                  ---------------------------------------------
                    (Address of principal executive offices)


                                 (702) 947-4877
                                -----------------
                                 (Telephone no.)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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  [ ]

The Company had 2,609,500 shares of common stock outstanding at May 1, 2002.


Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                      -1-

<PAGE>

                         PART I. FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS

                        Sterling Electronic Commerce Co.
                          (A Development Stage Company)
                                 Balance Sheets
                                   (Unaudited)
                                                            March 31,
                                                               2002
                                                           -----------
                                                           (Unaudited)

      ASSETS

       Cash                                                 $      -

      Total Current Assets                                         -
                                                            ---------
      Total Assets                                          $      -
                                                            =========

      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

                                                            $      -
                                                            ---------
      Total Current Liabilities                                    -

Preferred  Stock, $.001 par value;
Authorized 1,000,000 shares with
no shares issued or outstanding                                    -

Common Stock, $.001 par value;
Authorized 24,000,000 shares,
2,609,500 shares issued and
outstanding as of March 31, 2002 and 2001                      2,610

           Paid in Capital                                     4,447

           Accumulated Deficit                                (7,057)
                                                            ---------
      Total Stockholders' Equity (Deficit)                         -

      Total Liabilities and
      Stockholders' Equity (Deficit)                        $      -
                                                            =========

                 See Accompanying Notes to Financial Statements.


                                      -2-
<PAGE>


                        Sterling Electronic Commerce Co.
                         (A Development Stage Company)
                            Statements of Operations
            For the three-month period ending March 31, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                           Inception
                                         Three Months     Three Months (April 15, 1999)
                                            Ended           Ended              to
                                         March 31, 2002  March 31, 2001  Sept. 30, 2001
                                         --------------  --------------  --------------
<S>                                      <C>             <C>             <C>

Interest income                          $          -     $          -    $         -

 Expenses:
     Consulting                                     -                -            2,610
     Professional fees                              -                -            2,500
     Registration fees                              -                -            1,947
                                         -------------    -------------   --------------
                          Total Expenses            -                -            7,057

          Net Income before income taxes            -                -           (7,057)

                            Income Taxes            -                -                -
  Income tax benefit of net
    operating loss carryforward                     -                -                -

                                          -------------   -------------   --------------
                               Net Income $         -     $         -     $      (7,057)
                                          =============   =============   ==============
  Weighted Average Shares
    Common Stock Outstanding                 2,609,500       2,609,500
                                          =============   =============

Net Income Per Common Share
   (primary and fully dilutive)           $         -     $         -
                                          =============   =============

</TABLE>


               See Accompanying Notes to the Financial Statements.


                                      -3-
<PAGE>

                         Sterling Electronic Commerce Co
                             Statement of Cash flows
                         (A Development Stage Company)
                  For the period ending March 31, 2002 and 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Inception
                                                     Three Months      (April 15, 1999)
                                                        Ended                to
                                                    March 31, 2002     March 31, 2002
                                                   ----------------   ----------------
<S>                                                  <C>               <C>
Cash Flows From Operating Activities:

                            Net  loss                $           -      $      (7,057)

     Common stock issued for services                            -              6,947
                                                   ----------------   ----------------
Net cash used in operating acitivities                           -               (110)

Cash flows provided by financing activities:
     Proceeds from the issuance of common stock                  -                110
                                                   ----------------   ----------------
     Net cash provided by financing acitivities                  -                 -

Cash and cash equivalents at beginning of period                -                  -
                                                   ----------------   ----------------
                           Cash at end of period     $          -        $         -
                                                   ================   ================
</TABLE>





             See Accompanying Notes to the Financial Statements


                                      -4-

<PAGE>

                        STERLING ELECTRONIC COMMERCE CO.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Operations Sterling Electronics Commerce Co. (a
development stage company) was incorporated in Nevada on April 5, 1999, with the
intent to engage in the business world of internet connections. The Company's
original business plan consisted of the once unique idea of an internet access
billing plan that would guarantee a consistent billing rate for a six to twelve
month period of time. However, the over-exhaustion of the web connection market
has since influenced the Company's decision to seek out other business options
as well as draft a new business plan.

Financial Capacity Since inception (April 5, 1999), the Company's minimal
development and operational costs have been satisfied through contributions of
capital by its shareholders and officers. The Company's expenses are comprised
mainly of accounting and filing fees incurred as a reporting company. The
Company has not begun any significant operations; their current operations
consist only of the modification of their business plan and other development
stage activities. To date, no revenue has been realized. The Company has
employed various consulting professionals to help organize and review various
business opportunities and options. Though the Company continues to look to its
shareholders and officers for current funding, they are aware that becoming
fully operational will require the capital of a third party. Consequently, the
Company's main priority has become their success in locating a compatible merger
candidate, thus insuring future operations and continued existence.

Start-Up Costs All costs relating to the development of the Company have been
expensed as incurred as required by the Statement of Position (SOP) 98-5, issued
by the American Institute of Certified Public Accountants in April of 1998,
"Reporting on the Costs of Start-Up Activities".

Use of Estimates The preparation of financial statements, in conforming with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual amounts could differ from those
estimates.


                                       -5-

<PAGE>


Net Earnings (Loss) Per Share Net earnings (loss) per share is presented under
the Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128). In compliance, the Company's basic earnings (loss) per share are
computed by using the weighted average number of common shares outstanding and
excludes any dilutive effects of options, warrants and convertible securities.

Income Taxes The Company has not provided for deferred tax assets or liabilities
due to their tax loss carryforward, available to offset future profits for the
next 20 years, which, as of December 31, 2001, was approximately $12,000. No tax
benefit for the loss carryforward has been established due to the Company's lack
of operating history and demonstration of ability to realize a profit from
future operations.

New Accounting Pronouncements The Company has no operations, therefore, only the
expensing of organizational costs, as reflected above, may be affected by new
accounting pronouncements.

NOTE 2    COMMON STOCK

In April 1999, the Company issued 1,000,000 shares of its common stock at par
value ($.001), as compensation to its founders for consulting services, 50,000
shares at $.02 for legal compensation, and 1,500,000 shares of common stock in
accordance with a consulting contract, at par value ($.001). The Company also
issued 50,000 shares of common stock for cash, valued at $.002 ($100), and 9,500
shares of common stock for cash, valued at $.01 ($95). As of December 31, 2001,
the Company had 2,609,500 shares issued and outstanding, as reflected in the
financial statements. These transactions are exempt pursuant to Section 4 (2) of
the Securities Act of 1933, as amended.


NOTE 3    PRIOR PERIOD ADJUSTMENT

The previously issued financial statements for the two prior periods, inception
(April 5, 1999) through December 31, 1999 and the year ended December 31, 2000,
incorrectly reported a total issuance of 59,500 shares of common stock for cash
in the amount of $110, and 2,550,000 shares of common stock issued for
compensation at a value of $6,947. The management's discussion in the financial
statements for the year ended December 31,2000 indicated a total of 1,109,500
shares of the Company's common stock were issued for cash. The following
adjustments have been made to the financial statements for the year ended
December 31, 2001:

The Company issued 1,000,000 shares of common stock to it's founders for
consulting services at par value, $.001 ($1,000), 1,500,000 shares were issued
per terms of a consulting contract, also valued at par ($1,500), 50,000 shares
were issued to the Company's attorney for legal fee compensation, valued at $.02
($1,000), 50,000 shares were issued for cash, valued at $.002 ($100) and 9,500
shares were also issued for cash, valued at $.01 ($95). The total monetary value
of the common stock (2,550,000 shares) issued for compensation of services is
$3,500, and the total value of the common stock (59,500 shares) issued for cash
is $195. All other expenses incurred by the Company, including other
compensation expenses, are reflected in the current financials as contributions
to capital.


                                      -6-
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company is, and has been since its inception in 1999, a development stage
company with no significant business operations. Our original purpose, to
develop a business packaging and re-selling internet access services, has been
suspended indefinitely due to the lack of operating funds. We are exploring
various avenues for re-commencing operations or acquiring a business. Howevever,
it is very likely that we will need to raise additional capital before we can
develop any business prosects or produce any revenue. We hope and expect that
our status as a reporting company will facilitate capital formation for us. We
cannot be certain, however, that such benefit will be realized, that we will
succeed in raising capital, or that we will ever achieve profitable business
operations.

Our cash resources have been substantially depleted, and our officers are
bearing various expenses on behalf of the Company, none of which have so far
been deemed to be reimbursable by us. We expect to raise some operating capital
through a private placement of our securities within the next year, although the
amount, terms and date of commencement of the offering have not yet been
determined. When we sell new stock, the proportionate ownership interests of
existing shareholders will be reduced (commonly called "dilution"). We have not
obtained any commitments from underwriters or investors.


We have no current plans to purchase or sell any significant assets, make any
expenditures for product research and development, or change the number of
employees or the nature of their relationships to the Company.


                          PART II. OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

There are no legal proceedings either pending or threatened.


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


                                      -7-

<PAGE>

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 ON FORM 8-K.

(a)  Reports filed on Form 8-K during the period:

        None.

(b)  Exhibits:

        None.


                                      -8-

<PAGE>

                                   SIGNATURES


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


Dated: November 19, 2001
STERLING ELECTRONIC COMMERCE CO.


by:


/s/ Russel Heaton
------------------------
President, Director



                                      -9-