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

                                   FORM 10-QSB






[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 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: 000-32367

Texas                      Gulftex Energy Corporation               75-2882140
-----                      --------------------------               ----------
(State or other           (Exact name of registrant as         (I.R.S. Employer
jurisdiction of            specified in its charter)         Identification No.)
incorporation or
 organization)

223 E. FM 1382, Suite 12720, Cedar Hill, Texas, 75104                     75104
-----------------------------------------------------                     -----
(Address of principal executive offices)                             (Zip Code)

                                 (972) 293-2424
                                 --------------
              (Registrant's telephone number, including area code)



      1330 Post Oak Boulevard, Four Oaks Place, Suite 1600, Houston, Texas
      ---------------------------------------------------------------------
         (Former name or former address, if changed since last report)


                      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 practical date. As of January 31, 2002, there were
28,063,649 shares of the issuer's $.001 par value common stock issued and
outstanding.


Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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       No X





                                       1
<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
------------------------------







                            SHOPATHOMEKIDS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                JANUARY 31, 2002








<PAGE>



                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    January 31,             July 31,
                                                                       2002                   2001
                                                                --------------------   ------------------
            <S>                                                         <C>                    <C>
                          ASSETS                                     (Unaudited)
                          -----
  Current assets
  --------------
      Cash and cash equivalents                                 $               391    $           1,263

  Property and equipment, net of accumulated
   depreciation of $9,350 and $7,100                                         12,967               15,217
                                                                --------------------   ------------------
         Total assets                                           $            13,358    $          16,480
                                                                ====================   ==================
                LIABILITIES AND STOCKHOLDER'S DEFICIT
                -------------------------------------

  Current Liabilities
  -------------------
      Accrued expense                                           $             1,850    $           5,000
      Accrued interest                                                       23,625               22,125
      Notes payable                                                           7,000                7,000
      Advance from officer                                                    5,525                  600
                                                                --------------------   ------------------
      Total current liabilities                                              38,000               34,725

  Notes payable, less current portion                                        30,000               30,000
                                                                --------------------   ------------------
         Total liabilities                                                   68,000               64,725
                                                                --------------------   ------------------

                              STOCKHOLDERS' DEFICIT
                              ---------------------

   Preferred stock, $0.001 par value;
     50,000,000 shares authorized, no shares
     issued and outstanding                                                       -                    -
   Common stock, $0.001 par value;
     100,000,000 shares authorized,
     28,063,649 and 8,504,300 shares issued and outstanding                  28,063                8,504
   Additional paid in capital                                                 9,725               28,084
   Deficit accumulated during
     the development stage                                                  (92,430)            (84,833)
                                                                --------------------   ------------------
         Total stockholders' deficit                                        (54,642)            (48,245)
                                                                --------------------   ------------------
      Total liabilities and stockholders' deficit               $            13,358    $         16,480
                                                                ====================   ==================
</TABLE>






The accompanying notes are an integral part of these financial statements.



                                       2
<PAGE>





                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                   October 31,
                                                  Three Months Ended                  Six Months Ended                1999
                                                     January 31,                        January 31,               (Inception)to
                                           ---------------------------------  ---------------------------------    January 31,
                                                2002              2001             2002              2001             2002
                                           ---------------   ---------------  ----------------  ---------------  ----------------
          <S>                                   <C>                <C>             <C>                 <C>              <C>
 Revenue                                   $            -    $            -   $             -   $            -   $             -

 Website development                                    -                 -                 -                -             4,330
 Marketing, general and administrative              2,184               351             3,847            3,702            53,750
 Interest expense                                     750             3,433             1,500            6,208            25,000
 Depreciation expense                               1,125             1,125             2,250            2,250             9,350
                                           ---------------   ---------------  ----------------  ---------------  ----------------
 Loss from operations before income taxes          (4,059)           (4,909)           (7,597)         (12,160)          (92,430)

 Income tax expense                                     -                 -                 -                -                 -
                                           ---------------   ---------------  ----------------  ---------------  ----------------
 Net loss                                  $       (4,059)   $       (4,909)           (7,597)         (12,160)          (92,430)
                                           ===============   ===============  ================  ===============  ================
 Net loss per share - basic and diluted    $            -    $            -   $             -   $            -   $             -
                                           ===============   ===============  ================  ===============  ================
 Weighted average shares outstanding           28,063,649        26,191,188        28,046,982       26,191,188        26,823,962
                                           ===============   ===============  ================  ===============  ================
</TABLE>









The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>




                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                   Common Stock              Additional          Accumulated
                                           ------------------------------     Paid-in        During Development
                                              Shares            Amount         Capital             Stage              Total
                                           --------------   -------------  ---------------  ------------------  ----------------
            <S>                                <C>                <C>            <C>               <C>                 <C>
  Balance, October 27, 1999                             -   $           -  $             -  $                -  $              -
  Issuance of founders shares,
   November 20, 1999                            8,140,000           8,140           (8,140)                  -                 -
  Contribution of fixed assets                          -               -           13,400                   -            13,400
  Sale of shares, November 20, 1999                49,500              49            4,077                   -             4,126
  Issuance of shares for interest,
   November 20, 1999                               16,500              17            1,358                   -             1,375
  Issuance of shares for services,
   November 20, 1999                               44,000              44            3,623                   -             3,667
  Issuance of shares for services,
   June 14, 2000                                 168,300              168           13,852                   -            14,020
  Net loss                                             -                -                -             (22,992)          (22,992)
                                           --------------   -------------  ---------------  ------------------  ----------------
  Balance, July 31, 2000                       8,418,300            8,418           28,170             (22,992)           13,596
  Sale of shares, May 2001                        86,000               86           21,414                   -            21,500
  Costs of offering                                    -                -          (21,500)                  -           (21,500)
  Net loss                                             -                -                -             (61,841)          (61,841)
                                           --------------   -------------  ---------------  ------------------  ----------------

  Balance, July 31, 2001                       8,504,300            8,504           28,084             (84,833)          (48,245)
  Cancellation of shares (unaudited)          (7,147,500)          (7,148)           7,148                   -                 -
  Stock split 20.61:1 (unaudited)             26,606,849           26,607          (26,607)                  -                 -
  Issuance of shares for services,
   September 10, 2001 (unaudited)                100,000              100            1,100                   -              1,200
  Net loss (unaudited)                                 -                -                -              (7,597)            (7,597)
                                           --------------   -------------  ---------------  ------------------  ----------------
  Balance, January 31, 2002 (unaudited)       28,063,649    $      28,063  $         9,725  $          (92,430) $         (54,642)
                                           ==============   =============  ===============  ==================  ================
</TABLE>




    The accompanying notes are integral part of these financial statements.

                                       4
<PAGE>




                        SHOPATHOMEKIDS.COM, INC.
                     (A Development Stage Company)
                        STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        Six Months Ended                  October 27, 1999
                                                                           January 31,                     (inception) to
                                                              -----------------------------------------      January 31,
                                                                     2002                  2001                2002
                                                              ------------------  -------------------   -------------------
             <S>                                                    <C>                     <C>                  <C>
                                                                 (Unaudited)          (Unaudited)           (Unaudited)
 CASH FLOWS FROM OPERATING ACTIVITIES
 ------------------------------------
      Net loss                                                $          (7,597)  $          (12,160)   $          (92,430)
      Adjustments to reconcile net loss to net cash used
        by operating activities:
      Expenses paid by stockholder                                            -                    -                 2,626
      Depreciation                                                        2,250                2,250                 9,350
      Common stock issued for services                                    1,200                    -                 4,867
      Write-off of offering costs                                             -                    -                12,520
      (Decrease) Increase in accrued expense                             (3,150)                   -                 1,850
      Increase in accrued interest                                        1,500                6,208                25,000
                                                              ------------------  -------------------   -------------------
 Net cash used in operating activities                                   (5,797)              (3,702)              (36,217)
                                                              ------------------  -------------------   -------------------
 CASH FLOWS FROM INVESTING ACTIVITIES
 ------------------------------------
      Purchase of equipment                                                   -               (4,897)               (8,917)
                                                              ------------------  -------------------   -------------------
 CASH FLOWS FROM FINANCING ACTIVITIES
 ------------------------------------
      Repayment of notes payable                                              -                    -                (3,000)
      Proceeds from notes payable                                             -                    -                40,000
      Advance from officer                                                4,925                    -                 5,525
      Increase in deferred offering costs                                     -                    -               (20,000)
      Sale of common stock                                                    -                    -                23,000
                                                              ------------------  -------------------   -------------------
 Net cash provided by financing activities                                4,925                    -                45,525
                                                              ------------------  -------------------   -------------------
 Net (decrease) increase in cash and cash equivalents                      (872)              (8,599)                  391

 CASH AND CASH EQUIVALENTS
  - Beginning of period                                                   1,263                8,881                     -
                                                              ------------------  -------------------   -------------------
 CASH AND CASH EQUIVALENTS
  - End of period                                             $             391   $              282    $              391
                                                              ==================  ===================   ===================
</TABLE>
 SUPPLEMENTAL INFORMATION:
     During the initial period October 21, 1999 to January 31, 2002, the
     Company paid no cash for interest or income taxes.




   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>



                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002



 NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Interim Financial Information
       -----------------------------
       The accompanying unaudited interim financial statements have been
       prepared by the Company, in accordance with generally accepted accounting
       principles pursuant to Regulation S-B of the Securities and Exchanges
       Commission. Certain information and footnote disclosures normally
       included in audited financial statements prepared in accordance with
       generally accepted accounting principles have been condensed or omitted.
       Accordingly, these interim financial statements should be read in
       conjunction with the Company's financial statements and related notes as
       contained in Form 10-KSB for the year ended July 31, 2001. In the opinion
       of management, the interim financial statements reflect all adjustments,
       including normal recurring adjustments, necessary for fair presentation
       of the interim periods presented. The results of operations for the six
       months ended January 31, 2002 are not necessarily indicative of results
       of operations to be expected for the full year.

       Basis of Presentation
       ---------------------
       The accompanying financial statements have been prepared in conformity
       with generally accepted accounting principles, which contemplate
       continuation of the Company as a going concern. However, the Company has
       no established source of revenue and has limited capital resources. These
       factors raise substantial doubt about the Company's ability to continue
       as a going concern. Without realization of additional capital, it would
       be unlikely for the Company to continue as a going concern. The financial
       statements do not include any adjustments relating to the recoverability
       and classification of recorded asset amount, or amounts and
       classification of liabilities that might be necessary should the Company
       be unable to continue in existence. It is management's objective to seek
       additional capital through a merger with an existing operating company.

       Earnings Per Share
       ------------------
       The Company calculates earnings per share in accordance with SFAS No.
       128, "Earnings Per Share", which requires presentation of basic earnings
       per share ("BEPS") and diluted earnings per share ("DEPS"). The
       computation of BEPS is computed by dividing income available to common
       stockholders by the weighted average number of outstanding common shares
       during the period. DEPS gives effect to all dilutive potential common
       shares outstanding during the period. The computation of DEPS does not
       assume conversion, exercise or contingent exercise of securities that
       would have an antidilutive effect on earnings. As of October 30, 2001,
       the Company has no securities that would effect loss per share if they
       were to be dilutive.

       During the quarter ended October 31, 2001, the Company effected a 20.61
       for 1 stock split. All prior period earnings per share data has been
       retroactively restated to reflect this split.


                                       6
<PAGE>




                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002


NOTE 2 -      NOTES PAYABLE

              The Company is obligated under two notes payable, as follows:

                      o    $10,000 pursuant to a note dated October 28, 1999.
                           The Company will pay $10,000 interest if the note is
                           paid within 18 months; if repaid after 18 months, the
                           Company will pay interest of $20,000. The Company
                           repaid $3,000 of principal in June 2001. The full
                           $20,000 of interest expense has been accrued in the
                           financial statements.

                      o    $30,000 pursuant to a note dated June 5, 2000. The
                           note bears interest at 10% per year and is due on
                           June 5, 2002.

NOTE 3 -   NON-CASH FINANCIAL ACTIVITIES

              During the three month period ended October 31, 2001, 100,000
              shares of common stock, valued at $1,200, were issued as a
              payment for services.

NOTE 4 -      COMMON STOCK

              In connection with the proposed acquisition described in Note
              5, four stockholders returned a total of 7,147,500 pre-split
              shares to treasury. The stockholders retained 871,500 pre-split
              shares (17,961,615 post-split) which they have agreed to sell
              to the shareholder of the proposed acquisition described in
              Note 5. These shares have not yet been transferred.

NOTE 5 -          GULFTEX ACQUISITION AND RELATED MATTERS

              The Transaction
              ---------------
              Pursuant to a Share Exchange Agreement (the "Agreement"),
              Shopathomekids.com, Inc., a Texas corporation (the "Registrant"),
              was to have acquired 100% of the outstanding shares of common
              stock ("Common Stock") of GulfTex Energy Corporation ("GulfTex"),
              a private Texas corporation, in exchange for 1 share of
              Registrant's common stock. The exchange would have resulted in
              GulfTex becoming Registrant's wholly-owned subsidiary. At or
              around the same time, the then officers and directors of
              Registrant resigned and Mr. Marc Duchesne and Jackson Chung Wai
              Wong were appointed as Registrant's officers and directors. On
              September 19, 2001, the Registrant filed a Certificate of Merger
              (the "Certificate") with the Secretary of State of Texas. The
              Registrant changed its name to GulfTex Energy Corporation.
              Recently, the former (now current) management of Registrant became
              aware that GulfTex breached several provisions of the Agreement.
              The Registrant's management is also in the process of trying to
              determine why Registrant's former management (i.e., Messrs.
              Duchesne and Wong) did not file certain reports required by the
              Securities and Exchange Commission, including, but not limited to,
              Registrant's 10QSB for October 31, 2001. The Registrant is in the
              process of reviewing its options regarding the transaction.




                                       7
<PAGE>



                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002



NOTE 5 -          GULFTEX ACQUISITION AND RELATED MATTERS (Continued)

              The Transaction (continued)
              ----------------------------
              On or about November 15, 2001, the Registrant filed a Form 10KSB.
              The 10KSB reported that Mr. Duchesne was to acquire 17,343,645
              shares of Registrant's common stock, which would have comprised
              62.02% of Registrant's issued and outstanding shares of common
              stock. Under the terms of the Share Purchase Agreement, Mr.
              Duchesne was to purchase those shares from the Registrant's former
              officers and directors, Lewis Prowse II, Larry Ballard, Tarja
              Mees, and Romie Krickbaum. The shares were held in escrow pending
              completion of the Share Purchase Agreement, which was to have
              occurred on or before November 19, 2001. However, Mr. Duchesne
              breached the Share Purchase Agreements. As a result of that
              breach, the transaction was not completed and the shares were
              never transferred to Mr. Duchesne.

              Form 8-K
              --------
              On October 2, 2001, Registrant filed a Form 8-K describing the
              Agreement and explaining the nature of GulfTex's business. During
              that time, Messrs. Duchesne and Wong were the sole officers and
              directors. As GulfTex's audited financial statements were not
              attached to the original Form 8-K, Registrant was required to file
              an amendment to the Form 8-K on or before December 3, 2001, and
              attach the audited financial statements. Messrs. Duchesne and Wong
              never filed the amended Form 8-K.

              Appointment and Resignation of Officers and Directors
              -----------------------------------------------------
              On February 11, 2002, Messrs. Duchesne and Wong appointed Romie J.
              Krickbaum, Lewis Prouse II, Tarja Mees and Larry Ballard
              (Registrant's former management prior to the GulfTex transaction)
              to Registrant's Board of Directors. Messrs. Prouse and Ballard
              were later appointed as Registrant's officers.

              On or about February 11, 2002, Mr. Marc Duchesne and Mr. Jackson
              Chung Wai Wong resigned their positions as Registrant's officers
              and directors. Other than explaining that they were resigning as
              officers and directors of Registrant, neither Mr. Duchesne nor Mr.
              Wong provided any other explanation as to why they resigned.

              On November 15, 2001, Registrant filed a Form 10K-SB that the
              Board of Directors approved the appointment of Graham Hammond,
              Bill Wood, Merritt Douglas Woodring and Stanley Spinks as
              directors of the Registrant. Mr. Woodring was also purportedly
              appointed as Registrant's Vice-President and Mr. Spinks as
              Treasurer. The former management (now current) has been notified
              by Registrant's corporate counsel, that those individuals never
              accepted the appointments, and as such, these individuals never
              held these positions. Registrant has not been able to
              independently either confirm or deny such information.



                                       8
<PAGE>




                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2002



NOTE 5 -          GULFTEX ACQUISITION AND RELATED MATTERS

              Change of Corporate Address
              ---------------------------
              The Registrant has changed its corporate address to 223 E. FM
              1382, Suite 12720 Cedar Hill, Texas, 75104.

              Legal Proceedings
              -----------------
              On or about February 5, 2002, certain parties, including
              Registrant, Romie J. Krickbaum, Lewis Prouse II, Tarja Mees and
              Larry Ballard were sued in the United States District Court for
              the Northern District of Georgia, Atlanta Division. Registrant is
              named in the counts for: Violation of the Securities Act of 1933;
              Violation of the 1934 Exchange Act; Violation of the Georgia
              Securities Act; Breach of Fiduciary Duty; Federal and Georgia RICO
              violations; and Common Law Fraud. Registrant's management has been
              sued for: Violation of the 1934 Exchange Act; Violation of Federal
              and Georgia RICO; and Common Law Fraud. Registrant and its current
              management plan to vigorously defend the lawsuit as they believe
              that neither Registrant nor its current management have any
              liability to the plaintiffs named in that lawsuit for several
              reasons, including, but not limited to, all the transactions which
              form the basis for the lawsuit occurred before the transaction
              between Registrant and GulfTex.

              Financial Information
              ---------------------
              Due to the uncertainty resulting from the transacting described
              above, including the failure to file audited financial statements
              of GulfTex, there is substantial doubt as to the completion of the
              transaction. Therefore, the financial statements presented in this
              form 10-QSB include the accounts of the Registrant only, and do
              not include any assets, liabilities, revenue or expenses of
              GulfTex. Registrant's management is attempting to determine
              whether GulfTex ever owned any assets and/or whether there are any
              undisclosed GulfTex liabilities. Registrant's management intends
              to file an amended 10QSB to reflect any additional assets or
              undisclosed liabilities.


                                       9
<PAGE>



Item 2.  Plan of Operation
----------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.

As discussed within the Form 8-K filed by Registrant on March 6, 2002, the
management and Board of Directors of Registrant which controlled Registrant
prior to the contemplated merger transaction with GulfTex Energy Corporation, a
private Texas corporation ("GulfTex"), has recently been reappointed and the
management and the Board of Directors which controlled Registrant since the
contemplated GulfTex merger has resigned. Registrant's management is in the
process of attempting to determine whether certain assets, as represented by
GulfTex and its former management, exist or ever existed. The management is also
attempting to determine if there were any undisclosed liabilities. Registrant's
management does not believe that it will conduct business related to oil and gas
properties as represented by Registrant's ex-management.

Registrant's current focus is to attempt to discover the extent of any
misrepresentations, if any, that were made to Registrant and its management by
GulfTex and GulfTex's management. Registrant does intend to pursue its original
business plan of retailing products to young consumers eighteen years old or
younger via the Internet. The Registrant intends to use the Internet to market
products and provide customer service. The Registrant hopes to establish sales
of name brand toys, games, electronics, and software that target young
consumers. Young consumers will also be able to chat, send email, and play free
games online.

Given recent developments and the lawsuit pending in Georgia (as detailed
below), the Registrant cannot guaranty that it will be able to conduct business
as it did prior to the contemplated transaction with GulfTex. In fact, Note 1 of
the attached financial statements expresses our auditor's concern that without
realization of additional capital, there is substantial doubt about our ability
to continue as a going concern. If Registrant and its management are not able to
be dismissed from the lawsuit, Registrant will likely be forced to expend
significant sums on defending the lawsuit. There is no guaranty that Registrant
will be able to withstand long, expensive legal proceedings. The lawsuit in
Georgia could force Registrant to abandon its business plan altogether.
Moreover, the Georgia lawsuit will make it extremely difficult for Registrant to
raise funds to further its business plans.


                                       10
<PAGE>




For the six-month period ended January 31, 2002.
------------------------------------------------

Liquidity and Capital Resources. We had cash of $391 at January 31, 2002,
compared to cash of $1,263 as of July 31, 2001. Our total assets were $13,358 at
January 31, 2002, compared to total assets of $16,480 at July 31, 2001. At
January 31, 2002, property and equipment, net of accumulated depreciation,
represented $12,967 of our total assets.

Our total liabilities were $68,000 at January 31, 2002, compared to total
liabilities of $64,725 at July 31, 2001. Our liabilities at January 31, 2002
consisted primarily of accrued expenses of $1,850, accrued interest of $23,625,
notes payable of $37,000 and an advance from an officer in the amount of $1,100.
There were two notes payable, one in the amount of $10,000 and one in the amount
of $30,000, but we repaid $3,000 of the principal on the $10,000 note in June
2001. The full $20,000 of interest expense has been accrued in the financial
statements.

At January 31, 2002, our liabilities exceeded our assets by $54,642 compared to
July 31, 2001 when our liabilities exceeded our assets by $48,245.

Results of Operations.

Revenues. From inception to January 31, 2002, we had not earned any revenues. We
do not anticipate earning revenues for the foreseeable future. We plan to move
forward with our business plan. However, there is no guarantee that we will have
access to sufficient funding to finance our business plans. Moreover, if we are
forced to engage in long and expensive litigation in Georgia, our operating
results will suffer and such litigation will hinder our ability to further our
business plans.

Operating Expenses. For the six months ended January 31, 2002, our total
expenses were $7,597 compared to total expenses of $12,160 for the corresponding
period in 2001. Our expenses were greater during the 6 months ended January 31,
2001, due to increased interest expense. We expect our expenses to increase as
we attempt to further our business plan while defending the Georgia lawsuit
(described below). In particular, we expect our legal expenses to increase
significantly. There is no guaranty that we will be able to withstand expensive
legal proceedings. Such proceedings jeopardize our ability to continue as a
going concern. For the six months ended January 31, 2002, we experienced net
loss of $7,597, compared to a net loss of $12,160 for the corresponding period
in 2001. Given recent events, we expect our losses to continue to increase.

Our Plan of Operation for the Next Twelve Months. Given recent events, we will
ask our shareholders and Board of Directors to vote for a name change. We do not
believe that our current name "GulfTex Energy Corporation" represents our
current business focus. That focus will be on developing a website community
that will offer access to online video games and shopping, as well as chat rooms
that cater to both young kids and teenagers. We hope to form strategic
partnerships with wholesalers and distributors of brand name merchandise
including toys, games, and electronics that will enable us to sell to consumers
directly over the Internet.

We hope to try and form strategic alliances with other Internet portals that
target young consumers. We will strive to build brand awareness. We will
continue the previously started development of our online credit card, which
will be controlled by parents, grandparents, or friends. Those online credit
cards will enable young consumers to use a credit card to purchase products we
plan to put on our proposed website. We do not know when the credit card system
will go online. Until our credit card system is operational, we hope to complete
our website development which we hope will allow customers to purchase products
through the traditional method of placing the credit card information in a
standardized form. We are not prepared to accept customer orders as of yet as we
have not completed the development of our website nor have we entered into
agreements to purchase products for our proposed website.


                                       11
<PAGE>




We hope to commence testing of our website. Our website is currently under
construction. We hope to hire website developers to complete the development of
our website. Prior to the contemplated transaction with GulfTex, we had
conducted several test runs of the entire system, performed site analysis and
transaction analysis. At this time we are unsure of whether we will be able to
conduct a full launch of our website in the near future. There is no guaranty
that we will ever be able to complete our website. As discussed above, our
resources will be strained by the Georgia litigation, at least initially.

To effectuate our business plan during the next twelve months, we must complete
the development of our website and enter into agreements with certain product
and service providers. However, we may not be able to expand our operations
effectively. In fact, we do not anticipate earning any revenues in the near
future. The lack of revenues could harm our ability to expand our operations.

In order to further our business plans, we will need to raise capital through
public or private financing as well as borrowings and other sources. We cannot
guaranty that additional funding will be available on favorable terms, if at
all. It is unlikely that we will be able to raise funding through the sale of
our stock if we remain a defendant in the Georgia action. If adequate funds are
not available, then our ability to continue our operations will be adversely
affected.

We are not currently conducting any research and development activities. We do
anticipate continuing the development of our proposed website. We do not
anticipate hiring any employees or purchasing any equipment.

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.
---------------------------

On or about February 5, 2002, certain parties, including Registrant and
Registrant's current management and Board of Directors, Romie J. Krickbaum,
Lewis Prouse II, Tarja Mees and Larry Ballard were sued in the United States
District Court for the Northern District of Georgia, Atlanta Division.
Registrant is named in the counts for: Violation of the Securities Act of 1933;
Violation of the 1934 Exchange Act; Violation of the Georgia Securities Act;
Breach of Fiduciary Duty; Federal and Georgia RICO violations; and Common Law
Fraud. Registrant's management has been sued for: Violation of the 1934 Exchange
Act; Violation of Federal and Georgia RICO; and Common Law Fraud. Plaintiffs'
claims amount to an allegation that, along with other defendants, Registrant and
its officers and directors were involved in a scheme to defraud Plaintiffs out
of certain funds.

Registrant and its current management plan to vigorously defend the lawsuit as
they believe that neither Registrant nor its current management have any
liability to the plaintiffs named in that lawsuit for several reasons,
including, but not limited to, neither Registrant nor its current officers and
directors were involved in the transactions which form the basis for the
lawsuit. Registrant and its officers and directors have secured counsel in
Georgia to defend the lawsuit.

Item 2. Changes in Securities.
------------------------------

None.

Item 3.  Defaults Upon Senior Securities
-----------------------------------------

None.

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

None.

Item 5.  Other Information
--------------------------

None.


                                       12
<PAGE>



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

On March 6, 2002, Registrant filed a Form 8-K which detailed the recent change
in Registrant's management and Board of Directors, the Georgia lawsuit as
described in Item 1 above and the merger transaction with GulfTex Energy
Corporation, a Texas private corporation. That Form 8-K is incorporated herein
by this reference as though fully set forth herein.

                                   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.

                                                 GulfTex Energy Corporation,
                                                 a Texas corporation


March 19, 2002                            By:    /s/ Lewis Prouse, II
                                                 ------------------------------
                                                 Lewis Prouse, II
                                          Its:   President and a Director