SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the Fiscal Year Ended                       Commission File No. 8-7539
   September 30, 2001


                              DELTA STATES OIL INC.
             (Exact name of Registrant as specified in its Charter)

                  Delaware                                     13-2599131
(State or other jurisdiction of incorporation              (I.R.S. Employer)
             or organization)


                       Alfred D. Morgan, Ph.D., President
                              Delta States Oil Inc.
                     888 Riverbank Road, Stamford, CT 06903
                    Registrant's Telephone No.: 203-322-1003
                    (Address of principal executive offices)

         Securities registered pursuant to Section 12G of the Act: None

Indicate by check mark whether Registrant has (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 aggregate market value of the voting stock (common stock, $0.01 par value)
held by non-affiliates of the Registrant is not ascertainable as there have been
no reported bids or sales of such stock in fiscal year 2001 to the knowledge of
the Registrant's management.

The aggregate market number of outstanding shares of common stock, par value
$0.01, on September 30, 2001 was 2,364,542 including 780,832 shares held in the
Company's Treasury.

                    Documents incorporated by reference: None

<PAGE>

DELTA STATES OIL INC. - 10K ANNUAL REPORT, FY ENDED SEPT. 30, 2001

ITEM 1. BUSINESS:

Registrant was previously engaged in operations related to oil and gas
exploration and drilling, but has not engaged in any active business since
discharge from Chapt XI proceedings on May 4, 1981. Since then management has
been engaged in seeking opportunities to commence active business operations.
(See Item 7, Management Discussion)

EMPLOYEES: Registrant has no regularly salaried employees at this time. Officers
and Directors receive no sa1ary, although stock has been issued in various years
in lieu of salaries, and space has been donated by various officers for office
requirements on an ad hoc basis.

ITEM 2. PROPERTIES: Present operations are conducted on rent-free basis from
offices or homes of the President and other officers.

ITEM 3. LEGAL PROCEEDINGS: Registrant has not been a party to any legal
proceedings (excepting Chapt XI referred to) that it has been informed of since
Oct. 1981.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF STOCKHOLDERS: None this FY

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED STOCKHOLDER MATTERS:

There has been no quoted public trading market in the common stock of the
Registrant, its only stock issued, during the Registrant's past five years to
knowledge of the Management. There are approximately 3,300 common stockholders
at this time.

If and when the company can engage in active operations through merger,
acquisition or initiation of its own business, if net worth and other
requirements can be met, Management intends to seek to have the commons shares
quoted on the appropriate over-counter market.

<PAGE>

                                        FY 2001             FY 2000
                                SEE ITEM 14 AUDITED ANNUAL STATEMENT

REVENUES (INTEREST):
EXPENSES
NET LOSS
LOSS PER SHARE (Calculated on basis of common shares outstanding after deduction
of 780,832 common in Treasury from total issued)

TOTAL ASSETS:
TOTAL LIABILITIES

SHAREHOLDER EQUITY
(Less than one cent per share)

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Registrant did not conduct any operations during the past fiscal year other than
to seek means of reactivation of the Company principally by merger or
acquisition. Although financial resources presently are inadequate for a
significant acquisition by use of the company's available cash assets, it is
thought possible to accomplish either a merger or an acquisition by resort to
debt, private stock sale or public financing given an appropriate entity to
reactivate the company. Anticipated administrative costs for the coming fiscal
year, until such a reactivation takes place, appear to be coverable from
anticipated interest on cash assets or resort to principal.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Certified Public Accountant
Income and Balance sheets
Statement of changes in financial condition
Stockholder equity changes.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES OR LAWSUITS

Company has not had any disagreement with its Accountant nor is aware of any law
suits at this time.

<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, OTHER RELEVANT MATERIAL

Certification by Independent Certified Accountant
Financial Statements
Balance sheet
Income statement
Changes in Financial Position
Statement of Stockholder Equity (deficit)

SIGNATURES:

Pursuant to the requirements of Section 16 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto, duly authorized on the 7th day of
November, 2001.

DELTA SHARES OIL INC.
BY ALFRED D. MORGAN, PH.D. PRESIDENT

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report of Form 10K has been signed below by the following person in behalf of
the Registrant and in the capacity and on the date shown:

/s/ Alfred D. Morgan, November 7, 2001

Alfred D. Morgan, Ph.D., President, Chairman, Treasurer

<PAGE>

                        [LETTERHEAD OF MILTON REECE, CPA]




Board of Directors
Delta States Oil, Inc.
Stanford, Ct.

     I have examined the Balance Sheet of Delta States Oil, Inc. as of September
30, 2001 and the related income statement, Shareholders' Equity and changes in
financial position for the years ended September 30, 2001, 2000 and 1999. My
examinations were made in accordance with generally accepted auditing standards
and included such tests of the accounting records and such other auditing
procedures as I considered necessary in the circumstances.

     In my opinion the financial statements referred to above present fairly the
financial position of Delta States Oil, Inc. as of September 30, 2001 and the
results of its operations and changes in its financial position for September
30, 2001, 2000 and 1999 in conformity with generally accepted accounting
principles applied on a consistent basis.

                                                 /s/ Milton Reece

                                                 Milton Reece

November 7, 2001

<PAGE>

                             Delta States Oil, Inc.

                  Balance Sheets - September 30, 2001 and 2000


                                     Assets

                                                           2001           2000
                                                           ----           ----
Current Assets
   Cash                                                $   7,192      $   8,749

                      Liabilities and Shareholders' Equity

Current Liabilities
   Accounts Payable                                          100              0

Shareholders' Equity
   Common stock, $.01 (2001)
   $.05 (2000) par authorized
   6,000,000 shares:  issued
   2,390,000 shares                                      119,500        119,500
   Capital in excess of par                                7,660          7,660
   Deficit                                               (81,026)       (79,369)
                                                       ---------      ---------
                                                          46,134         47,791

   Less 780,832 shares of Common
   Stock held in Treasury at cost                         39,042         39,042
                                                       ---------      ---------
                                                           7,092          8,749
                                                       ---------      ---------
                                                       $   7,092      $   8,749
                                                       ---------      ---------



<PAGE>

                             Delta States Oil, Inc.

                                Income Statement

                   Years Ended September 30, 2001, 2000, 1999



                                            2001           2000           1999
                                            ----           ----           ----

Interest Income                             $ 359          $ 497          $ 445

General and Administrative
    Expenses                                2,016         12,117          1,696
                                        ---------      ---------      ---------

Net Loss                                   (1,657)       (11,620)        (1,251)

Net Loss per common share                      *              *              *

Weighted Average Number of
    common shares outstanding           1,609,168      1,499,168      1,389,168


*    Less than one cent

<PAGE>

                             Delta States Oil, Inc.

                       Statements of Shareholders' Equity

                   Years Ended September 30, 2001, 2000, 1999


<TABLE>
<CAPTION>
                                                                             Capital in
                                         Common            Stock             excess of                           Treasury
                                         shares            amount            par               Deficit           Stock
                                         ---------         ---------         ---------         ---------         ---------
<S>                                      <C>               <C>               <C>               <C>               <C>
October 1, 1998                          2,170,000         $ 108,500         $   7,660         $  66,498         $  39,042

Net Loss                                                                                           1,251
                                                                                               ---------

Balance, Sept. 30, 1999                  2,170,000           108,500             7,660            67,749            39,042

Common stock issued                        220,000            11,000
                                         ---------         ---------

Net Loss                                                                                          11,620
                                                                                               ---------

Balance, Sept. 30, 2000                  2,390,000           119,500             7,660            79,369            39,042

Net Loss                                                                                           1,657
                                                                                               ---------

Balance, Sept. 30, 2001                  2,390,000         $ 119,500         $   7,660         $  81,026         $  39,042
                                         ---------         ---------         ---------         ---------         ---------
</TABLE>