<PAGE>

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

                                   FORM 10-QSB

[X]     Quarterly report filed under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 For the Quarterly Period Ended March 31, 2002.
                                       or

[ ]     Transitional report filed under Section 13 or 15 (d) of the
        Exchange Act.

                           Commission File No. 0-32721

                                  Matrix Concepts, Inc.
                                  -------------
                 (Name of Small Business Issuer in its Charter)

          Nevada                                      88-0492265
         --------                                    -------------
State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization

          2102 BUSINESS CENTER DR., SUITE 130, IRVINE, CALIFORNIA 92612
            -----------------------------------------------------------
                     (Address of principal executive office)

Issuer's telephone number: (949) 253-4675
                           --------------

Check whether the issuer: (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) been
subject to such filing requirements for the past ninety (90) days.

Yes X   No
   ---     ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of March 31, 2002, there were
1,895,000 shares of Common Stock, par value $.0001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes      No X
   ---     ---

                                        1

<PAGE>

                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

PART I FINANCIAL INFORMATION
                                                                            Page
                                                                            ----
Item 1. FINANCIAL STATEMENTS

    a. Balance Sheet                                                          3

    b. Statements of Operations                                               4

    c. Statements of Cash Flows                                               5

    d. Notes to Financial Statements                                        6-7

Item 2. PLAN OF OPERATIONS                                                 8-14

PART II OTHER INFORMATION                                                    15

Item 1. LEGAL PROCEEDINGS

Item 2. CHANGES IN SECURITIES

Item 3. DEFAULTS ON SENIOR SECURITIES

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON 8-K

SIGNATURE PAGE                                                               16

                                        2

<PAGE>
                              Matrix Concepts, Inc.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                                  BALANCE SHEET
                                   (UNAUDITED)


                                     ASSETS
                                                                      As of
                                                                  March 31, 2002
                                                                  --------------

Receivable from trust account (Note 2)                               $   213
                                                                     --------

           Total assets                                              $   213
                                                                     ========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses                                $ 5,077
                                                                     --------

           Total liabilities                                           5,077
                                                                     --------

STOCKHOLDERS' EQUITY (DEFICIT)
       Preferred stock, $.0001 par value; 5,000,000 shares
          authorized;  0 shares issued and outstanding                    --
       Common stock, $.0001 par value; 10,000,000 shares
          authorized; 1,895,000 shares issued and outstanding            190
       Additional paid-in capital                                      4,615
       Deficit accumulated during the development stage               (9,669)
                                                                     --------


           Total stockholders' equity (deficit)                       (4,864)
                                                                     --------

           Total liabilities and stockholders' equity
              (deficit)                                              $   213
                                                                     ========



            See accompanying notes to condensed financial statements.


                                       3

<PAGE>
<TABLE>

                                       Matrix Concepts, Inc.
                                 (A DEVELOPMENT-STAGE ENTERPRISE)

                                     STATEMENTS OF OPERATIONS
                                            (UNAUDITED)
<CAPTION>

                                                                              Period From Inception,
                                                                                  April 26, 2000,
                                          Three Months Ended Three Months Ended      Through
                                            March 31, 2002     March 31, 2001     March 31, 2002
                                           ----------------   ----------------   ----------------
<S>                                        <C>                <C>                <C>
General and administrative expenses        $           410    $           420    $         9,669
                                           ----------------   ----------------   ----------------

    LOSS BEFORE TAXES                                 (410)              (420)            (9,669)

Provision for income taxes                              --                 --                 --
                                           ----------------   ----------------   ----------------

    NET LOSS                               $          (410)   $          (420)   $        (9,669)
                                           ================   ================   ================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                      1,895,000          1,892,500          1,893,000
                                           ================   ================   ================

NET LOSS PER SHARE                         $          0.00    $          0.00    $          0.00
                                           ================   ================   ================

                     See accompanying notes to condensed financial statements.

                                                4
</TABLE>

<PAGE>
<TABLE>

                                              Matrix Concepts, Inc.
                                         (A DEVELOPMENT-STAGE ENTERPRISE)

                                             STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)
<CAPTION>

                                                                                             Period From Inception,
                                                                                               April 26, 2000,
                                                        Three Months Ended Three Months Ended      Through
                                                           March 31, 2002     March 31, 2001     March 31, 2002
                                                          ----------------   ----------------   ----------------
<S>                                                       <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                              $          (410)   $          (420)   $        (9,669)
    Adjustments to reconcile net loss to net
      cash used by operating activities:
         Issuance of common stock for services                         --                 --                604
    Increase (decrease) from changes in:
         Receivable from trust account                                334               (150)              (213)
         Accounts payable and accrued expenses                         76                420              5,077
                                                          ----------------   ----------------   ----------------

                  Net cash used by operating activities                --               (150)            (4,201)
                                                          ----------------   ----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Cash proceeds held by attorney in trust
      account from the issuance of common stock                        --                150              4,201
                                                          ----------------   ----------------   ----------------

                  Net cash provided by financing activities            --                150              4,201
                                                          ----------------   ----------------   ----------------

NET INCREASE (DECREASE) IN CASH                                        --                 --                 --
                                                          ----------------   ----------------   ----------------

CASH, BEGINNING OF PERIOD                                              --                 --                 --
                                                          ----------------   ----------------   ----------------

CASH, END OF PERIOD                                       $            --    $            --    $            --
                                                          ================   ================   ================


                            See accompanying notes to condensed financial statements.

                                                        5
</TABLE>

<PAGE>

                              Matrix Concepts, Inc.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
          PERIOD FROM INCEPTION, April 26, 2000, THROUGH MARCH 31, 2002


1.       BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

         Matrix Concepts, Inc. (a Development-Stage Enterprise) (the "Company")
         was incorporated on April 26, 2000 under the laws of the State of
         Nevada. The Company intends to develop operating opportunities through
         business combinations or mergers. To date, the Company has not
         conducted any significant operations, and its activities have focused
         primarily on incorporation activities, organizational efforts and
         identifying potential merger candidates. Since the Company has not yet
         commenced any principal operations, and has not yet earned significant
         revenues, the Company is considered to be a development-stage
         enterprise as of March 31, 2002.

         BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America for interim financial information and the
         instructions to Form 10-QSB. Accordingly, they do not include all the
         information and footnotes required by accounting principles generally
         accepted in the United States of America for complete financial
         statements. In the opinion of management, the interim financial
         statements include all adjustments considered necessary for a fair
         presentation of the Company's financial position, as of March 31, 2002,
         and its results of operations and cash flows for the three months ended
         March 31, 2002 and 2001, and the period from inception, April 26, 2000,
         through March 31, 2002. These statements are not necessarily indicative
         of the results to be expected for the full fiscal year. These
         statements should be read in conjunction with the financial statements
         and notes thereto included in the Company's Form 10-KSB for the year
         ended December 31, 2001 as filed with the Securities and Exchange
         Commission.

         MANAGEMENT ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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 statements, and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.



                                       6


<PAGE>
                              Matrix Concepts, Inc.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
          PERIOD FROM INCEPTION, April 26, 2000, THROUGH MARCH 31, 2002


1.       BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         GOING CONCERN AND MANAGEMENT'S PLANS

         The Company is presently a shell company and has no operations and
         limited financial and other resources. Such matters raise substantial
         doubt about the Company's ability to continue as a going concern.
         Management's plans with respect to these conditions are to search for
         operating opportunities through business combinations or mergers. In
         the interim, the Company will require minimal overhead, and key
         administrative and management functions will be provided by
         stockholders. Accordingly, the accompanying financial statements have
         been presented under the assumption that the Company will continue as a
         going concern.

2.       EQUITY TRANSACTIONS

         In April 2000, the Company issued 1,200,000 shares of common stock to
         its president in exchange for cash of $1,500. The Company also issued
         5,000 shares of its common stock to a director in exchange for services
         rendered. Management deemed such services to have a nominal value.

         In April 2000, the Company issued 600,000 shares of common stock in
         exchange for legal services valued at $600 (Note 3).

         As of March 31, 2002, in connection with private placements of its
         common stock, the Company has issued an aggregate of 90,000 shares of
         common stock in exchange for cash aggregating $2,700. As of March 31,
         2002, the related unexpended cash proceeds are held by the Company's
         legal counsel in a trust account (Note 3).

3.       RELATED-PARTY TRANSACTIONS

         During the three months ended March 31, 2002, and the period from
         inception, April 26, 2000, through March 31, 2002, the Company received
         legal services from a stockholder that aggregated $250 and $6,824,
         respectively. In connection with these services, the Company owes the
         related stockholder $4,175 at March 31, 2002, and such amount is
         included in accounts payable and accrued expenses in the accompanying
         balance sheet. This stockholder also maintains the Company's unexpended
         cash proceeds in a trust account (Note 2).



                                       7

<PAGE>

Item 2. Plan of Operation

         Statements contained in this Plan of Operation of this Quarterly Report
on Form 10-QSB include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB for a description of certain of the known risks and uncertainties of
the Company.)

General

         The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"), desiring
the perceived advantages of becoming a publicly reporting and publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to enter into a Merger with any specific business
or company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any Merger. The Company will not restrict its
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
proposed plan of operation and Mergers under this caption and throughout this
Quarterly Report is purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.

                                        8

<PAGE>

         The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
entering into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

         Selecting a Merger Target will be complex and involve a high degree of
risk. Because of general economic conditions, rapid technological advances being
made in some industries, and shortages of available capital, management believes
that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity (subject to restrictions of applicable
statutes and regulations) for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes and
regulations) for all stockholders, and other items. Potential Merger Targets may
exist in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
Merger Targets extremely difficult and complex.

         The Company has insufficient capital with which to provide the owners
of Merger Targets significant cash or other assets. Management believes the
Company will offer owners of Merger Targets the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. Nevertheless, the
Company has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a Merger or acquisition
transaction for the owners of a Merger Target.

         The Company also believes that finding a suitable Merger Target willing
to enter into a Merger with the Company may depend on the existence of a public
trading market for the Company's Common Stock. There is presently no material
trading market and there is no assurance that one can be developed.

                                       9

<PAGE>

        The Company will not restrict its search for any specific kind of Merger
Target, and may merge with an entity which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a Merger.

Selection and Evaluation of Merger Targets

         Management of the Company will have complete discretion and flexibility
in identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent management and inspection of facilities, as well as a review of
financial, legal and other information which will be made available to the
Company.

         Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, the Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial statements
or has financial statements which can be audited.

         The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly, consummation
of a Merger may require a greater period of time than if the Company's
management devoted his full time to the Company's affairs. While no current
steps have been taken nor agreements reached, the Company may engage consultants
and other third parties providing goods and services, including assistance in
the identification and evaluation of potential Merger Targets. These consultants
or third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.

                                       10

<PAGE>

         The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company issue
any of its securities to any officer, director or promoter of the Company, or
any of their respective affiliates or associates, in connection with activities
designed to locate a Merger Target.

         In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;

         1)       the available technical, financial and managerial resources;
         2)       working capital and other financial requirements;
         3)       history of operation, if any;
         4)       prospects for the future;
         5)       present and expected competition;
         6)       the quality and experience of management services which may be
                  available and the depth of that management;
         7)       the potential for further research, development or
                  exploration;
         8)       specific risk factors not now foreseeable but which then may
                  be anticipated to impact the proposed activities of the
                  Company;
         9)       the potential for growth or expansion;
         10)      the potential for profit;
         11)      the perceived public recognition or acceptance of products,
                  services or trades; and
         12)      name identification.

                                       11


<PAGE>

         Merger opportunities in which the Company may participate will present
certain risks, many of which cannot be adequately identified prior to selecting
a specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.

         There can be no assurance that the Company will find a suitable Merger
Target. If no such Merger Target is found, therefore, no return on an investment
in the Company will be realized, and there will not, most likely, be a market
for the Company's stock.

Structuring and Financing of a Merger

         As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.

         The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, except for additional
securities that the Company expects to issue for certain professional services,
other than those already issued in the offering of its common stock pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act") (the "Private Placement"), the Company will likely issue a
substantial number of additional shares in connection with the consummation of a
Merger, probably in most cases equal to nine or more times the amount held by
the Company's stockholders prior to the Merger. The Company also may decide to
issue Preferred Stock, with liquidation and dividend rights, that are senior to
the Common Stock, in connection with a Merger or obtaining financing therefor,

                                       12

<PAGE>

although the Company has no present plans to do so. The Company currently has no
intention to issue Preferred Stock. The Company may have to effect reverse stock
splits prior to any Merger. To the extent that such additional shares are
issued, dilution to the interests of a Company's stockholders will occur.
Additionally, a change in control of the Company may occur which may affect,
among other things, the Company's ability to utilize net operating loss
carry-forwards, if any.

         There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company has no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that such arrangements if
required or otherwise sought, would be available on terms commercially
acceptable or otherwise in the best interests of the Company. The inability of
the Company to borrow funds required to effect or facilitate a Merger, or to
provide funds for an additional infusion of capital into a Merger Target, may
have a material adverse effect on the Company's financial condition and future
prospects, including the ability to effect a Merger. To the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
debt financing and, therefore, all the risks inherent thereto.

Competition for Merger Opportunities

         The Company is, and will continue to be, an insignificant participant
in the business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that

                                       13

<PAGE>

the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.

Equipment and Employees

         The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business but
instead will seek to effect a Merger with a Merger Target.

Expenses for the Three Months Ended March 31, 2002

         Expenses for the three months ended March 31, 2002 were $410 as
compared to $420 for the same period ending March 31, 2001. The expenses
resulted primarily from accounting/auditing, legal, and general administrative
expenses relating to the Company's quarterly public disclosure and reporting
requirements. As discussed above, the Company will incur substantial expenses,
including expenses for professional and other consulting services, when it seeks
to negotiate and enter into a Merger.

                                       14



<PAGE>

PART II  -   OTHER INFORMATION

ITEM 1   -   LEGAL PROCEEDINGS
             NONE

ITEM 2   -   CHANGES IN SECURITIES
             NONE

ITEM 3   -   DEFAULTS UPON SENIOR SECURITIES
             NONE

ITEM 4   -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
             HOLDERS
             NONE

ITEM 5   -   OTHER INFORMATION
             NONE

ITEM 6   -   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

    Exhibit No.   Description
    -----------   -----------
    None

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed during the quarter ended
                  March 31, 2002.

                                       15



<PAGE>

                                   SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             Matrix Concepts, Inc.

                              By: \s\ Gerry Martin
                                 --------------------------------------
                                 Gerry Martin, President, Treasurer and
                                 Director

                                 Dated:   June 11, 2002





                                       16