```

                                                                    OMB APPROVAL
                                                           OMB Number: 3235-0416
                                                          Expires: April 30,2003
                                                        Estimated average burden
                                                       hours per response: 32.00

                                 **UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB/A**
(Mark One)

[x]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
         For the quarterly period ended March 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from to

         Commission file number 333-52812

                            COMMUNICATENOW.COM, INC.
        (Exact name of small business issuer as specified in its charter)

Delaware 74-2945581                                  74-2945581
        (State or other jurisdiction of           (IRS Employer
         incorporation or organization)          Identification No.)

                                310 Kitty Hawk Rd.
                            Universal City, Tx.76068
                    (Address of principal executive offices)

                                  210-566-7327
                           (Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last
report)

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 23,148,820 common shares as of
March 31, 2002.

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

                            COMMUNICATENOW.COM, INC.
                                   FORM 10-QSB/A

                        THREE MONTHS ENDED MARCH 31, 2002

                                TABLE OF CONTENTS

PART I            FINANCIAL INFORMATION

ITEM 1   Financial Statements (Unaudited)
         Balance Sheets
         Statements of Operations
         Statements of Cash Flows
         Notes to Financial Statements

ITEM 2   Management's Discussion and Analysis of Financial
         Condition And Results of Operations

PART 2   OTHER INFORMATION

Item 1   Legal Proceedings

Item 2   Changes in Securities and use of Proceeds

Item 3   Defaults upon Senior Securities

Item 4   Submission of Matters to a vote of Security Holders

Item 5   Other Information

Item 6   Exhibits and Reports on Form 8-K

PART I   FINANCIAL INFORMATION

                            CommunicateNow.com, Inc.

                              Financial Statements
                                   (Unaudited)

                                 March 31, 2002

                            CommunicateNow.com, Inc.

                                    Contents
                                    --------

                                                                         Page(s)
                                                                     -----------
Balance Sheets                                                                 1

Statements of Operations                                                       2

Statements of Cash Flows                                                       3

Notes to Financial Statements                                              4 - 5

                            CommunicateNow.com, Inc.
                                 Balance Sheets
                                 --------------
                                   (Unaudited)

                 See accompanying notes to financial statements

                                     Assets
                                     ------

                                      March 31, 2002          December 31, 2001
                                      (Unaudited)
                                      --------------------    -----------------
                                      --------------------    -----------------
Current Assets
Cash                                  $                -      $              40
                                      --------------------    -----------------
                                      --------------------    -----------------
Total Current Assets                                   -                     40
                                      ====================    =================
                                      ====================    =================

                    Liabilities and Stockholders' Deficiency
                    ----------------------------------------

Current Liabilities
Cash overdraft                                            $               6,302   $                  6,200
Note payable - related party                                            411,495                    411,495
Loan payable - officer                                                    9,847                      9,847
Notes payable to banks                                                   61,357                     61,357
Lease payable                                                            18,353                     18,353
Accounts payable                                                        220,836                    220,836
Accrued expenses and other liabilities                                   55,736                     45,929
                                                             --------------------    -----------------------
Total Current Liabilities                                               783,926                    774,017
                                                             --------------------    -----------------------
                                                             --------------------    -----------------------

Stockholders' Deficiency
Common stock, $0.0001 par value, 100,000,000 shares authorized,
   23,148,820 shares issued and outstanding                               2,315                      2,315
Additional paid-in capital                                            3,321,505                  3,321,505
Accumulated deficit                                                  (4,107,746)                (4,097,797)
                                                             --------------------    -----------------------

Total Stockholders' Deficiency                                         (783,926)                  (773,977)
                                                             --------------------    -----------------------

Total Liabilities and Stockholders' Deficiency            $                -      $                     40
                                                             ====================    =======================

                            CommunicateNow.com, Inc.
                           ---------------------------
                            Statements of Operations
                            ------------------------
                                   (Unaudited)

                                                                           Three Months Ended March 31,
                                                                       -------------------------------------
                                                                       ----------------      ---------------
                                                                            2002                  2001
                                                                       ----------------      ---------------

Revenues                                                            $            -        $         20,685
                                                                       ----------------      ---------------
                                                                       ----------------      ---------------

Operating Expenses
Advertising                                                                      -                  82,919
Compensation                                                                     -                 136,854
Consulting                                                                       -                 650,560
Depreciation and amortization                                                    -                  25,984
General and administrative                                                        142              100,158
Professional fees                                                                -                  16,376
Software maintenance                                                             -                  80,740
                                                                       ----------------      ---------------
Total Operating Expenses                                                          142            1,093,591
                                                                       ----------------      ---------------
                                                                       ----------------      ---------------

Loss from Operations                                                             (142)          (1,072,906)

Other Income (Expense)
Interest income                                                                  -                     680
Other income                                                                    4,000                 -
Interest expense and penalties                                                 (9,807)              (1,541)
Settlement loss                                                                (4,000)                -
                                                                       ----------------      ---------------
                                                                       ----------------      ---------------
Total Other Income (Expense)                                                   (9,807)                (861)
                                                                       ----------------      ---------------
                                                                       ----------------      ---------------

Net Loss                                                            $          (9,949)    $     (1,073,767)
                                                                       ================      ===============
                                                                       ================      ===============

Net loss per share - basic and diluted                              $            -        $          (0.05)
                                                                       ================      ===============
                                                                       ================      ===============

Weighted average number of shares outstanding during the period - basic
  and diluted                                                              23,148,820             22,998,820
                                                                       ================      ===============
                                                                       ================      ===============

                            CommunicateNow.com, Inc.
                            Statements of Cash Flows
                            ------------------------
                                   (Unaudited)

                 See accompanying notes to financial statements.
                                                                           Three Months Ended March 31,
                                                                        ------------------------------------
                                                                        ---------------- -- ----------------
                                                                             2002                2001
                                                                        ----------------    ----------------

Cash Flows from Operating Activities
Net loss                                                             $          (9,949)  $      (1,073,767)
Adjustments to reconcile net loss to net cash used in operating
  activities:
Depreciation and amortization                                                     -                 25,984
Stock based consulting fees                                                       -                628,261
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                                               -                (27,788)
Employee advances                                                                 -                 (3,494)
Increase (decrease) in:
Accounts payable and accrued liabilities                                         9,807              45,041
Deferred revenue                                                                  -                 38,630
                                                                        ----------------    ----------------
                                                                        ----------------
Net Cash Used in Operating Activities                                             (142)           (367,133)
                                                                        ----------------    ----------------
                                                                        ----------------

Cash Flows from Investing Activities
Purchase of property and equipment                                                -                (97,672)
                                                                        ----------------    ----------------
Net Cash Used in Investing Activities                                             -                (97,672)
                                                                        ----------------    ----------------
                                                                        ----------------

Cash Flows from Financing Activities
Cash overdraft                                                                     102                -
Borrowings from bank                                                              -                111,799
Borrowing from stockholder, net                                                   -                 73,000
Repayment of debt to bank                                                         -                 (2,075)
                                                                        ----------------    ----------------
Net Cash Provided by Financing Activities                                          102             182,724
                                                                        ----------------    ----------------
                                                                        ----------------

Net (Decrease) Increase in Cash and Cash Equivalents                               (40)           (282,081)

Cash and Cash Equivalents at Beginning of Period                                    40             465,724
                                                                        ----------------    ----------------
                                                                        ----------------

Cash and Cash Equivalents at End of Period                           $            -      $         183,643
                                                                        ================    ================

                            CommunicateNow.com, Inc.
                          Notes to Financial Statements
                                 March 31, 2002
                                 --------------

Note 1 Basis of Presentation
------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited financial statements and footnotes
for the year ended December 31, 2001 and from January 31, 2000 (inception) to
December 31, 2000 included in the Company's Form 10-KSB.

Note 2 Sale of Equipment
--------------------------

As of December 31, 2001, the Company had written down remaining property and
equipment to its estimated net realizable value of zero. During the three months
ended March 31, 2002 the Company sold some of its equipment for $4,000 and used
that $4,000 cash as a settlement payment to terminate the office lease.

Note 3 Legal Matters
----------------------

The Company is subject to various lawsuits and unasserted claims from vendors
for non-payment of accounts payable plus related legal fees. Excluding legal
fees, which cannot be estimated, the Company has included all amounts in its
accounts payable at March 31, 2002, including three judgments for approximately
$23,600.

The Company is subject to a lawsuit from one stockholder who invested $100,000
in the Company for 100,000 common shares during a private placement. The Company
believes an unfavorable outcome is not probable.

The Company has included $38,788 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in its accrued expenses at March
31, 2002, such amount being subject to IRS liens.

Note 4 Going Concern
----------------------

As reflected in the accompanying financial statements for the three months ended
March 31, 2002, the Company has a net loss of $9,949 and an accumulated deficit
of $4,107,746, net cash used in operations of $142 and a working capital
deficiency of $783,926. In addition, the Company has discontinued operations and
is inactive. The ability of the Company to continue as a going concern is
dependent on the Company's ability to develop or acquire a new business. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

The Company is investigating new business opportunities and seeking additional
funding. Management believes that the actions presently being taken provide the
opportunity for the Company to continue as a going concern.

Item 2

CommunicateNow.com, Inc. is hereinafter referred to as "the Company", "we" or
"our".

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

                              RESULTS OF OPERATIONS

We were incorporated on January 31, 2000. During the period from our inception
of January 31, 2000 through October 2000, we conducted market research, raised
capital of $1,423,900 before offering costs through a private placement of our
securities, and developed our back office infrastructure and website. In
November 2000, we began selling Internet display advertisements to small
businesses in the Central Texas area. Due to unfavorable results we ceased
operations of our only business product, Bizfinders in August 2001. All
employees were terminated and operations that resulted in revenue ceased. For
this reason we had no material revenue in the first quarter of 2002, compared to
revenues of $59,921 for the same period in 2001. During the period of January
01, 2002 through March 31, 2002 the operations of the Company consisted of
searching for oil and gas properties to acquire and operate. The management of
the company believes it will be successful in securing oil and gas properties
but there can be no assurance the management will be successful in it efforts to
re-invent the company as a profitable oil and gas operation Company. The company
recorded other income of $4000 from the sale of furniture and equipment.
Expenses consisted primarily of interest on outstanding loan balances of $8360,
interest and penalties on overdue payroll taxes of $1447, and a settlement loss
of $4,000 to terminate the company office lease.

           SALES FOR THREE MONTHS ENDING MARCH 2001 COMPARED TO SALES
                      FOR THREE MONTHS ENDING MARCH 2002.

         In January, February, and March 2001, we had gross sales contracts of
$18,303, $24,584, and $17,034, respectively; during those same months we had
realized revenue of $2,573, $12,831, and $5,295, respectively. Our gross sales
contracts for the first quarter of 2002 were -0- due to the Company ceasing
operations of it's Bizfinders business unit.

                            MATERIAL TRENDS OR EVENTS

Our business plan is to acquire oil and gas properties for development and
Operations, leading to revenue and profit growth. However there can be no
assurance that we will be successful in our efforts to implement this plan. We
have no material trends or events to report for the period ending March 31, 2002
that have not been previously reported in our 10K-SB.

                         LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2002, we had limited cash capital resources.
We believe that these funds, along with expected revenues, and loans
from various sources, will be sufficient to cover our working capital
requirements for twelve months.
         Our future revenues may be insufficient to fund our operations;
accordingly, we may have to seek additional financing from financial
institutions or other sources. We maintain a line of credit of $42,000
with Bank One. As of March 31, 2002, we had borrowed $42,000 against the
Bank One line of credit.

                            MATERIAL SEASONAL ASPECTS

We have not identified any seasonal aspects that would have a material effect
on our current limited operations.

PART II  OTHER INFORMATION

Item 1            Legal Proceedings

All material pending legal proceedings in which we are involved have been
reported in our 10K-SB.

Item 2            Changes in Securities and Use of Proceeds

                  Working Capital restrictions and other limitations upon the
                  payments of dividends

         As reflected in the accompanying financial statements for the three
months ended March 31, 2002, we had a net loss from operations of $9949., and
net cash used in operations of $142 In addition, at March 31, 2002, we had
a working capital deficiency of $783,926. As of March 31, 2002, we had no
earnings. Holders of our common stock are entitled to receive ratably dividends,
if any, as may be declared by our board of directors from funds legally
available. We have not paid any dividends since our inception. We now anticipate
that all earnings, if any, will be retained for development of our business. Any
future dividends will be at the discretion of our Board of Directors and will
depend upon our future earnings, operating and financial condition, capital
requirements, and other factors.

Item 3            Defaults Upon Senior Securities

                  Not applicable

Item 4            Submission of Matters to a Vote of Security Holders

There has not been any matters submitted to a vote of the Security Holders.

Item 5            Other Information

                  Not applicable

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