**UNITEDSTATES****SECURITIES AND EXCHANGECOMMISSION****Washington D. C.20549**

**FORM 10-QSB**

**(X) Quarterly report pursuant toSection 13 or 15(d) of the Securities****andExchange Act of 1934.**

**For the quarterly period endedSeptember 30, 2001.**

**( ) Transition  report pursuant toSection 13 or 15(d) of the Exchange****Actfor the transition period from  _________ to _________ .**

**Commission File Number:333-34686**

**PR SPECIALISTS,INC.****(Exact name of registrant asspecified in charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **95-4792965****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|--------------------------------------------|

**6041 PomegranateLane****Woodland Hills, California91367****(Address of Principal ExecutiveOffices)**

**(818)992-7999****(Registrant's Telephone Number,Including Area Code)**

Check whether the registrant:  (1) has filed all reportsrequired to be filed by Section by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. 

YES (x) NO ( )

Indicate the number of shares outstanding of each of theissuer's classes of stock as of September 30, 2001. 

5,034,000 Common Shares

Transitional Small Business Disclosure Format:

**YES (  ) NO (x)**

PR SPECIALISTS,INC.INDEX TO FORM 10-QSB

| **PART I. FINANCIAL INFORMATION**                                                                                                                                                                              | **Page** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| Item 1. Financial Statements (unaudited)                                                                                                                                                                       |          |
| Balance Sheets as of September 30, 2001 andDecember 31, 2000                                                                                                                                                   | 3        |
| Statements of Operations for the three and ninemonths ended September 30, 2001, the three months ended September 30, 2000, andthe periods March 21, 2000 (date of incorporation) to September 30, 2000 and2001 | 4        |
| Statement of Stockholders' Equity for the ninemonths ended September 30, 2001                                                                                                                                  | 5        |
| Statements of Cash Flows for the three and ninemonths ended September 30, 2001, the three months ended September 30, 2000, andthe periods March 21, 2000 (date of incorporation) to September 30, 2000 and2001 | 6        |
| Notes to Financial Statements                                                                                                                                                                                  | 7        |
| Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations (including cautionarystatement)                                                                                   | 9        |
| **PART II.	OTHER INFORMATION**                                                                                                                                                                                 |          |
| Item 1. Legal Proceedings                                                                                                                                                                                      | 11       |
| Item 2. Changes in Securities                                                                                                                                                                                  | 11       |
| Item 3. Defaults Upon Senior Securities                                                                                                                                                                        | 11       |
| Item 4. Submission of Matters to a Vote of SecuritiesHolders                                                                                                                                                   | 11       |
| Item 5. Other Information                                                                                                                                                                                      | 11       |
| Item 6. Exhibits and Reports on Form 8-K                                                                                                                                                                       | 11       |
| Signatures                                                                                                                                                                                                     | 12       |

PR SPECIALISTS,INC.(A Development Stage Enterprise)

BALANCE SHEETS 

****

| ASSETS                                                                                                                  | September30,2001(unaudited) |  | December 31, 2000 |
|-------------------------------------------------------------------------------------------------------------------------|-----------------------------|--|-------------------|
| CURRENT ASSETS :                                                                                                   |                             |  |                   |
|    Cash and cash equivalents                                                                             | $12,034                     |  | $     59,269      |
| Prepaid assets                                                                                                          | 31,000                      |  | -                 |
|                                                                                                                         |                             |  |                   |
| TOTAL                                                                                                                   | $43,034                     |  | $     59,269      |
|                                                                                                                         |                             |  |                   |
|                                                                                                                         |                             |  |                   |
| LIABILITIES AND STOCKHOLDERS’EQUITY                                                                               |                             |  |                   |
|                                                                                                                         |                             |  |                   |
| CURRENT LIABILITIES- Due to shareholder                                                                                 | $    848                    |  | $     5,792       |
|                                                                                                                         |                             |  |                   |
| STOCKHOLDERS' EQUITY:                                                                                                   |                        |  |                   |
| Preferred stock - $0.001 par value; authorized5,000,000 common shares; no shares issued and outstanding                 | -                           |  | -                 |
|    Common stock - $0.001 par value;20,000,000 shares authorized; 5,034,000 shares issued and outstanding | 5,034                       |  | 5,034        |
| Additional paid-in capital                                                                                              | 1,101,350                   |  | 1,052,600    |
|    Deficit accumulated during thedevelopment stage                                                       | (1,064,198)                 |  | (1,004,157)       |
|           Totalstockholders' equity                                   | 42,186                      |  | 53,477            |
|                                                                                                                         |                             |  |                   |
| TOTAL                                                                                                                   | $43,034                     |  | $    59,269  |

****

SEE NOTES TO FINANCIAL STATEMENTS. 

PR SPECIALISTS,INC.(A Development Stage Enterprise)

STATEMENTS OFOPERATIONS(Unaudited)

****

|                                                |   | For the three months endedSeptember 30, 2001 |   | For the nine months endedSeptember 30, 2001 |   | For the  three months endedSeptember  30, 2000 |   | For the Period March 21, 2000(date of incorporation) to September 30, 2000 |   | For the Period 

March 21, 2000, (date ofincorporation) to September  30, 2001 |
|------------------------------------------------|---|----------------------------------------------|---|---------------------------------------------|---|------------------------------------------------|---|----------------------------------------------------------------------------|---|--------------------------------------------------------------------------------|
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| **REVENUES**                                   | $ | 475                                          | $ | 2,265                                       | $ | 3,190                                          | $ | 12,140                                                                     | $ | 14,405                                                                         |
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| **EXPENSES:**                                  |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| Stock based compensation - relatedparty        |   | -                                            |   | -                                           |   | -                                              |   | 900,000                                                                    |   | 900,000                                                                        |
| Stock based consulting fees                    |   | -                                            |   | -                                           |   | -                                              |   | -                                                                          |   | 37,400                                                                         |
| Employee compensation                          |   | 16,250                                       |   | 48,750                                      |   | 16,250                                         |   | 32,500                                                                     |   | 97,500                                                                         |
| Professional fees                              |   | 3,498                                        |   | 11,155                                      |   | 2,416                                          |   | 7,895                                                                      |   | 23,357                                                                         |
| Marketing                                      |   | -                                            |   | -                                           |   | -                                              |   | 8,950                                                                      |   | 8,950                                                                          |
| Office and other                               |   | 1,314                                        |   | 2,401                                       |   | 1,849                                          |   | 4,125                                                                      |   | 11,396                                                                         |
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| Total expenses                                 |   | 21,062                                       |   | 62,306                                      |   | 20,515                                         |   | 953,470                                                                    |   | 1,078,603                                                                      |
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| **NET LOSS**                                   | $ | (20,587)                                     | $ | (60,041)                                    | $ | (17,325)                                       | $ | (941,330)                                                                  | $ | (1,064,198)                                                                    |
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| Net Loss Per Share –   Basic and Diluted | $ | (0.00)                                       | $ | (0.01)                                      | $ | (0.00)                                         | $ | (0.21)                                                                     | $ | (0.22)                                                                         |
|                                                |   |                                              |   |                                             |   |                                                |   |                                                                            |   |                                                                                |
| Weighted Average Number of SharesOutstanding   |   | 5,034,000                                    |   | 5,034,000                                   |   | 4,500,000                                      |   | 4,500,000                                                                  |   | 4,809,000                                                                      |

****

 SEE NOTES TO FINANCIAL STATEMENTS**.**

PR SPECIALISTS,INC.(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS'EQUITYFor the nine months ended September 30,2001(Unaudited)

****

|                                      |   |           |              |         |                    |           |                                            |             |   |          |
|--------------------------------------|---|-----------|--------------|---------|--------------------|-----------|--------------------------------------------|-------------|---|----------|
|                                      |   |           | Common Stock |         | Additional Paid-In |           | Deficit Accumulated During the Development |             |   |
|                                      |   | Shares    |              | Amount  |                    | Capital   |                                            | Stage       |   | Total    |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Balances, December 31, 2000          | $ | 5,034,000 | $            | $ 5,034 | $                  | 1,052,600 | $                                          | (1,004,157) | $ | 53,477   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Contribution of services by employee |   |           |              |         |                    | 48,750    |                                            |             |   | 48,750   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Net Loss                             |   |           |              |         |                    |           |                                            | (60,041)    |   | (60,041) |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Balances, September 30, 2001         | $ | 5,034,000 | $            | 5,034   | $                  | 1,101,350 | $                                          | (1,064,198) | $ | 42,186   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |

****

SEE NOTES TO FINANCIAL STATEMENTS. 

PR SPECIALISTS,INC. (A Development Stage Enterprise)

STATEMENTS OF CASHFLOWS(Unaudited)

****

|                                                                             |   | For the three months ended September  30, 2001 |   | For the nine months ended September  30, 2001 |   | For the three months ended September 30, 2000 |   | For the period March 21, 2000 (date of incorp-oration toSeptember  30, 2000 |   | For the period March 21, 2000(dateof incorp-  oration) to September  30, 2001 |
|-----------------------------------------------------------------------------|---|------------------------------------------------|---|-----------------------------------------------|---|-----------------------------------------------|---|-----------------------------------------------------------------------------|---|-------------------------------------------------------------------------------|
| Cash Flows From Operating Activities:                                       |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
|    Net loss                                                  | $ | (20,587)                                       | $ | (60,041)                                      | $ | (17,325)                                      | $ | (941,330)                                                                   | $ | (1,064,198)                                                                   |
| Adjustments to reconcile net loss to net cash used in operating activities: |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Stock based compensation                                                    |   | -                                              |   | -                                             |   | -                                             |   | 900,000                                                                     |   | 900,000                                                                       |
| Stock based consulting fees                                                 |   |                                                |   |                                               |   | -                                             |   | -                                                                           |   | 37,400                                                                        |
| Other non-cash compensation                                                 |   | 16,250                                         |   | 48,750                                        |   | 16,250                                        |   | 34,000                                                                      |   | 99,000                                                                        |
| Increase in prepaid assets                                                  |   | (26,000)                                       |   | (31,000)                                      |   | -                                             |   | -                                                                           |   | (31,000)                                                                      |
| Net Cash Used in Operating Activities                                       |   | (30,337)                                       |   | (42,291)                                      |   | (1,075)                                       |   | (7,330)                                                                     |   | (58,798)                                                                      |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Cash Flows From Financing Activities:                                       |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Issuance of common stock                                                    |   | -                                              |   | -                                             |   | -                                             |   | -                                                                           |   | 69,400                                                                        |
| Net change in due to shareholder(s)                                         |   | 848                                            |   | (4,944)                                       |   | 1,815                                         |   | 7,486                                                                       |   | 848                                                                           |
|  Capital contribution                                                  |   | -                                              |   | -                                             |   | -                                             |   | 584                                                                         |   | 584                                                                           |
| Net Cash Provided by (Used in) Financing Activities                         |   | 848                                            |   | (4,944)                                       |   | 1,815                                         |   | 8,070                                                                       |   | 70,832                                                                        |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Net Increase (decrease) In Cash and Cash  Equivalents                       |   | (29,489)                                       |   | (47,235)                                      |   | 740                                           |   | 740                                                                         |   | 12,034                                                                        |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Cash and Cash Equivalents at Beginning of Period                            |   | 41,523                                         |   | 59,269                                        |   | -                                             |   | -                                                                           |   | -                                                                             |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Cash and Cash Equivalents at End of Period                                  | $ | 12,034                                         | $ | 12,034                                        | $ | 740                                           | $ | 740                                                                         | $ | 12,034                                                                        |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Supplemental disclosure of cash flow information:                           |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Cash paid for interest                                                      | $ | -                                              | $ | -                                             | $ | -                                             | $ | -                                                                           | $ | -                                                                             |
|                                                                             |   |                                                |   |                                               |   |                                               |   |                                                                             |   |                                                                               |
| Cash paid for income taxes                                                  | $ | -                                              | $ | -                                             | $ | -                                             | $ | -                                                                           | $ | -                                                                             |

****

    SEE NOTES TO FINANCIAL STATEMENTS. 

PR SPECIALISTS,INC.NOTES TO FINANCIALSTATEMENTS(Unaudited)

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

PR Specialists, Inc. ("we", "us", "our") wasincorporated under the laws of the state of Delaware on March 21, 2000. We haverecently signed a lease/purchase agreement to acquire the domain name Boxing.com(see Note H), however as of September 30, 2001, we are still  considered to bein the development stage as defined in Financial Accounting Standards BoardStatement No. 7.  In connection with such lease/purchase, we  have developed,published and are maintaining the Boxing.com web site which was launched onOctober 5, 2001. The website  provides enthusiasts with a variety of servicespertaining to boxing, including up-to-date news and information, results, eventschedules, rankings, chat and message boards.  

Use of Estimates  

The preparation of financial statements in accordancewith accounting principles generally accepted in the United States of Americarequires us to make estimates and assumptions that affect the reported amountsof assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements.  The reported amounts ofrevenues and expenses during the reporting period may be affected by theestimates we are required to make.  Actual results could differ from ourestimates.

#### BASIS OFPRESENTATION

Our accompanying unaudited financial statements havebeen prepared in accordance with accounting principles generally accepted in theUnited States of America for interim financial information and the instructionsto Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and ExchangeCommission (the "SEC").  Accordingly, these financial statements do not includeall of the footnotes required by generally accepted accounting principles. Inour opinion, all adjustments (consisting of normal and recurring adjustments)considered   necessary for a fair presentation have been included.  Operatingresults for the nine months ended September 30, 2001 are not necessarilyindicative of the results that may be expected for the year ended December 31,2001. The accompanying financial statements and the notes thereto should be readin conjunction with our audited financial statements as of and for the yearended December 31, 2000 contained in our Form 10-KSB.

**NOTE B - GOING CONCERN**

Our financial statements have been prepared on a goingconcern basis, which contemplates the realization of assets and the satisfactionof liabilities in the normal course of business.  We have incurred net operatinglosses since our inception, and anticipate (1) that we will incur net losses forthe foreseeable future, and (2) require additional capital to proceed with theimplementation and development of our business.  Since we do not currentlyengage in business activities that provide significant cash flow, our ability tocontinue as a going concern is dependent on our ability to raise capital to fundour cash requirements until our business operations begin to provide sufficientcash flow to offset our expenses.  Our plans will include selling shares of ourcommon stock through private placements however there is no assurance that wewill be successful in our efforts to raise capital.  These factors, amongothers, indicate that we may be unable to continue as a going concern for areasonable period of time.  Our financial statements do not include anyadjustments relating to the recoverability and classification of recorded assetamounts or the amounts and classification of liabilities that might be necessaryshould we be unable to continue as a going concern.

**NOTE C – BARTER TRANSACTIONS**

During the period March 21, 2000 (date of incorporation)to December 31, 2000, we entered into various barter transactions whereby weprovided certain publicity services having an estimated fair market value of$8,950 to various customers in exchange for content and reference services.These services, and the related services provided to us by our customers, havebeen reflected as revenues and marketing expenses, respectively, in thestatement of operations.

**NOTE D - RELATED PARTY TRANSACTIONS**

On the date of incorporation, 4,500,000 shares of ourcommon stock were issued to our founding stockholders.  The value of theseservices, which was based on the number, and fair value of shares issued, hasbeen reflected as stock based compensation in the accompanying statement ofoperations.   

During the period March 21, 2000 (date of incorporation)to September 30, 2001, we recognized $97,500 of employee compensation.  Webelieve this amount represents the fair value of services provided to us by ourpresident during this period.  Because this compensation will not be paid, nowor in the future, this amount has been reflected as an increase in additionalpaid-in capital in the accompanying balance sheet.  No amounts have beenascribed to the use of a portion of our president's home for office space in theaccompanying statement of operations because the value of such office space wasnot considered significant. 

In addition, our other founding stockholder providedservices having a fair value of $1,500 to us during the period March 21, 2000(date of incorporation) to December 31, 2000.  Because no consideration wasexchanged for these services, the amounts were reflected as increases inadditional paid-in capital.

Our founding stockholder(s) periodically advance fundsto us.  These advances are and were unsecured, non-interest bearing and due ondemand.

During the period March 21, 2000 (date of incorporation)to December 31, 2000, we issued 187,000 shares of our common stock asconsideration for certain consulting services.  The value of these services,which was based on the number, and fair value, of shares issued ($.20 per sharebased on the price at which other shares were being offered at the time theservices were rendered), has been reflected as stock based consulting fees inthe accompanying statement of operations. 

**NOTE E- INCOME TAXES**

During the period March 21, 2000 (date of incorporation)to September 30, 2001, we recognized losses for both financial and tax reportingpurposes.  As such, no provision for income taxes and/or deferred income taxespayable have been provided for in the accompanying financial statements.

At September 30, 2001, we had a net operating losscarryforward of approximately $28,000 for income tax purposes.  The carryforwardwill be available to offset future taxable income through the period endedSeptember 30, 2021. The deferred income tax asset arising from this netoperating loss carryforward is not recorded in the accompanying balance sheetbecause we established a valuation allowance to fully reserve such asset, as itsrealization did not meet the required asset recognition standard established bySFAS 109.

**NOTE F – NET LOSS PER SHARE**

We compute net loss per share in accordance with SFASNo. 128 "Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting BulletinNo. 98 ("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98, basic netloss per share is computed by dividing the net loss available to commonstockholders for the period by the weighted average number of common sharesoutstanding during the period.  Diluted net loss per share is computed bydividing the net loss for the period by the number of common and commonequivalent shares outstanding during the period.  There have been no commonequivalent shares outstanding since our inception; accordingly basic and dilutednet loss per share are identical for each of the periods in the accompanyingstatements of operations.

**NOTE G – COMMON STOCK OFFERING**

In August 2000, our registration statement with the SECto sell up to 3,125,000 shares of our common stock at $0.20 per share wasdeclared effective.  The offering, which closed in August 2001, was on abest-efforts, no minimum basis, and resulted in the sale of 534,000 shares ofour common stock.

**NOTE H – COMMITMENTS**

On June 20, 2001, we engaged a financial consulting firmto act as our financial advisor, and to furnish investment banking services tous.  The agreement, which may be canceled by either party at any time upon 10days written notice, is for a term of one year, and requires us to pay totalconsideration of $10,000.  As of September 30, 2001, we have paid $7,500 underthis arrangement; $6,000 of which has been included in prepaid assets in theaccompanying balance sheet. 

On September 14, 2001, we signed an agreement withCommunicate.com to lease, with an option to purchase, the Internet domain nameBoxing.com.  The lease term is for a period of twelve months and requires totalpayments of $55,000 ($25,000 of which was paid at closing and $30,000 of whichis due on March 14, 2001).  The $25,000 paid at closing has been included inprepaid expenses in the accompanying balance sheet.  In addition, we have theoption to purchase the Internet domain name Boxing.com for total additionalconsideration of $525,000, or at the option of Communicate.com, 525,000 sharesof our common stock. If we elect to purchase the aforementioned domain name, wewill be required to pay (1) $250,000 (or issue 250,000 shares of our commonstock) no later than October 29, 2002 and (2) $275,000 (or issue 275,000 sharesof our common stock) no later than April 28, 2003.

Item 2. 

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

The following discussion and analysis should be read inconjunction with the balance sheet as of December 31, 2000 and the financialstatements as of and for the three and nine months ended September 30, 2001, thethree months ended September 30, 2000 and the period March 21, 2000 (date ofincorporation) to September 30, 2000 included with this Form 10-QSB.

We are considered to be in the development stage asdefined in Financial Accounting Standards Board Statement No. 7.  With theexception of certain cash (which arose substantially from sales of our commonstock) and prepaid assets of $31,000, we have no assets.  In addition, since ourinception, we have generated approximately $14,400 of revenues (approximately$9,000 of which resulted from barter transactions which did not result in usreceiving cash for our services).  

During the three and nine months ended September 30,2001, the three months ended September 30, 2000, and the period March 21, 2000(date of incorporation) to September 30, 2000, we incurred expenses ofapproximately $21,100, $62,300, $20,500 and $953,500, respectively.  Theseexpenses included non-cash compensation and consulting fees of approximately$16,300, $48,800, $16,300 and $934,000, respectively. 

Since our inception, we have incurred approximately$1,078,600 of expenses; approximately $33,200 of which resulted in the outlay ofcash.  These expenses, which were funded primarily by approximately $69,000of proceeds received from our common stock, resulted primarily from our effortsto establish clients and expand our business operations.  We plan to incursignificant expenditures and will need to raise at least $437,000 through salesof our common stock to maintain our operations for the next twelve months. Thisamount, coupled with our cash on hand as of September 30, 2001 would allow us tomeet our projected expenditures for the next twelve-month period ofoperation.  These expenditures will be used principally for further website development, sales and marketing efforts, and payroll.  If we areunable to raise this required additional capital, we will not have the cash inplace to meet our required and/or projected expenditures for the next twelvemonths and will have to terminate our operations."

Readers   are   referred   to the   cautionarystatement, which addresses forward-looking statements.

**CAUTIONARY STATEMENT**

This Form 10-QSB, press releases and certain informationprovided  periodically in writing or orally by our  officers  or our agentscontain  statements  which constitute  forward-looking  statements within themeaning of Section 27A of the Securities  Act, as amended and Section 21E of theSecurities  Exchange  Act of 1934. The words expect, anticipate, believe, goal,plan, intend, estimate and similar expressions and variations thereof if usedare intended to specifically identify forward-looking statements.  Thosestatements appear in a number of places in this Form 10-QSB and in other places,particularly, Management's Discussion and Analysis or Results of Operations, andinclude statements regarding the intent, belief or current expectations us, ourdirectors or our officers with respect to, among other things: (i) our liquidityand capital resources; (ii) our financing opportunities and plans and (iii) ourfuture performance and operating results.  Investors and prospective investorsare cautioned that any such forward-looking statements are not guarantees offuture performance and involve risks and uncertainties, and that actual resultsmay differ materially from those projected in the forward-looking statements asa result of various factors.  The factors that might cause such differencesinclude, among others, the following:  (i) any material inability of us tosuccessfully internally develop our products; (ii) any adverse effect orlimitations caused by Governmental regulations; (iii) any adverse effect on ourpositive cash flow and abilities to obtain acceptable financing in connectionwith our growth plans; (iv) any increased competition in business; (v) anyinability of us to successfully conduct our business in new markets;  and (vi)other risks  including  those  identified in our filings with the Securities andExchange Commission. We undertake no obligation to publicly update or revise theforward looking statements made in this Form 10-QSB to reflect events orcircumstances after the date of this Form 10-QSB or to reflect the occurrence ofunanticipated events. 

**PART II. - OTHERINFORMATION**

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 SecuritiesHolders 

**NONE**

Item 5. Other Information 

**NONE**

Item 6. Exhibits and Reports on Form 8-K 

- Exhibits

- Lease Purchase Agreement dated September 14, 2001between Communicate.com Inc., and us.

- Reports on Form 8-K.

On September 17, 2001 we filed a Current Report on Form8-K to report a Plan of Acquisition. 

**SIGNATURES**

Pursuant  to the  requirements  of the  SecuritiesExchange  Act of  1934,  the registrant  has duly  caused  this  report  to besigned  on its  behalf by the undersigned, thereunto duly authorized.

| **SIGNATURE**    | **TITLE**                          | **DATE**          |
|------------------|------------------------------------|-------------------|
| /s/ Bryan Eggers | Director, Chief Accounting Officer | November 14, 2001 |