UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-QSB/A

--------------------------------------------------------------------------------


                                   (Mark one)

         XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                                    ---------
                              EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2002


         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                    ---------
                                    OF 1934


          For the transition period from _____________ to _____________

--------------------------------------------------------------------------------


                         Commission File Number: 0-24374
                                                 -------

                         Lucas Educational Systems, Inc.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                     62-1690722
     ------------------------                     ------------------------
     (State of incorporation)                     (IRS Employer ID Number)

               2591 Dallas Parkway, Suite 102, Frisco, Texas 75034
               ---------------------------------------------------
                    (Address of principal executive offices)

                                 (469) 633-0100
                                 --------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------


         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)
has been subject to such filing requirements for the past 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 practicable date: October 31, 2002: 192,063


         Transitional Small Business Disclosure Format (check one): YES    NO X
                                                                       ---   ---



<PAGE>

                         Lucas Educational Systems, Inc.

              Form 10-QSB for the Quarter ended September 30, 2002

                                Table of Contents


                                                                          Page
Part I - Financial Information

   Item 1  Financial Statements and Notes to Financial Statements           3

           Consolidated Balance Sheets                                      3
           Consolidated Statement of Operations                             4
           Consolidated Statement of Cash Flows                             5
           Notes to Consolidated Financial Statements                       6

   Item 2  Management's Discussion and Analysis of Financial Condition
              And Results of Operations                                     8

Part II - Other Information

   Item 6  Exhibits and Reports on Form 8-K                                10


Signatures                                                                 10

Certification Pursuant to 18 USC, Section 1350, s Adopted Pursuant
    to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002              11
















                                       2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements


                         Lucas Educational Systems, Inc.
                          (a development stage company)
                           Consolidated Balance Sheets
                        Sept.30, 2002 and March 31, 2002

                                   (Unaudited)

                                                               Sept. 30,      March 31,
                                                                  2002           2002
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                   $        18    $        46
   Prepaid expenses                                                  --             --
                                                              -----------    -----------
     Total Current Assets                                              18             46
                                                              -----------    -----------

Other Assets
                                                              -----------    -----------
     Total Other Assets                                              --             --
                                                              -----------    -----------

Total Assets                                                  $        18    $        46
                                                              ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

Current Liabilities
   Accounts payable - trade                                   $     7,721    $     4,644
   Accrued office compensation                                       --           24,500
   Due to affiliates                                               15,188          5,242
                                                              -----------    -----------
                                                                   22,909         34,386
Commitments and Contingencies

Shareholders' Equity Preferred stock - $0.001 par value
     10,000,000 shares authorized;
     no shares issued and outstanding                                --             --
   Common stock - $0.001 par value
     100,000,000 shares authorized
     192,063 and 166,951 shares
     issued and outstanding, respectively                             192            167
   Additional paid-in capital                                   3,336,706      3,289,231
   Deficit accumulated during the development stage            (3,359,311)    (3,323,260)
                                                              -----------    -----------
                                                                  (13,444)       (33,862)
   Treasury stock (500 shares at cost)                               (478)          (478)
                                                              -----------    -----------
     Total shareholders' deficit                                  (22,891)       (34,340)
                                                              -----------    -----------

Total Liabilities and Shareholders' Deficit                   $        18    $        46
                                                              ===========    ===========
</TABLE>


The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                         Lucas Educational Systems, Inc.
                          (a development stage company)
                      Consolidated Statements of Operations
                           Six and three months ended
                             Sept. 30, 2002 and 2001

                                   (Unaudited)


                                            Six months        Six months      Three months      Three months
                                              ended             ended             ended             ended
                                         Sept. 30, 2002    Sept. 30, 2001    Sept. 30, 2002    Sept. 30, 2001
                                         --------------    --------------    --------------    --------------
<S>                                      <C>               <C>               <C>               <C>

Revenues                                 $         --      $         --      $         --      $         --
                                         --------------    --------------    --------------    --------------
Gross Profit                                       --                --


Operating expenses
   General and administrative expenses           36,051            32,216             8,969             3,857
                                         --------------    --------------    --------------    --------------

Loss from Operations                            (36,051)          (32,216)           (8,969)           (3,857)

Other income
   Interest income                                 --               1,960              --                --

                                         --------------    --------------    --------------    --------------

Loss before provision for income taxes          (36,051)          (30,256)           (8,969)           (3,857)

Provision for income taxes (benefit)               --                --                --                --
                                         --------------    --------------    --------------    --------------

Net Loss                                 $      (36,051)   $      (30,256)   $       (8,969)   $       (3,857)
                                         ==============    ==============    ==============    ==============

Loss per weighted-average share of
   common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                     $         (.20)   $         (.20)   $         (.05)   $          nil
                                         ==============    ==============    ==============    ==============

Weighted-average number of shares
   of common stock outstanding                  181,300           166,951           192,063           166,951
                                         ==============    ==============    ==============    ==============
</TABLE>



The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.



                                       4
<PAGE>
<TABLE>
<CAPTION>

                         Lucas Educational Systems, Inc.
                          (a development stage company)
                      Consolidated Statements of Cash Flows
                     Six months ended Sept.30, 2002 and 2001

                                   (Unaudited)


                                                       Six months       Six months
                                                         ended            ended
                                                     Sept.30, 2002    Sept.30, 2001
                                                     -------------    -------------
<S>                                                  <C>              <C>
Cash Flows from Operating Activities
   Net Loss                                          $     (36,051)   $     (30,256)
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Exchange of assets for services                      23,000            3,403
       Stock compensation                                     --
       (Increase) Decrease in
         Prepaid expenses and other                         31,743
       Increase (Decrease) in
         Accounts payable and accrued liabilities            3,077          (15,052)
                                                     -------------    -------------

Net cash used in operating activities                       (9,974)         (10,162)
                                                     -------------    -------------

Cash Flows from Financing Activities
   Cash advanced by affiliate                                9,946            1,496
                                                     -------------    -------------

Net cash provided by financing activities                    9,946            1,496
                                                     -------------    -------------

Decrease in Cash and Cash Equivalents                          (28)          (8,666)

Cash and cash equivalents at beginning of period                46            9,385
                                                     -------------    -------------

Cash and cash equivalents at end of period           $          18    $         719
                                                     =============    =============
</TABLE>


The financial information presented herein has been prepared by management
without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.



                                       5
<PAGE>

                         Lucas Educational Systems, Inc.
                          (a development stage company)

                   Notes to Consolidated Financial Statements


Note A - Organization and Description of Business

Lucas  Educational  Systems,  Inc.  (Company) was  incorporated on June 11, 1992
under  the  laws of the  State  of  Delaware.  The  Company's  initial  business
operations,  which  commenced on December 5, 1996,  was to change the way people
learn through  Learning That Lasts(TM).  It's mission was to gain recognition as
the  Nation's  leading   authority  and  largest  provider  of  memory  training
techniques and related educational products.

In  February  2001,  the  Company's  Board of  Directors  resolved  to cease all
operations  related to  educational  activities  and to pursue either the merger
with or acquisition of an unrelated operating entity to enhance the value of the
public  entity.  As of March 31,  2001,  the Company had ceased all  operations,
terminated  all  employees  and began to settle the  remaining  accounts  of the
Company.  As of  June  30,  2002,  the  Company  had  only  nominal  assets  and
liabilities and no business operations.

The Company's  business plan was never fully  implemented  or  operational  and,
accordingly,  has never fully commenced operations.  Accordingly, the Company is
considered to be in the development stage.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended March
31, 2002. The information  presented within these interim  financial  statements
may not  include  all  disclosures  required by  generally  accepted  accounting
principles and the users of financial  information  provided for interim periods
should refer to the annual  financial  information  and footnotes when reviewing
the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending March 31, 2003.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.


Note B - Going Concern Uncertainty

Due to the  lack of  sustaining  operations  from  inception,  the  Company  has
generated  no  significant  operating  revenues  and  has  incurred  significant
cumulative cash losses.

The Company is fully  dependent  either  future sales of  securities or upon its
current  management  and/or advances or loans from  significant  stockholders or
corporate  officers  to  provide  sufficient  working  capital to  preserve  the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.


Note C - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     The Company considers all cash on hand and in banks,  including accounts in
book  overdraft  positions,  certificates  of  deposit  and other  highly-liquid
investments with maturities of three months or less, when purchased,  to be cash
and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's cash
management policies.


                                       6
<PAGE>

2.  Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
taxes.  At Sept.  30, 2002 and 2001,  respectively,  the  deferred tax asset and
deferred tax  liability  accounts,  as recorded  when  material to the financial
statements,  are  entirely  the  result  of  temporary  differences.   Temporary
differences  represent  differences in the recognition of assets and liabilities
for tax and financial reporting purposes.

     As of Sept.  30,  2002,  the Company has only  nominal net  operating  loss
carryforwards  as a result  of the  June  2001  change  in  control.  Due to the
provisions  of Internal  Revenue  Code  Section 338, the Company may have no net
operating  loss  carryforwards  available to offset  financial  statement or tax
return  taxable  income in future  periods  in the event of a change in  control
involving 50 percentage points or more of the issued and outstanding  securities
of the Company.

3.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
(loss) by the weighted-average number of shares of common stock and common stock
equivalents   (primarily   outstanding  options  and  warrants).   Common  stock
equivalents  represent  the  dilutive  effect  of the  assumed  exercise  of the
outstanding  stock options and warrants,  using the treasury  stock method.  The
calculation  of fully  diluted  earnings  (loss) per share  assumes the dilutive
effect of the  exercise  of  outstanding  options  and  warrants  at either  the
beginning of the respective period presented or the date of issuance,  whichever
is later.  As of Sept.  30, 2002,  the Company has no  outstanding  warrants and
options issued and outstanding.


Note D - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Note E - Income Taxes

The  components  of income tax  (benefit)  expense  for the three  months  ended
September 30, 2002 and 2001, respectively, are as follows:

                                                           Sept.30,    Sept.30,
                                                            2002        2001
                                                           --------    --------
     Federal:
       Current                                             $   --      $    --
       Deferred                                                --           --
                                                           --------    --------
                                                               --           --
                                                           --------    --------
     State:
       Current                                                 --           --
       Deferred                                                --           --
                                                           --------    --------
                                                               --           --
                                                           --------    --------

       Total                                               $   --      $    --
                                                           ========    ========

As of Sept. 30, 2002, as a result of a June 2001 change in control,  the Company
has a net operating loss  carryforward  of  approximately  $48,000  available to
offset future taxable income. Subject to current regulations,  this carryforward
will begin to expire in 2021. The amount and  availability  of the net operating
loss  carryforwards  may be subject  to  limitations  set forth by the  Internal
Revenue Code.  Factors such as the number of shares  ultimately  issued within a
three year  look-back  period;  whether  there is a deemed  more than 50 percent
change in control; the applicable long-term tax exempt bond rate;  continuity of
historical  business;  and  subsequent  income of the Company all enter into the
annual computation of allowable annual utilization of the carryforwards.


                                       7
<PAGE>

The  Company's  income tax expense for the six months  ended  Sept.30,  2002 and
2001, respectively, are as follows:

                                                           Sept.30,    Sept.30,
                                                            2002        2001
                                                           --------    --------
Statutory rate applied to income before income taxes       $ 12,200    $ 10,300
Increase (decrease) in income taxes resulting from:
     State income taxes                                        --          --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward   (12,200)    (10,300)
                                                           --------    --------

       Income tax expense                                  $   --      $   --
                                                           ========    ========

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of June 30, 2002 and March 31, 2002, respectively:


                                                            Sept.30,   Sept. 30,
                                                              2002        2001
                                                           ---------   ---------
      Deferred tax assets
        Net operating loss carryforwards                   $  16,000   $    --
        Less valuation allowance                             (16,000)       --
                                                           ---------   ---------

      Net Deferred Tax Asset                               $    --     $    --
                                                           =========   =========

Note F - Common Stock Transactions

Reverse Stock Split
-------------------

On June 22, 2002,  the  Stockholders  approved a  one-for-twenty  reverse  stock
split.  The effect of this action is  reflected  in the  accompanying  financial
statements as of the first day of the first period presented.

Series A Preferred Stock
------------------------

On March 1,  2000,  the  Company  established  a series of  voting,  convertible
preferred stock designated as "Series A Preferred  Stock",  consisting of 90,000
shares with stated par value of $0.001 per share. On March 24, 2000, the Company
issued an  aggregate  89,974  shares of Series A Preferred  Stock to  accredited
investors.  On March 24,  2001,  in  accordance  with the rights and  privileges
attached to the Series A Preferred  Stock,  the holders  converted 100.0% of the
issued and outstanding Series A Preferred Stock into Common Stock.

Stock Option Plans
------------------

As of June 30, 2001, all outstanding stock options plans, and grants thereunder,
have been terminated and the Company has no continuing  obligations under any of
these arrangements.




                (Remainder of this page left blank intentionally)






















                                       8
<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)  General comments

Lucas  Educational  Systems,  Inc.  (Company) was  incorporated on June 11, 1992
under  the  laws of the  State  of  Delaware.  The  Company's  initial  business
operations,  which  commenced on December 5, 1996,  was to change the way people
learn through  Learning That Lasts(TM).  It's mission was to gain recognition as
the  Nation's  leading   authority  and  largest  provider  of  memory  training
techniques and related educational products.

In  February  2001,  the  Company's  Board of  Directors  resolved  to cease all
operations  related to  educational  activities  and to pursue either the merger
with or acquisition of an unrelated operating entity to enhance the value of the
public  entity.  As of March 31,  2001,  the Company had ceased all  operations,
terminated  all  employees  and began to settle the  remaining  accounts  of the
Company.  As of  June  30,  2002,  the  Company  had  only  nominal  assets  and
liabilities and no business operations.

Due to the  lack of  sustaining  operations  from  inception,  the  Company  has
generated  no  significant  operating  revenues  and  has  incurred  significant
cumulative  cash  losses.  Accordingly,  the Company may be  dependent in future
periods upon its current management and/or  significant  stockholders to provide
additional  working  capital to preserve the integrity of the  corporate  entity
during this phase. It is the intent of management and  significant  stockholders
to provide sufficient working capital, if necessary, to support and preserve the
integrity of the corporate entity; however, there is no legal requirement

(3) Results of Operations, Plan of Operation, Liquidity and Capital Resources

In  February  2001,  the  Company's  Board of  Directors  resolved  to cease all
operations  related to  educational  activities  and to pursue either the merger
with or acquisition of an unrelated operating entity to enhance the value of the
public  entity.  As of March 31,  2001,  the Company had ceased all  operations,
terminated  all  employees  and began to settle the  remaining  accounts  of the
Company.  As of  June  30,  2002,  the  Company  had  only  nominal  assets,  no
liabilities and no business operations.

During the  quarter  ended  Sept.30,  2002,  the  Company  incurred  general and
administrative  expenses,  principally  related to complying with the Regulatory
financial  reporting  requirements of  approximately  $8,969,  or a net loss per
share of approximately $.05 per share.

The  Company  is  currently  dependent  upon  funds  advanced  or  loaned by the
Company's  directors and officers.  The Company's officers and directors have no
formal  commitments or arrangements to advance or loan funds to the Company.  In
such a restricted  cash flow  scenario,  the Company would be unable to complete
any  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may be dormant during the
next twelve months,  or until such time as necessary  funds are available to the
Company.

Item 3  -  Controls and Procedures

Within  the 90 days  prior to the  filing  date of this  Quarterly  Report,  the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and  procedures  (as
defined in Rules  13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of
1934).  Based  upon that  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective in ensuring that  information  required to be disclosed
in the  reports  the  Company  files  and  submits  under the  Exchange  Act are
recorded, processed, summarized and reported as and when required.


                                       9
<PAGE>

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect such internal controls subsequent to the
date  of  the  evaluation  described  in  the  paragraph  above,  including  any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits

     99.1 Certification  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act of  2002.



   Reports on Form 8-K - none


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                 Lucas Educational Systems, Inc.

November 13, 2002                                 /s/ Kevin B. Halter
                                                 -------------------------
                                                 Kevin B. Halter
                                                 President, Director and
                                                 Chief Accounting Officer




                                       10
<PAGE>

                                  CERTIFICATION

I, Kevin B. Halter, certify that:



1.   I have reviewed this quarterly  report on Form 10-QSB of Lucas  Educational
     Systems, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date:  November 13, 2002

                                                      /s /Kevin B. Halter
                                                     --------------------
                                                     President


                                       11