UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


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


                  For the quarterly period ended June 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: August 5, 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 June 30, 2002

                                Table of Contents


                                                                          Page
Part I - Financial Information

   Item 1  Financial Statements and Notes to Financial Statements           3

   Item 2  Management's Discussion and Analysis of Financial Condition
              And Results of Operations                                    10

Part II - Other Information

   Item 5  Other Information                                               11

   Item 6  Exhibits and Reports on Form 8-K                                11


Signatures                                                                 12






                                       2
<PAGE>

Item 1 - Part 1 - Financial Statements


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

                                   (Unaudited)

                                                       June 30,       March 31,
                                                         2002           2002
                                                     -----------    -----------
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                          $        46    $        46
   Prepaid expenses                                         --             --
                                                     -----------    -----------
     Total Current Assets                                     46             46
                                                     -----------    -----------

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

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

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

Current Liabilities
   Accounts payable - trade                          $     2,230    $     4,644
   Accrued office compensation                              --           24,500
   Due to affiliates                                      11,738          5,242
                                                     -----------    -----------
                                                          13,968         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 184,858 shares
     issued and outstanding, respectively                    192            167
   Additional paid-in capital                          3,336,706      3,289,231
   Deficit accumulated during the development stage   (3,350,342)    (3,323,260)
                                                     -----------    -----------
                                                         (13,444)       (33,862)
   Treasury stock (500 shares at cost)                      (478)          (478)
                                                     -----------    -----------
     Total shareholders' deficit                         (13,922)       (34,340)
                                                     -----------    -----------

Total Liabilities and Shareholders' Deficit          $        46    $        46
                                                     ===========    ===========


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>

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


                                   (Unaudited)


                                                  Three months     Three months
                                                      ended            ended
                                                 June 30, 2002    June 30, 2001
                                                 -------------    -------------


Revenues                                         $        --      $        --


                                                 -------------    -------------
Gross Profit                                              --               --



Operating expenses
   General and administrative expenses                  27,082           28,360
                                                 -------------    -------------

Loss from Operations                                   (27,082)         (28,360)

Other income
   Interest income                                        --              1,960

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

Loss before provision for income taxes                 (27,082)         (26,400)

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

Net Loss                                         $     (27,082)   $     (26,400)
                                                 =============    =============

Loss per weighted-average share of
   common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                             $       (.159)   $       (.158)
                                                 =============    =============

Weighted-average number of shares
   of common stock outstanding                         169,728          166,951
                                                 =============    =============



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
               Three months ended June 30, 2002 and June 30, 2001


                                   (Unaudited)


                                                       Three months     Three months
                                                           ended            ended
                                                       June 30, 2002    June 30, 2001
                                                       -------------    -------------
<S>                                                    <C>              <C>

Cash Flows from Operating Activities
   Net Loss                                            $   (27,082)     $     (26,400)
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Exchange of assets for services                                          3,403
       Stock compensation                                   23,000               --
       (Increase) Decrease in
         Prepaid expenses and other                                           (29,724)
       Increase (Decrease) in
         Accounts payable and accrued liabilities            4,082            (16,051)
                                                       -------------    -------------

Net cash used in operating activities                           --             (9,324)
                                                       -------------    -------------

Increase (Decrease) in Cash and Cash Equivalents                --             (9,324)

Cash and cash equivalents at beginning of period                46              9,365
                                                       -------------    -------------

Cash and cash equivalents at end of period             $        46      $          61
                                                       =============    =============
</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.

The financial  statements include the amounts of both Lucas Educational Systems,
Inc. and its wholly-owned subsidiary,  Lucas Educational Systems, Inc. (a Nevada
corporation).  All  significant  intercompany  amounts have been  eliminated  in
consolidation. The consolidated entity is referred to as Company.


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.


                                       6
<PAGE>

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.


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

     The Company uses the asset and liability  method of  accounting  for income
taxes.  At June 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, primarily accumulated depreciation and
amortization, and allowance for doubtful accounts.


     As of June 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 June 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.


                                       7
<PAGE>

Note E - Income Taxes

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

                                                           June 30,    June 30,
                                                            2002        2001
                                                           --------    --------
     Federal:
       Current                                             $   --      $    --
       Deferred                                                --           --
                                                           --------    --------
                                                               --           --
                                                           --------    --------
     State:
       Current                                                 --           --
       Deferred                                                --           --
                                                           --------    --------
                                                               --           --
                                                           --------    --------

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

As of June 30, 2002,  as a result of a June 2001 change in control,  the Company
has a net operating loss  carryforward  of  approximately  $40,000  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.

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

                                                           June 30,    June 30,
                                                            2002        2001
                                                           --------    --------
Statutory rate applied to income before income taxes       $ 9,200     $ 9,000
Increase (decrease) in income taxes resulting from:
     State income taxes                                        --          --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward   (9,200)     (9,000)
                                                           --------    --------

       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:


                                       8
<PAGE>

                                                           June 30,    June 30,
                                                             2002        2001
                                                          ---------   ---------
      Deferred tax assets
        Net operating loss carryforwards                  $ 13,000    $   --
        Less valuation allowance                           (13,000)       --
                                                          ---------   ---------

      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)









                                       9
<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 June 30,  2002,  the  Company  incurred  general  and
administrative  expenses,  principally  related to complying with the Regulatory
financial  reporting  requirements of approximately  $27,000,  or a net loss per
share of approximately $0.159 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.


                                       10
<PAGE>

Part II - Other Information

Item 5 - Other Information

On August  13,  2001,  the  Company's  Board of  Directors  made a  decision  to
terminate  the  services  of  its  independent   certified   public   accounting
firm,Tanner + Co of Salt Lake City, Utah (Tanner).

Management of the Company  believes  that during the period  through the date of
dismissal,  there were no  disagreements  or  reportable  events  with Tanner as
described  in Items  304(a)(1)(iv)  and (v) of  Regulation  S-B,  including  any
disagreements  with  Tanner  which were not  resolved  on any matter  concerning
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
Tanner,  would have caused Tanner to make reference to the subject matter of the
disagreements in connection with its reports.

The latest audit report of Tanner,  dated June 11, 2001,  included the following
language: "The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in note
2 to the consolidated financial statements, there is substantial doubt about the
ability of the Company to continue as a going concern.

On  August  13,  2001,  the  Board of  Directors  of the  Company  approved  and
authorized  the  engagement  of S. W.  Hatfield,  CPA of  Dallas,  Texas  as the
independent certified public accountant for the Company.

On July 23, 2002, the Company was informed by Scott H.  Hatfield,  CPA, that his
firm resigned as the Company's independent public accountant.

The latest audit report of S.W.  Hatfield,  CPA for the most recent  fiscal year
included an explanatory  paragraph  concerning the Company's ability to continue
as a going  concern.  During the most recent  fiscal year and during the interim
period  from March 31,  2002 until June 23,  2002,  the  Company has not had any
disagreements  with the  auditor  on any  matter  of  accounting  principles  or
practices,  financial statement  disclosure or auditing scope or procedures that
would require disclosure in this current report.  During such period, there were
no reportable events as described in Item 304 (a) (1) (v) of Regulation S-K. The
auditor did not report on the Company's financial statements for the fiscal year
ended March 31, 2001.

On July 26, 2002,  Registrant  retained the accounting  firm of Parks,  Tschopp,
Whitcomb & Orr,  Maitland,  Florida as its  independent  auditors for the fiscal
year ending March 31, 2003.  The Board of Directors of  Registrant  approved the
selection of Parks, Tschopp,  Whitcomb & Orr as new independent auditors. During
the  Company's  two most  recent  fiscal  years ended  March 31,  2002,  and the
subsequent  interim periods through the date of this Report, the Company did not
consult  with Parks,  Tschopp,  Whitcomb & Orr  regarding  any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits

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

     Exhibit 99.2- Certification  Pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002 of the Chief
     Financial Officer of the Corporation.


     Reports on Form 8-K - none


                                       11
<PAGE>

                                   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.

August 7, 2002                                   /s/ Kevin B. Halter
                                                 ------------------------
                                                 Kevin B. Halter
                                                 President, Director and
                                                 Chief Accounting Officer














                                       12