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

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended:            March 31, 2002
                                            ------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

             For the transition period from                   to
                                            -----------------    ---------------
                    Commission file number                 000-29543
                                            ------------------------------------

                            Green Oaks Concepts, Ltd.
 ------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                     Nevada                                  86-0972778
--------------------------------------------------------------------------------
             (State or other jurisdiction                   (IRS Employer
         of incorporation or organization)                Identification No.)

                    11601 E. Lusitano Place, Tucson, AZ 85748
      --------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (520) 731-9890
                            Issuer's telephone number

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: March 31, 2002 1,000,000

        Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----



<PAGE>



                                     PART I


Item 1.  Financial Statements



                               INDEPENDENT ACCOUNTANT'S REPORT


Green Oaks Concepts, Ltd.
(A Development Stage Company)


        We have reviewed the accompanying  balance sheet of Green Oaks Concepts,
Ltd. (a  development  stage company) as of March 31, 2002 and December 31, 2001,
and the related  statements  of  operations  and cash flows for the three months
ended March 31, 2002 and 2001. These financial statements are the responsibility
of the Company's management.

        We conducted our review in accordance with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

        Based on our review, we are not aware of any material modifications that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with accounting principles generally accepted in the United States of
America.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
May 2, 2002





<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  March 31,      December 31,
                                                                    2002             2001
                                                               ---------------  --------------
<S>                                                            <C>              <C>
ASSETS                                                         $             -  $            -
                                                               ===============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable                                             $         1,236  $        1,141
                                                               ---------------  --------------

          Total Liabilities                                              1,236           1,141
                                                               ---------------  --------------

Stockholders' Equity
Common stock (par value $.001), 100,000,000 shares authorized,  issued 1,000,000
  shares at March 31,
  2002 and December 31, 2001                                             1,000           1,000
Paid-In Capital                                                          4,890           3,890
Retained deficit                                                        (1,200)         (1,200)
Deficit accumulated during development stage                            (5,926)         (4,831)
                                                               ---------------  --------------

          Total Stockholders' Equity                                    (1,236)         (1,141)
                                                               ---------------  --------------

          Total Liabilities and Stockholders' Equity           $             -  $           -
                                                               ===============  ==============
</TABLE>




















                        See accompanying notes and accountants' report



<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                                                  Cumulative
                                                                                    Since
                                                                                 October 20,
                                                    For the Three Months             1999
                                                            Ended                Inception of
                                                          March 31,              Development
                                               -------------------------------
                                                    2002            2001            Stage
                                               --------------- ---------------  --------------

<S>                                            <C>             <C>              <C>
Revenues                                       $             - $             -  $            -
                                               --------------- ---------------  --------------

Expenses                                                 1,095           1,359           5,926
                                               --------------- ---------------  --------------

       Net Loss                                $        (1,095)$        (1,359) $       (5,926)
                                               =============== ===============  ==============


Basic & Diluted loss per share                 $             - $             -  $            -
                                               =============== ===============  ==============
</TABLE>






















                        See accompanying notes and accountants' report




<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                    Since
                                                                                 October 20,
                                                                                     1999
                                                 For the three months ended      Inception of
                                                          March 31,              Development
                                               -------------------------------
                                                    2002            2001            Stage
                                               --------------- ---------------  --------------
Cash Flows from Operating Activities:
<S>                                            <C>             <C>              <C>
    Net Loss                                   $        (1,095)$        (1,359) $       (5,926)
    Increase (Decrease) in Accounts Payable                 95           1,359           1,036
                                               --------------- ---------------  --------------
        Net cash used in operating activities           (1,000)              -          (4,890)

Cash Flows from Investing Activities:
        Net cash provided by investing activities            -               -               -
                                               --------------- ---------------  --------------

Cash Flows from Financing Activities:
    Capital contributed by shareholder                   1,000               -           4,890
                                               --------------- ---------------  --------------
         Net cash provided by
         financing activities                            1,000               -           4,890
                                               --------------- ---------------  --------------

Net change in cash and cash equivalents                      -               -               -
Cash and cash equivalents at beginning of year               -               -               -
                                               --------------- ---------------  --------------

Cash and cash equivalents at end of year       $             - $             -  $            -
                                               =============== ===============  ==============

Supplemental Disclosure of Cash Flow
Information:
    Cash paid during the year for:
        Interest                               $             - $             -  $            -
        Franchise and income taxes             $             - $             -  $          500

Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None
</TABLE>








                        See accompanying notes and accountants' report



<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

        The accompanying  unaudited  financial  statements have been prepared in
accordance with generally  accepted  accounting  principles and with Form 10-QSB
requirements.  Accordingly,  they  do not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair  presentation  have been  included.  Operating  results for
three month period ended March 31, 2002, are not  necessarily  indicative of the
results that may be expected for the year ended December 31, 2002.

Organization and Basis of Presentation

        The  Company was  incorporated  under the laws of the State of Nevada on
July 25, 1997.  The Company  ceased all operating  activities  during the period
from July 25, 1997 to October 20, 1999 and was considered dormant. Since October
20, 1999, the Company is in the development stage, and has not commenced planned
principal operations.

Nature of Business

        The  Company has no  products  or  services  as of March 31,  2002.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

        For the purpose of  reporting  cash flows,  the  Company  considers  all
highly liquid debt  instruments  purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.








<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
         FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                 Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                 For the three months ended March 31, 2002
                                                 -----------------------------------------
Basic Loss per Share
<S>                                           <C>                    <C>        <C>
Loss to common shareholders                   $       (1,095)        1,000,000  $            -
                                              ===============  ===============  ==============

                                                 For the three months ended March 31, 2001
                                                 -----------------------------------------
Basic Loss per Share
Loss to common shareholders                   $        (1,359)       1,000,000  $            -
                                              ===============  ===============  ==============
</TABLE>
        The effect of outstanding common stock equivalents are anti-dilutive for
March 31, 2002 and 2001 and are thus not considered.

Concentration of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.



















<PAGE>



                            GREEN OAKS CONCEPTS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
         FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (continued)
                                   (Unaudited)

NOTE 2 - INCOME TAXES

        As of March 31, 2002, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $7,000 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN

        The Company has not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 4 - COMMITMENTS

        As of March 31, 2002 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

















<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation

        This Quarterly Report contains certain forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this Quarterly Report will prove to
be accurate. In light of the significant  uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be  regarded  as a  presentation  by the  Company or any other  person  that the
objectives and plans of the Company will be achieved.

        As used herein the term "Company" refers to Green Oaks Concepts, Ltd., a
Nevada corporation and its predecessors, unless the context indicates otherwise.
The Company is currently a shell company whose purpose is to acquire  operations
through an acquisition or merger or to begin its own start-up business.

        The Company is in the process of  attempting  to identify  and acquire a
favorable business opportunity.  The Company has reviewed and evaluated a number
of business  ventures for possible  acquisition or participation by the Company.
The Company has not entered into any agreement,  nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing.  The Company  continues  to  investigate,  review,  and evaluate
business  opportunities  as they  become  available  and will seek to acquire or
become engaged in business  opportunities at such time as specific opportunities
warrant.

Results of Operations

        The Company had no sales or sales  revenues  for the three  months ended
March  31,  2002 or 2001  because  it is a shell  company  that  has not had any
business operations for the past three years.

        The Company had no costs of sales  revenues  for the three  months ended
March  31,  2002 or 2001  because  it is a shell  company  that  has not had any
business  operations for the past three years. The Company had $1,095 in general
and administrative  expenses for the three month period ended March 31, 2002 and
$1,359 for the same periods in 2001.

        The Company recorded net loss of $1,095 for the three months ended March
31, 2002 compared to $1,359 loss for the same periods in 2001.

Capital Resources and Liquidity

        At March 31, 2002,  the Company had total current assets of $0 and total
assets of $0 as  compared to $0 current  assets and $0 total  assets at December
31, 2001. The Company had a net working  capital deficit of $1,236 and $1,141 at
March 31, 2002 and December 31, 2001.

        Net  stockholders'  deficit in the  Company  was $1,236 and $1,141 as of
March 31, 2002 and December 31, 2001.



<PAGE>



                                 PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

    None.

Item 2.  Changes in Securities

    None.

Item 3.  Defaults Upon Senior Securities

    None.

Item 4.  Submission of Matters to a Vote of Security Holders.

    None.

Item 5.  Other Information

    None.

Item 6.  Exhibits and Reports on Form 8-K

     (a) EXHIBITS

     The  following  documents  are  filed  herewith  or have been  included  as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

     Exhibit No. Exhibit

     *3 Articles of Incorporation

     *3.2 Bylaws

     *3.1 Amended Articles of Incorporation

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10-QSB.

*    Incorporated   herein  by  reference   from   Registrant's   Form  10SB12G,
     Registration Statement, dated February 16, 2000.










<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,  hereunto duly
authorized.



                            Green Oaks Concepts, Ltd.
                                  (Registrant)





DATE: May 9, 2002                             By:  /s/
     ------------------                           ------------------------------
                                                Daniel L. Hodges
                                                President / CFO and Director