U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB/A





(Mark One)



[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2002



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______________ to _______________



Commission File Number 0-29519







LITERARY PLAYPEN, INC.

F/k/a CLUSONE ACQUISITION CORP.

(Name of Small Business Issuer in its charter)







Delaware

33-0889194



(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)





1495 Ridgeview Drive, Suite 220

Reno, Nevada

89509

(Address or principal executive offices)

(Zip Code)





Issuer's telephone number (775) 827-6300





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 [ ].





As of August 14, 2002, the Company had 5,500,000 shares of its $.001 par value common stock issued and outstanding.





Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ].



























INDEX







PART I FINANCIAL INFORMATION



Item 1. Financial Statements

Page



Condensed Balance Sheet at June 30, 2002 and December 31, 2001 (unaudited)

3



Condensed Statements of Operations for the Six and Three Months Ended June 30, 2002 (unaudited)

4



Condensed Statements of Cash Flows for the Six Months Ended June 30, 2002 (unaudited)

5



Notes to Condensed Financial Statements (unaudited)

6



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

10



PART II OTHER INFORMATION



Item 1.  Legal Proceedings

13



Item 2.  Changes in Securities

13



Item 3.  Defaults Upon Senior Securities

13



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

13



Item 5.  Other Information

13



Item 6.  Exhibits and Reports on Form 8-K

13



Signatures

14













































2



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

BALANCE SHEETS

June 30, 2002 (unaudited) and December 31, 2001





ASSETS





December 31,

June 30, 2002

2001



CASH

$

5,073

$

5,391





Total current assets

5,073

5,391



DEFERRED TAX ASSET (NET)

-

-



Total assets

$

5,073

$

5,391







LIABILITIES AND SHAREHOLDERS' DEFICIT





CURRENT LIABILITIES

Accounts payable

$

20,000

$

5,000

Shareholder advances

17,400

12,000



Total current and total liabilities

37,400

17,000



COMMITMENTS AND CONTINGENCIES



SHAREHOLDERS' DEFICIT

Preferred stock, $.001 par value, 10,000,000 shares

authorized and none issued and outstanding

Common stock, $.001 par value, 20,000,000 shares

authorized, 5,500,000 and 2,500,000 shares



issued and outstanding

5,500

2,500

Additional paid-in-capital

2,940

2,940

Deficit accumulated during the development stage

(40,767)

(17,049)



Total shareholders' deficit

(32,327)

(11,609)



Total liabilities and shareholders' deficit

$

5,073

$

5,391

















See Notes to the Interim Financial Statements



3



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENT OF OPERATIONS

For the Six and Three Months Ended June 30, 2002 (unaudited)







Cumulative



During

Six Months

Three Months



Development

Ended

Ended



Stage

June 30, 2002

June 30, 2002





REVENUE

$

-

$

-

$

-



OPERATING COSTS AND EXPENSES

General and administrative expenses

(2,000)

(1,941)

(1,482)

Consulting services

(5,440)

-

-

Investor relations

(3,152)

(1,602)

-

Filing expenses

(2,175)

(2,175)

-

Legal and accounting expense

(25,000)

(15,000)

(10,000)

Loss on impairment of license agreement

(3,000)

(3,000)

-



Net loss before income taxes

(40,767)

(23,718)

(11,482)



Provision for income taxes

-

-

-



Net loss

$

(40,767)

$

(23,718)

$

(11,482)



Loss per common share basic and diluted

$

(0.01)

$

(0.00)

$

(0.00)



Weighted average common shares basic and diluted

3,200,000

5,000,000

5,500,000















































See Notes to the Interim Financial Statements



4



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2002 (unaudited)







Cumulative



During



Development



Stage

June 30, 2002



CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(40,767)

$

(23,718)



Adjustments to reconcile net loss to net cash used in operating activities:

Loss on impairment of license agreement

3,000

3,000

Increase in accounts payable

20,000

15,000

Increase in deferred tax asset

(13,861)

(8,064)

Increase in deferred tax valuation allowance

13,861

8,064

Expense paid by issuance of stock

5,440

-



Net cash used in operating activities

(12,327)

(5,718)



CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds received from shareholder advances

20,400

5,400

Repayment of shareholder advances

(3,000)

-



Net cash provided by financing activities

17,400

5,400



Net increase (decrease) in cash

5,073

(318)



Cash and cash equivalents at April 26, 2001 (inception) and December 31, 2001

-

5,391



Cash and cash equivalents at June 30, 2002

$

5,073

$

5,073





SUPPLEMENTARY AND NON-CASH INFORMATION:



No amounts were actually paid for either interest or income taxes during the period ended June 30, 2002.



In February 2002 the Company issued 3,000,000 shares of its common stock for the purchase of L1 Systems, Inc.

























See Notes to the Interim Financial Statements



5



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2002



1.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Literary Playpen, Inc. (the "Company") have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In management's opinion all adjustments necessary for a fair presentation of the results for interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in  the most recent audited financial statements of the Company, such as  significant accounting policies. Management presumes that users of the interim statements have read or have access to the  audited financial statements and notes thereto included in the Company's most recent annual report on Form 10KSB.



LICENSE AGREEMENT

The license agreement represents the par value of the stock tendered at the date of acquisition, since the agreement was the only asset that the acquiree owned. The Company accounts for intangibles in accordance with Statement of Financial Accounting Standard (SFAS) No. 142. Because of its indefinite life, the license agreement was not amortized, but has been tested for impairment. According to SFAS 142, the intangible's carrying value is to be reduced by a charge to income if the fair value is lower than the carrying value. The carrying value of the license agreement has been written down to zero at June 30, 2002. (See Note 3)



NEW PRONOUNCEMENTS

In May 2002 the Financial Accounting Standards Board (FASB) issued  SFAS 145 Rescission of FASB Statements No. 4, 44, and 64, Amendment  of FASB Statement No. 13, and Technical Corrections. This  pronouncement requires that gains or losses arising from an early extinguishment of debt that are part of a companys recurring  operations (i.e, a risk management strategy) would not be reported  as extraordinary items. The statement also provides that modifications to a capital lease that make it an operating lease be accounted for as a sale-leaseback. Management feels that the early adoption of SFAS  No. 145 has not had a material effect on the financial results.



GOING CONCERN

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in the development stage, and existing cash, other material assets, and available credit are insufficient to fund the Company's cash flow needs for the next year. Their ability to continue as a going concern is dependent on their ability to generate revenues or raise funds through sale of their equity securities for use in administrative, marketing, research and development activities. The Company is planning to raise $1,500,000 to $2,000,000 through a private placement that is to be completed in 2002.



2.

CAPITAL STOCK

In February 2002 the Company issued 3,000,000 shares of its common stock for all the outstanding stock of L 1 Systems, Inc.



















6

3.

ACQUISITIONS

In February 2002 the Company acquired all the outstanding common stock of L 1 Systems, Inc., a related party. All of the directors of L1  Systems, Inc. were also directors of Literary Playpen, Inc. For  accounting purposes, the acquisition was treated as a purchase.  The Company issued 3,000,000 shares of its common stock with a par  value of $.001, for all the outstanding stock of L 1 Systems, Inc.  (See Note 2). As there is no market at this time for the stock of the Company or L 1 Systems, Inc., the fair value of the purchase is the par value of the stock given ($3,000). L 1 Systems, Inc., has only one asset: a license agreement, and the par value of the stock has been assigned to the license agreement. Management of the Company has ascertained that the carrying value of the agreement may not be recoverable as no future cash flows from the agreement can be projected. Management considers this asset to be 100% impaired as of June 30, 2002.



License agreement

$

3,000

Loss on impairment

(3,000)



Net carrying value

$

-0-



The accompanying presentation is prepared for the pro forma information detailing the acquisition of L 1 Systems, Inc., and the Company.



The unaudited pro forma combined financial statements' information at June 30, 2002, is based upon the historical financial statements of the Company and L 1 Systems, Inc., and has been prepared to illustrate the acquisition of L 1 Systems.



The unaudited pro forma combined statement of operations for the six months ended June 30, 2002, gives effect to the transaction described above as if the transaction had been completed at the beginning of the fiscal year (January 1, 2002). It is based on the separate historical statements of operations of the Company and L 1 Systems, Inc., for the six months ended June 30, 2002.



The pro forma adjustments eliminated the common stock outstanding and the results of operations for L 1 Systems, Inc., for the periods before the merger.























































7



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2002





3.

ACQUISITIONS (CONTINUED)





Historical



Literary

L 1



Playpen,

Systems,

Pro Forma

Pro Forma



Inc.

Inc.

Adjustments

Combined





ASSETS



CASH

$

5,073

$

-0-

$

-0-

$

5,073



DEFERRED TAX ASSET

(Net of valuation allowance)

-0-

-0-

-0-

-0-



Total current and total assets

$

5,073

$

-0-

$

-0-

$

5,073





LIABILITIES AND SHAREHOLDERS' DEFICIT



CURRENT LIABILITIES

Accounts payable

$

20,000

$

-0-

$

-0-

$

20,000

Shareholders advance

17,400

-0-

-0-

17,400



Total current and total liabilities

37,400

-0-

-0-

37,400



SHAREHOLDERS' DEFICIT

Preferred stock

-0-

-0-

-0-

-0-

Common stock

5,500

3,000

(3,000)

5,500

Additional paid in capital

2,940

-0-

-0-

2,940

Retained deficit

(40,767)

(3,000)

3,000

(40,767)



Total shareholders' deficit

(32,327)

-0-

-0-

(32,327)



Total liabilities and shareholders' deficit

$

5,073

$

-0-

$

-0-

$

5,073





































8



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2002







3.

ACQUISITIONS (CONTINUED)



Historical



Literary

L 1



Playpen,

Systems,

Pro Forma

Pro Forma



Inc.

Inc.

Adjustments

Combined





Revenue

$

-0-

$

-0-

$

-0-

$

-0-



General and administrative expenses

1,941

-0-

-0-

1,941

Filing Expenses

2,175

-0-

-0-

2,175

Investor relations

1,602

-0-

-0-

1,602

Legal and accounting expenses

15,000

-0-

-0-

15,000

Loss on impairment of license agreement

3,000

-0-

-0-

3,000



Net loss before income taxes

23,718

-0-

-0-

23,718



Provision for income taxes

-0-

-0-

-0-

-0-



Net loss

$

23,718

$

-0-

$

-0-

$

23,718



Loss per common share basic and diluted

$

0.00

$

0.00

$

0.00

$

0.00







4.

RELATED PARTY TRANSACTIONS



In February 2002 the Company acquired all the outstanding common stock of L 1 Systems, Inc., a related party. All of the directors of L1  Systems, Inc. were also directors of Literary Playpen, Inc. The Company  issued 3,000,000 shares of its common stock with a par Value of $.001,  for all the outstanding stock of L 1 Systems, Inc. (See Note 3).



















































9

LITERARY PLAYPEN, INC.

(A Company in the Development Stage)



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The Company is classified as a development stage company because its principal activities involve seeking to develop business activities.



Management is seeking to raise up to a maximum of $10,000,000 by offering to accredited investors only, an as yet undetermined number of  shares of our restricted Common Stock, all pursuant to Regulation D, Rule 506. We are an entertainment company that owns rights to literary content by the  author Sidney Sheldon. The target use for our technology is a series of  wireless and PC-based video games intended to form a new literary art form.



We intend to develop and market a series of online and wireless interactive  products, which merge contemporary best-selling fiction by top-tier writers, such as our largest shareholder Sidney Sheldon, with fast-emerging  communication and interactive media to create a new literary entertainment  form, distributed by existing wireless networks and as CDROMs in book jackets of best-selling published works.



We intend to create a series of online interactive video games and believe  that these proposed products may enjoy large-scale distribution through  enclosure of a CDROM in the book jacket of published books by writers who  have licensed content to LPI.



We have a strong technical foundation to develop the games proposed in this Summary.  The professional technical background of our founder/CEO in computer game development and the Internet and wireless infrastructure necessary for large-scale game deployment of the type described in this summary spans almost the entirety of the existence of personal computers, just four years less than Bill Gates.  Adding to the CEOs impressive ability to produce these  breakthrough games, our President spent the last seven years developing and  marketing products for the PC and all major console platforms such as the Sony PlayStation and Playstation 2, Nintendo 64, Microsoft Xbox and Nintendo  Gamecube in Vice-Presidential and Directorial positions for interactive video game publishers Crave Entertainment Inc. and Interplay.



Our strategy uniquely combines our technical expertise in the development of  game and wireless technology, leveraged with high-end literary content, as a unique distribution channel into a new realm of interactive media. We believe that national and international distribution is possible, based on distribution of current best-selling works of fiction by top-tier writers, such as  Sidney Sheldon.



Our strategy seeks to place our proposed products at the forefront of two  rapidly growing technologies (wireless communication and interactive video gaming) while capitalizing on the well-established brand/name awareness and  distribution channels of the literary world.



Description of Interactive Literature



Just about every facet of life has become interactive since the development of inexpensive computers began in the mid-1970s.  People are used to calling using automated telephone systems to check their bank balances rather going to the bank.  Weather reports, specific to ones ZIP code, are readily available on the Internet.  Voice-mail, e-mail, and chat have replaced many forms of  human interaction.



However, the telling of stories remains a one-way proposition.  The writer  tells the story and the reader reads it.  A film director creates a movie  and the audience watches it.  The only interactivity to be found is in  chatting online with others about the story.



There is a form of interactive storytelling as old as the computer itself. Back in the 1950s, the first adventure game (now called  role-playing games or RPGs) was created, allowing the player to make  choices and live or die, succeed or fail, based on those choices.  However, RPGs are very unsophisticated in story structure, relying more on a Dungeons and Dragons action appeal to their mostly male, mostly teen audience.







10

Since the history of man has shown that storytelling adapts to whatever  technology is developed (printing, television, etc.) and the technology of  today is interactive media, the management of LPI believes that literature  will make its way to interactivity.



Unlike RPGs, which depend on problem-solving encounters to create stories,  interactive literature works from the literature itself.  When one reads  a book, one wants interesting story and character, not crossword puzzles.



Interactive literature enables the reader to interact with the characters  in literature and help shape the outcome of the story. As the story unfolds, the reader will be presented with paragraphs, pages, chapters or narrative.  At the end of a segment of text, the reader is presented with choices their  character might make. These choices branch to new segments of text and new  avenues of storyline developed by the author of the story. We intend to base  these interactive stories on top-tier, best selling fiction.



Market



The video game industry is currently the fastest growing segment of  entertainment.   Despite the increasing bear market, one industry  --- interactive game development --- has thrived, growing at an annual rate of 14.9% in the last two years, twice that of the U.S. economy (source: July, 2001 report by the Interactive Digital Software Association [IDSA]).



According to a study by Peter D. Hart Research Associates, 60% of the U.S.  population (145 million Americans) regularly plays video games, accounting for  revenues of $6.1 billion last year.  Computer-industry analysts IDG predict  game software sales in the U.S. and Europe to exceed $14.9 billion in 2002.   Strong growth is projected to continue for the interactive entertainment  category as new hardware platforms, such as the Sony PlayStation 2, Nintendos Gamecube and Microsofts Xbox are launched, on-line gaming via the Internet  grows and wireless technologies continue to develop.



In the realm of wireless technology, as web-based cellular telephones and  handheld organizers, PDAs (Personal Digital Assistants) have become ubiquitous; the video game market is poised to strongly capitalize on that technology as  well.  Within the computer industry, development and implementation of wireless infrastructure is the fastest growing segment.



LPIs strategy combines the relatively inexpensive development of wireless  game technology, leveraged with high-end literary content, as a basis for  seeking to develop a new realm of interactive video gaming, leading to the  convergence of literature and new media.



Short Term Goal

We intend that, during the lengthier development cycle of the PC-based game, a series of relatively easy to develop text-based wireless games will be  regularly released for cellular phones in North America and,  potentially, abroad.



The first wireless games may be targeted at the teen and young woman  demographics (possibly released in Japan), as that is one of  Sidney Sheldons prime demographics. Japan has 45% cellular phone  usage and a standardized wireless system. A standardized system  simplifies development of the software.



Long Term Goal

Even though the initial development is based on wireless (because it has a fast production cycle), the wireless market is booming.  If the wireless  products we propose to produce during the short-term period are successful, their production will likely continue and expand.



Over the first two-years of the development cycle, we seek to develop a  role-playing game based on, and to be distributed with, a current hardcover  release. These games, to be played on personal computers and game consoles,  are expected to be far more sophisticated in design and more far-reaching in possibilities.



We anticipate the PC game will present players with the option of choosing  which character from the book they wish to portray.  That player then gets matched up with other players portraying other characters.  Of course, many players will wish to play the same characters, so we intend to implement  existing matching technology, which more or less allows people to join in until there is no more room and it closes off that particular session of  the game.  When players claim one games characters, a new game will commence. Thus, many versions of a particular book will be played simultaneously,  allowing many players to be the lead characters.



11

Just as the text-based wireless game presented a scenario and allowed the  player to interact with the objects in that scenario, the PC-based version  does the same, but in a 3-D, first-person perspective, similar to so many  shooter games today, such as Quake.



Literally, players will be in their favorite books, exploring, interacting with players from around the world, changing the story as they go.  They can re-read the same book dozens of times, with a different result every time. They can also re-read the same book as a different character.  Or, they can  go in just to wreak havoc if they wish.  As the Literary Playpen library  expands, readers can portray characters in multiple books by multiple authors.



Market Potential



The general consensus of the computer, video gaming and information technology industries is that the next big boom in the U.S. economy will be sales of  wireless products.  We expect that our proposed products will be at the  forefront of that wave.



According to the Spring 2001 Ownership Report from Statistical Research, Inc., 15% of U.S. households have web-enabled cellular telephones or PDAs.  In  households with annual income of $50,000 or more, the percentage rises to 26%.



Dataquests Gartner Group shows that more than 10 million PDAs were sold  worldwide last year, and is anticipated to grow even more in light of  Microsofts release of the PocketPC 2002 operating system.  Sales are  expected to be about 16 million in 2002 and 23 million in 2003.



Every major electronics manufacturer --- Sony, Samsung, Compaq, Hitachi,  Psion, and of course, Palm --- has set the PDA and web-enabled cell phone as  their highest development priority, such is their concern with getting in on  this potentially explosive market.



With a virtual desert of entertainment content for these millions of PDAs,  LPI believes the market is ripe for exceptional content with name-awareness,  such as that of Sidney Sheldon, not just in the U.S., but worldwide.



When LPIs largest shareholder, Sidney Sheldon, publishes a new hard cover  title, it typically generates 600,000 sales in the U.S. and two million sales worldwide.  Mr. Sheldon is preparing two books for simultaneous publication  during the Christmas season of 2002.  One of those titles is his memoirs,  which his publishers and LPI management believe will generate  larger-than-typical sales.















































12

PART II OTHER INFORMATION



Item 1.

Legal Proceedings



There are no legal proceedings against the Company and the Company is unaware of proceedings contemplated against it.



Item 2.

Changes in Securities



None.



Item 3.

Defaults Upon Senior Securities



None.



Item 4.

Submission of Matters to a Vote of Security Holders

On October 18, 2001, the Registrant entered into a Securities Purchase Agreement and Plan of Reorganization ("Agreement"), which was approved unanimously by the shareholders, whereby it agreed to issue 2,000,000 shares of its restricted Common Stock, par value $.001, in exchange for 100% of the total outstanding shares of Literary Playpen, Inc., a Nevada corporation engaged in the literary games software development business. All conditions and terms of the Agreement were satisfied, and the transaction closed on December 31, 2001.



On January 24, 2002, our board of directors adopted resolutions proposing and declaring advisable an amendment to our certificate of incorporation to give effect to a change of our name to "Literary Playpen, Inc."



On January 25, 2002, the amendment was adopted by the written consent of holders of a majority of the issued and outstanding shares of our common stock entitled to vote thereon in accordance with Section 228 of the General Corporation Law of the State of Delaware. Our board of directors decided to obtain the written consent of holders of a majority of the outstanding common stock entitled to vote on the amendment in order to eliminate the cost and delay involved in holding a special meeting of our stockholders and in order to amend our certificate of incorporation in a timely manner.





Item 5.

Other Information



There is no other information deemed material by management for disclosure herein.





Item 6.

Exhibits and Reports on Form 8-K



(a)

Exhibits



3.1

Certificate of Incorporation of the Company (1)



3.2

Bylaws of the Company (1)



4.1

Specimen of Common Stock Certificate (1)



10.1

[Form of] Indemnity Agreement. (1)



(1)

Previously filed as an exhibit to the Company's Registration Statement on Form 10-SB with the Commission on February 15, 2000.



(b)

Reports on Form 8-K



Form 8-K filed on January 15, 2002 reporting a Change in Control of the registrant as of December 31, 2001.





13

Form 8-K/A filed on March 6, 2002 amending the Form 8-K filed on January 15, 2002 reporting a Change in Control of the registrant as of December 31, 2001 and including Financial Statements and Pro Forma Financial Statements.



Form 8-K filed on February 14, 2002 reporting a Change in Control of the registrant as of January 30, 2002.



Form 8-K/A filed on March 18, 2002 amending the Form 8-K filed on February 14, 2002 reporting a Change in Control of the registrant as of January 30, 2002 and including Financial Statements and Pro Forma Financial Statements.





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.





LITERARY PLAYPEN, INC.

(A Company in the Development Stage)





By: /s/ Jesse A. Sackman

Jesse A. Sackman

Chief Executive Officer





By: /s/ Roberto Crawford

Roberto Crawford

Chief Financial Officer





Dated: August 14, 2002

















































14