<PAGE>

                     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 March 31, 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 May 20, 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 ].

<PAGE>

                                      INDEX



PART I FINANCIAL INFORMATION

Item 1. Financial Statements                                                Page
                                                                            ----

     Condensed Balance Sheet at March 31, 2002 and
          December 31, 2001 (unaudited).......................................3

     Condensed Statements of Operations for the Quarter Ended
         March 31, 2002 (unaudited)...........................................4

     Condensed Statements of Cash Flows for the Three Months
         Ended March 31, 2002 (unaudited).....................................5

     Notes to Condensed Financial Statements (unaudited)......................6

Item 2. Management's Discussion and Analysis or Plan of Operation............11

PART II OTHER INFORMATION

Item 1.  Legal Proceedings...................................................17

Item 2.  Changes in Securities...............................................17

Item 3.  Defaults Upon Senior Securities.....................................17

Item 4.  Submission of Matters to a Vote of Security Holders.................17

Item 5.  Other Information...................................................17

Item 6.  Exhibits and Reports on Form 8-K....................................17

Signatures...................................................................18


                                        2

<PAGE>
<TABLE>

                                LITERARY PLAYPEN, INC.
                         (A Company in the Development Stage)
                                    BALANCE SHEETS
                   March 31, 2002 (unaudited) and December 31, 2001
<CAPTION>
                                        ASSETS
                                        ------
                                                                        December 31,
                                                        March 31, 2002      2001
                                                        -------------   -------------
<S>                                                     <C>             <C>
CASH                                                    $      3,555    $      5,391
                                                        -------------   -------------

  Total current assets                                         3,555           5,391
                                                        -------------   -------------


DEFERRED TAX ASSET (NET)                                           -               -
                                                        -------------   -------------


     Total assets                                       $      3,555    $      5,391
                                                        =============   =============



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

CURRENT LIABILITIES
Accounts payable                                        $     10,000    $      5,000
Shareholder advances                                          14,400          12,000
                                                        -------------   -------------

     Total current and total liabilities                      24,400          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           (29,285)        (17,049)
                                                        -------------   -------------

     Total shareholders' deficit                             (20,845)        (11,609)
                                                        -------------   -------------

       Total liabilities and shareholders' deficit      $      3,555    $      5,391
                                                        =============   =============


                    See Notes to the Interim Financial Statements
</TABLE>

                                        3

<PAGE>
<TABLE>

                                 LITERARY PLAYPEN, INC.
                          (A Company in the Development Stage)
                                 STATEMENT OF OPERATIONS
                  For the Three Months Ended March 31, 2002 (unaudited)

<CAPTION>
                                                             Cumulative
                                                               During
                                                             Development
                                                                Stage      March 31, 2002
                                                             -----------    -----------
<S>                                                          <C>            <C>
REVENUE                                                      $        -     $        -

OPERATING COSTS AND EXPENSES
General and administrative expenses                                 518            459
Consulting services                                               5,440              -
Investor relations                                                3,152          1,602
Filing expenses                                                   2,175          2,175
Legal and accounting expense                                     15,000          5,000
Loss on impairment of license agreement                           3,000          3,000
                                                             -----------    -----------

   Net loss before income taxes                                  29,285         12,236
                                                             -----------    -----------

Provision for income taxes                                            -              -
                                                             -----------    -----------

   Net loss                                                  $   29,285     $   12,236
                                                             ===========    ===========

Loss per common share basic and diluted                      $     0.01     $     0.00
                                                             ===========    ===========

Weighted average common shares basic and diluted              2,625,000      4,500,000
                                                             ===========    ===========

                      See Notes to the Interim Financial Statements

                                            4
</TABLE>

<PAGE>
<TABLE>

                                   LITERARY PLAYPEN, INC.
                            (A Company in the Development Stage)
                                  STATEMENTS OF CASH FLOWS
                   For the Three Months Ended March 31, 2002 (unaudited)
<CAPTION>

                                                               Cumulative
                                                                 During
                                                               Development
                                                                  Stage      March 31, 2002
                                                               ------------   ------------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $   (29,285)   $   (12,236)

     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                               10,000          5,000
         Increase in deferred tax asset                             (9,957)        (4,160)
         Increase in deferred tax valuation allowance                9,957          4,160
         Expense paid by issuance of stock                           5,440              -
                                                               ------------   ------------

     Net cash used in operating activities                         (10,845)        (4,236)
                                                               ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds received from shareholder advances                17,400          2,400
         Repayment of shareholder advances                          (3,000)             -
                                                               ------------   ------------

     Net cash provided by financing activities                      14,400          2,400
                                                               ------------   ------------

     Net increase (decrease) in cash                                 3,555         (1,836)

     Cash and cash equivalents at April 26, 2001 (inception)
       and December 31, 2001                                             -          5,391
                                                               ------------   ------------

     Cash and cash equivalents at March 31, 2002               $     3,555    $     3,555
                                                               ============   ============


SUPPLEMENTARY AND NON CASH INFORMATION:

     No amounts were actually paid for either interest or income taxes during the period
     ended March 31, 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
</TABLE>

<PAGE>

                             LITERARY PLAYPEN, INC.
                      (A Company in the Development Stage)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 March 31, 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 and stock options. 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 March 31, 2002. (See Note 3)


                                       6
<PAGE>
                             LITERARY PLAYPEN, INC.
                      (A Company in the Development Stage)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 March 31, 2002

1.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -------------------------------------------
         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.

3.       ACQUISITIONS
         ------------
         In February 2002 the Company acquired all the outstanding common stock
         of L 1 Systems, 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. As a result, 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 March 31, 2002.


                                       7
<PAGE>
                             LITERARY PLAYPEN, INC.
                      (A Company in the Development Stage)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 March 31, 2002


3.       ACQUISITIONS (CONTINUED)
         ------------------------

                  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
         March 31, 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 three
         months ended March 31, 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
         three months ended March 31, 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.




                                       8
<PAGE>
                                            LITERARY PLAYPEN, INC.
                                     (A Company in the Development Stage)
                                   NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                                March 31, 2002


3.       ACQUISITIONS (CONTINUED)
         ------------------------
<TABLE>
<CAPTION>

                                                             Historical
                                                      Literary         L 1
                                                      Playpen,       Systems,      Pro Forma      Pro Forma
                                                        Inc.           Inc.       Adjustments      Combined
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>
                          ASSETS
                          ------

     CASH                                           $     3,555    $        -0-   $        -0-   $     3,555
                                                    ------------   ------------   ------------   ------------

     DEFERRED TAX ASSET
       (Net of valuation allowance)                          -0-            -0-            -0-            -0-
                                                    ------------   ------------   ------------   ------------

     Total current and total assets                 $     3,555    $        -0-   $        -0-   $     3,555
                                                    ============   ============   ============   ============

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

     CURRENT LIABILITIES
       Accounts payable                             $    10,000    $        -0-   $        -0-   $    10,000
       Shareholders advance                              14,400             -0-            -0-        14,400
                                                    ------------   ------------   ------------   ------------

     Total current and total liabilities                 24,400             -0-            -0-        24,400
                                                    ------------   ------------   ------------   ------------

     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                                 (29,285)        (3,000)         3,000        (29,285)
                                                    ------------   ------------   ------------   ------------

     Total shareholders' deficit                        (20,845)            -0-            -0-       (20,845)
                                                    ------------   ------------   ------------   ------------

     Total liabilities and shareholders' deficit    $     3,555    $        -0-   $        -0-   $     3,555
                                                    ============   ============   ============   ============


                                                      9
</TABLE>

<PAGE>
                                            LITERARY PLAYPEN, INC.
                                     (A Company in the Development Stage)
                                   NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                                March 31, 2002
<TABLE>
<CAPTION>

3.       ACQUISITIONS (CONTINUED)
         ------------------------
                                                             Historical
                                                      Literary         L 1
                                                      Playpen,       Systems,      Pro Forma      Pro Forma
                                                        Inc.           Inc.       Adjustments      Combined
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>

     Revenue                                        $        -0-   $        -0-   $        -0-   $        -0-

     General and administrative expenses                    459             -0-            -0-           459
     Investor relations                                   1,602             -0-            -0-         1,602
     Legal and accounting expenses                        7,175             -0-            -0-         7,175
     Loss on impairment of license agreement              3,000             -0-            -0-         3,000
                                                    ------------   ------------   ------------   ------------

     Net loss before income taxes                        12,236             -0-            -0-        12,236
                                                    ------------   ------------   ------------   ------------

     Provision for income taxes                              -0-            -0-            -0-            -0-
                                                    ------------   ------------   ------------   ------------

     Net loss                                       $    12,236    $        -0-   $        -0-   $    12,236
                                                    ============   ============   ============   ============

     Loss per common share basic and diluted
                                                    $      0.00    $      0.00    $      0.00    $      0.00
                                                    ============   ============   ============   ============


                                                      10
</TABLE>


<PAGE>

                             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 a minimum of $490,000, up to a maximum
of $10,500,000 by offering a minimum of 140,000 Shares and a maximum of
3,000,000 shares of its Common Stock, at a price of $3.50 per Share, 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 LPI's 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.

Sidney Sheldon, one of the top best-selling contemporary authors of our time,
has massive international appeal as the current Guinness Book of World Records
"Most Translated Author" and is responsible for sales of 300 million books. LPI
is also currently in contact with other top literary agents, publishing houses,
and writers to obtain additional content.

LPI intends to create a series of online interactive video games and believes
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.

The video game industry is currently the fastest growing segment of
entertainment. For the first time in history, in 2000, annual video game
industry revenues exceeded annual movie box office receipts. In that year, 219
million video games sold, an average of almost two games for every American
household.

LPI has a strong technical foundation to develop the games proposed in this
Summary. The professional technical background of LPI's 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.

LPI's 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.

                                        11

<PAGE>

LPI's 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.

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

                                       12

<PAGE>

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.

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.

                                       13

<PAGE>

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 LPI's 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.

Patents And Proprietary Rights

Literary Playpen intends to pursue a policy of obtaining patent protection for
patentable subject matter in its proprietary technology. There can be no
assurance, however, that any such patent applications will issue as patents, or
that any patent which may be issued will provide a preferred position with
respect to the technology or products it covers.

Although Literary Playpen intends to pursue patent protection, significant legal
issues remain as to the extent to which patent protection may be afforded, in
both the United States and foreign countries. Therefore, Literary Playpen also
intends to rely upon trade secrets, know-how and continuing technological
advancement to develop and maintain its competitive position. Disclosure of the
Company's know-how is generally protected under confidentiality agreements.
There can be no assurance, however, that all confidentiality agreements will be
honored, that third parties will not develop equivalent technology
independently, that disputes will not arise as to the ownership of technical
information or that wrongful disclosure of Literary Playpen's trade secrets will
not occur.

                                       14

<PAGE>

Certain products and processes important to Literary Playpen may be subject, in
the future, to patent protection obtained by others. Interactive entertainment
and its underlying technologies are developing rapidly. Because many patent
applications have been filed in this field in recent years, the scope that
courts will give to the claims of patents issued from such applications and the
nature of these claims cannot be predicted. It is premature to predict what
general trend, if any, will emerge as to the breadth of allowed claims for
products and related uses. The allowance of broader claims may increase the
incidence and cost of interference proceedings at the United States Patent and
Trademark Office and the risk of infringement litigation. A policy of allowing
narrower claims, conversely, could limit the value of Literary Playpen's
proprietary rights under its patents. It is possible that Patent and Trademark
Office interference proceedings will occur with respect to a number of Literary
Playpen's patent applications or issued patents. It is also likely that subject
matter patented by others will be required by Literary Playpen to research,
develop, or commercialize at least some of Literary Playpen's proposed products.
No assurance can be given that licenses under any such patent rights of others
will be made available on acceptable terms.



Literary Playpen Technology and Development

We have been researching interactive literature for over a year in preparation
for the full-scale implementation of this new literary form.

At its heart, interactive literature consists of several database structures.
Some of these structures are simply the text of the storylines. Some structures
allow personalization for readers to do things like back up to past decisions to
resume the story based on changes in those decisions. The software that allows
the text to be read on PDA's exists today, as evidenced by a slew of "eBook"
developers. eBooks are simply the books' texts put in readable form on Palm and
PocketPC. The growing popularity of eBooks is a potential bellwether to the
success of interactive literature on these platforms. Approximately 80% of
cellular telephones today support a technology called "SMS messaging." This
technology is generally used to make the cell phone act as an alphanumeric
pager. LPI intends to use this largely unknown (to consumers) but
extraordinarily popular technology to enable interactive literature on cell
phones, circumventing many of the costs and delays present gaining distribution
on web-enabled cell phone networks. The key to LPI's proposed products rests on
the text itself, not the technology behind it. Simplicity of technological
design has been the driving force in LPI's development.

Just as special effects can only do so much for a feature motion picture, the
same goes for interactive literature. The quality of the story, the surprise
twists, the interesting text that only a quality writer, such as Sidney Sheldon,
can create are the key to the success of LPI's proposed products.

Sidney Sheldon, with LPI staff, has created five interactive works of great
subtlety and innovation, ready for placement on the streamlined structure of LPI
technology.

Competition

To our knowledge, there are no direct competitors attempting the development of
a new, interactive form of literature. However, there is an individual, named
Demian Katz, who publishes a similar, non-computer-driven product under the name
"Choose Your Own Adventure," which has been in existence since 1979.

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<PAGE>

These proposed products consist of books in which one reads to a certain point,
then chooses a direction at set story points. Based on the reader's choice, they
are directed to jump to a specific page number and continue reading. The story
at these new pages is different than if one had made a different jump.

Considering that these products, (1) have been in the marketplace for more than
three decades without major distribution, (2) do not have content from authors
of significance, (3) are targeted towards the science-fiction and fantasy genre,
and, most importantly, have never to our knowledge been created in a
computer-based or wireless format, we feel they are not competitive with
Literary Playpen's proposed products.

While Literary Playpen does not consider Katz's product to be direct
competition, competition may come from video game products based on best-selling
book titles and scenario, such as "Tom Clancy's Rainbow Six." In general, these
games loosely follow the storyline but focus more on the "arcade" or "shooter"
aspect of the content for the gameplay.

There is also potential competition from video game companies, such as
Activision and Electronic Arts, traditional publishing companies, such as Warner
Books and Simon & Schuster, other companies seeking convergence of electronic
media and literature, such as eBooks, and an unknown number of programmers
working in garages and small companies.

EMPLOYEES

         The Company has only two employees at the present time: Jesse Sackman,
the Company's Chairman, President and Chief Executive Officer; and Roberto
Crawford, the Company's Chief Financial Officer. The Company does not
contemplate hiring anyone until the Company has been funded and operations have
commenced.



                                       16

<PAGE>

                            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

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<PAGE>

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

         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: June 19, 2002




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