SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 SEPTEMBER 30, 2002

         [ ]      Transition report under Section 13 or 15(d) of the Exchange
                  Act

                  For the transition period from __________ to __________


Commission file number 0-29489


                                MALACOLOGY, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            NEVADA                                              33-0850627
-------------------------------                            -------------------
(State or Other Jurisdiction of                               (IRS Employer
 Incorporation or Organization)                            Identification No.)

                        1101 Channelside Drive, Suite 241
                              Tampa, Florida 33602
                      ------------------------------------
                    (Address of Principal Executive Offices)


                                 (813) 864-3900
                 ----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


                                       N/A
              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          If changed since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 13, 2002
there were 1,000,000 shares of common stock issued and outstanding, par value
$0.001, and no shares of preferred stock are issued and outstanding.

<PAGE>

                                MALACOLOGY, INC.

                                      INDEX
                                                                          Page

Part I   Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 2002
         (unaudited) and December 31, 2001                                  3

         Consolidated Statements of Operations for the three and
         nine months ended September 30, 2002 and 2001, and for
         the period from inception, April 9, 1998, through
         September 30, 2002 (unaudited)                                     4

         Consolidated Statements of Cash Flows for the nine
         months ended September 30, 2002 and 2001, and for the
         period from inception, April 9, 1998, through September
         30, 2002 (unaudited) 5 Notes to consolidated financial
         statements                                                       6-9

Item 2.  Management's Discussion and Analysis or Plan of Operation         10

Item 3.  Controls & Procedures                                             13

Part II  Other Information                                                 14

Item 1.  Legal Proceedings                                                 14

Item 2.  Changes in Securities                                             14

Item 3.  Defaults Upon Senior Securities                                   14

Item 4.  Submission of Matters to a Vote of Security Holders               14

Item 5.  Other Information                                                 14

Item 6.  Exhibits and Reports on Form 8-K                                  14

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                           Consolidated Balance Sheets

ASSETS
                                                                                  Sept 30, 2002     December 31, 2001
                                                                                   (unaudited)
                                                                                  -------------      --------------
<S>                                                                               <C>                <C>
Cash                                                                              $           -      $        7,145
Other current assets                                                                          -              17,130
                                                                                  -------------      --------------
           Total current assets                                                               -              24,275

Equipment, net of accumulated depreciation of $480 and $0, respectively                   1,443               1,923
                                                                                  -------------      --------------
           Total assets                                                           $       1,443      $       26,198
                                                                                  =============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accrued expenses                                                                  $     239,880      $            -
Advances from officer                                                                   145,116             123,740
Convertible notes payable                                                                10,250              11,475
                                                                                  -------------      --------------
           Total current liabilities                                                    395,246             135,215
                                                                                  -------------      --------------
Convertible notes payable                                                               150,000             100,000
                                                                                  -------------      --------------
           Total liabilities                                                            545,246             235,215
                                                                                  -------------      --------------

Stockholders' equity (deficit)
   Preferred stock, $0.001 par value; 2,000,000 shares
     authorized; no shares issued and outstanding                                             -                   -
   Common stock, $0.001 par value; 20,000,000 shares
     authorized; 1,000,000 shares issued and outstanding                                  1,000               1,000
   Deficit accumulated during the development stage                                    (544,803)           (210,017)
                                                                                  -------------      --------------
           Total stockholders' equity (deficit)                                        (543,803)           (209,017)
                                                                                  -------------      --------------
           Total liabilities and stockholders' equity (deficit)                   $       1,443      $       26,198
                                                                                  =============      ==============


                          See accompanying notes to consolidated financial statements

                                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        MALACOLOGY, INC.
                                                (A Development Stage Enterprise)

                                              Consolidated Statements of Operations
                                                           (Unaudited)


                                                                                                             Period From
                                                                                                              Inception
                                                      Three Months                    Nine Months           April 9, 1998
                                                         Ended                           Ended                 Through
                                                        Sept 30,                        Sept 30,               Sept 30,
                                                  2002            2001            2002           2001            2002
                                              ----------      ----------      -----------     ---------      -----------
<S>                                           <C>             <C>             <C>             <C>            <C>
Consulting fees                               $        -      $        -      $   (87,871)    $       -      $  (244,447)

General and administrative expenses              (76,018)           (367)        (308,126)       (2,292)        (367,984)
                                              ----------      ----------      -----------     ---------      -----------

Loss before extraordinary item                $  (76,018)     $     (367)     $  (395,997)    $  (2,292)     $  (612,431)

Extraordinary items:

Lawsuit settlement (note 5)                       (5,000)                          (5,000)                        (5,000)

Gain on forgiveness of related party
  payable (note 3)                                66,212               -           66,212             -           72,669
                                              ----------      ----------      -----------     ---------      -----------

Net loss                                      $  (14,806)     $     (367)     $  (334,785)    $  (2,292)     $  (544,802)
                                              ==========      ==========      ===========     =========      ===========
Weighted average number of common
  Shares outstanding                           1,000,000       1,000,000        1,000,000     1,000,000        1,000,000
                                              ==========      ==========      ===========     =========      ===========

Net loss per share                            $    (0.01)     $    (0.00)     $     (0.33)    $   (0.00)     $     (0.54)
                                              ==========      ==========      ===========     =========      ===========


                               See accompanying notes to consolidated financial statements

                                                           4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                                     Period From
                                                                                                     Inception,
                                                            Nine Months         Nine Months         April 9, 1998,
                                                               Ended               Ended               Through
                                                              Sept 30,            Sept 30,             Sept 30,
                                                                2002                2001                 2002
                                                          ---------------    ----------------     -----------------
<S>                                                       <C>                <C>                  <C>
Cash flows from operating activities
   Net loss                                               $      (334,786)   $         (2,292)    $        (544,803)
   Adjustments to reconcile net loss to net cash
     used by operating activities
        Depreciation expense                                          480                   -                   480
        Issuance of common stock for services                           -                   -                 1,000
        Decrease in other current assets                           17,130                   -                     -
        Increase in accrued expenses                              239,880                   -               239,880
        Increase in payable to
            related party                                               -               2,292                     -
                                                          ---------------    ----------------     -----------------
               Net cash used by operating
                 activities                                       (77,296)                  -              (303,443)
                                                          ---------------    ----------------     -----------------
Cash flows from investing activities
  Acquisition of equipment                                              -                   -                (1,923)
                                                          ---------------    ----------------     -----------------
Cash flows from financing activities
   Advances from officer                                           21,376                   -               145,116
   Convertible debentures redeemed (note 4)                        (1,225)                  -                     -
   Proceeds from convertible notes payable                         50,000                   -               160,250
                                                          ---------------    ----------------     -----------------
               Net cash provided by financing
                 activities                                        70,151                   -               305,366
                                                          ---------------    ----------------     -----------------
Net (decrease) in cash                                             (7,145)                  -                     -

Cash, beginning of period                                           7,145                   -                     -
                                                          ---------------    ----------------     -----------------
Cash, end of period                                       $             -    $              -     $               -
                                                          ===============    ================     =================
Supplemental disclosure of cash flow information:

   Cash paid during the period for:
      Interest                                            $            39    $              -     $              39
                                                          ===============    ================     =================
      Income taxes                                        $             -    $              -     $               -
                                                          ===============    ================     =================


                                See accompanying notes to consolidated financial statements

                                                             5
</TABLE>
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

1.       Basis of Presentation,  Capital Structure,  and Significant  Accounting
         Policies

         Basis of Presentation

         Malacology,  Inc. (A Development  Stage Enterprise) (the "Company") was
         incorporated  on April 9, 1998  under the laws of the State of  Nevada.
         The Company intends to develop operating opportunities through business
         combinations  or mergers.  To date,  the Company has not  conducted any
         significant  operations,  and its activities have focused  primarily on
         organizational  efforts,  corporate  compliance  matters  and  locating
         potential  merger  candidates.  Since the Company has not yet commenced
         any principal operations,  and has not yet earned significant revenues,
         the Company is considered to be a  development  stage  enterprise as of
         September 30, 2002.

         West Wing Holdings Acquisitions, Inc. ("West Wing") was incorporated in
         the State of Florida on December 14, 2001 as a wholly owned  subsidiary
         of the  Company.  West Wing was formed with the  objective of providing
         value added,  low cost  telecommunication  services in foreign markets.
         West Wing conducted no operations to date, and is a non-operating shell
         company. On October 4, 2002, West Wing was  administratively  dissolved
         by the State of Florida.

         The accompanying consolidated financial statements include the accounts
         of the Company and West Wing from the date of its formation.

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America for interim financial  information and the
         instructions to Form 10-QSB.  Accordingly,  they do not include all the
         information and footnotes required by accounting  principles  generally
         accepted  in the  United  States  of  America  for  complete  financial
         statements.  In  the  opinion  of  management,  the  interim  financial
         statements  include all  adjustments  considered  necessary  for a fair
         presentation of the Company's financial position, results of operations
         and cash flows for the three months and nine months ended September 30,
         2002. These statements are not necessarily indicative of the results to
         be expected for the full fiscal year. These  statements  should be read
         in conjunction with the financial statements and notes thereto included
         in the  Company's  Form 10-KSB for the year ended  December 31, 2001 as
         filed with the Securities and Exchange Commission.

                                       6
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

1.       Basis of Presentation,  Capital Structure,  and Significant  Accounting
         Policies (continued)

         Capital Structure

         On April 10,  1998,  the  Company's  Board of  Directors  approved  the
         issuance of 1,000,000 shares of common stock to the Company's  founders
         for services which were valued at a nominal amount  approximating  fair
         value ($1,000  recorded as general and  administrative  expenses in the
         accompanying statement of operations).  Of these shares, 824,500 shares
         were issued to two  officers  of the  Company,  and as of December  31,
         2000, such shares were owned by one officer.

         In October 2001,  the  Company's  then  majority  stockholder  and sole
         officer and  director  and one other  former  stockholder  sold 970,000
         shares  of  the   Company's   common  stock  to  Contract   Consultants
         International,  Inc.  ("CCI")  for cash of  $25,000.  CCI sold the same
         970,000 shares of the Company's  common stock to the Company's  current
         President  and sole  director  for  $100,000  cash.  Such  transactions
         resulted in a change in control of the Company.

         The Company  also  granted  stock  options  pursuant  to an  employment
         agreement that is described in Note 3.

         Going Concern and Management's Plans

         The Company has not commenced  significant  operations  and has limited
         financial and other  resources.  Such matters raise  substantial  doubt
         about  the   Company's   ability  to  continue  as  a  going   concern.
         Management's  plans with respect to these  conditions are to search for
         additional  sources of debt and/or  equity  financing and new operating
         opportunities through business combinations or mergers. In the interim,
         the Company will require minimal overhead,  and key  administrative and
         management  functions will be provided by consultants and stockholders.
         Accordingly,  the accompanying financial statements have been presented
         under the assumption that the Company will continue as a going concern.

                                       7
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

1.       Basis of Presentation,  Capital Structure,  and Significant  Accounting
         Policies (continued)

         Management Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         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.

2.       Advances from Officer

         As of September  30, 2002,  the Company has received  advances from its
         President and sole director in the aggregate amount of $145,116.  As of
         the date of this  report,  such  advances  are not  subject  to formal,
         written  agreements,  have  no  stated  repayment  terms,  do not  bear
         interest, and are not collateralized.

3.       Commitments

         Employment Agreements

         The Company has employment  agreements  with its President,  who is the
         Company's  sole  director  and  majority  stockholder,  and  its  Chief
         Financial  Officer.  The agreements provide for minimum annual salaries
         of $250,000 and $150,000 respectively and are for terms ranging for two
         to five years.  The  agreements  also  provide  for  minimum  severance
         payments  to the  officers  equal to amounts  ranging  from  $37,500 to
         $750,000  in the  aggregate.  The  Company's  President  is entitled to
         receive annual bonuses equal to 60% of his then annual salary, provided
         that such  bonus will be  reduced  to the  extent  that it exceeds  the
         Company's net profit (as defined).

         Effective  June 10, 2002,  Mr.  Kenneth  O'Rorke,  the Company's  Chief
         Financial  Officer,   tendered  his  resignation  to  the  Company.  In
         connection  with his  resignation,  the  Company  agreed  to issue  Mr.
         O'Rorke  twenty-five  thousand  (25,000) shares of the Company's Common
         Stock and a stock  option  exercisable  for three (3) years to purchase
         125,000  shares of the  Company's  Common  Stock at a cost of $1.50 per
         share.  The  issuance of the shares and option is  contingent  upon the
         Company's acquisition of certain assets from an unrelated third party.

         As of September 30, 2002, the Company had accrued  salaries  payable of
         $175,350,  and such  amount is  included  in  accrued  expenses  in the
         accompanying consolidated balance sheet.

                                       8
<PAGE>

                                MALACOLOGY, INC.
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

         Consulting Agreement

         The Company had a one-year  consulting  agreement,  maturing  September
         2002,  which  required  payments  of  $15,000  per  month  and could be
         terminated  by either  party  with  thirty  days  written  notice.  The
         consulting  agreement  also  provided  an  option to  participate  in a
         convertible  debenture  offering  whereby $1,200 of  convertible  notes
         payable were issued by the Company  (convertible  into 1,200,000 shares
         of the Company's  common  stock).  Effective May 31, 2002,  the Company
         terminated this consulting agreement.

         On July 31, 2002, the Company paid off the above mentioned  convertible
         notes  payable in the amount $1,200 plus $38 in accrued  interest,  and
         the Company had accrued consulting fees in the amount of $66,212 to the
         noteholder, Apogee Business Consultants, LLC. On August 1, 2002, Apogee
         Business  Consultants,  LLC agreed to forgive their accrued  consulting
         fees.

4.       Retirement of Debt

         On July 26, 2002, the Company paid off an additional  convertible notes
         payable in the amount of $25 plus $1 in accrued interest.

         As of  September  30,  2002,  a total of $1,264  was paid to  debenture
         holders, of which $39 represented interest payments.

5.       Settlement of Lawsuit

         The Company's president, sole director and majority shareholder was the
         party to a lawsuit  entitled  Thakrar  vs.  Rao. On August 26, 2002 the
         lawsuit was settled whereby Mr. Rao agreed to pay the plaintiff  $5,000
         in full  settlement  of all claims.  Pursuant to Mr.  Rao's  employment
         agreement with the Company,  the Company agreed to indemnify Mr. Rao in
         connection  with  this  matter,  and to pay all  related  legal  costs.
         Accordingly,  the  Company  accrued  $40,807  in legal  fees and $5,000
         representing the amount of the settlement.

                                       9
<PAGE>

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

         The following discussion contains certain forward-looking statements
that are subject to business and economic risks and uncertainties, and the
Company's actual results could differ materially from those forward-looking
statements. The following discussion regarding the financial statements of the
Company should be read in conjunction with the financial statements and notes
thereto.

BACKGROUND OF THE COMPANY

         The Company was organized under the Laws of the State of Nevada, on
April 9,1998, as a blank check or shell company whose primary purpose is to
engage in a merger with, or acquisition of one or a small number of private
firms. Such firms are expected to be private corporations, partnerships or sole
proprietorships. From inception through the present time, the primary activity
of the Company has been directed towards organizational efforts, compliance
matters and locating potential merger candidates.

         On October 22, 2001, M. Richard Cutler, at that time a principal
shareholder of the Company and the Company's sole officer and director and Vi
Bui, at that time a principal shareholder of the Company, sold an aggregate of
970,000 shares of the Company's common stock to Contracts Consultants
International, Inc. ("CCI"), a Florida corporation. Simultaneously therewith,
CCI sold those same 970,000 shares to Mr. Vivek Rao. These shares represent 97%
of the issued and outstanding shares of the Company. As a result of the above
described transactions, Vivek R. Rao became the "control person" of the Company
as that term is defined in the Securities Act of 1933, as amended (the "Act").
Simultaneously with these transactions, the board of directors nominated Vivek
R. Rao to the board of directors and all former officers and directors resigned,
thereby leaving Mr. Rao the Company's sole director. Vivek R. Rao was then
appointed the Company's CEO, President, Secretary and Treasurer.

         In December 2001, we formed West Wing Holdings Acquisitions, Inc.
("West Wing"), a Florida corporation as a wholly owned subsidiary. West Wing
planned to enter the telecommunications industry through the acquisition of
certain assets in Eastern Europe. The Company was unable to complete the
acquisition of the targeted assets and is currently seeking out other
opportunities within and outside the telecommunications industry. Accordingly,
the Company is still a "blank check" or "shell" company despite the expenditure
of significant resources in an effort to acquire telecommunications assets in
Eastern Europe through its West Wing subsidiary. At present, the Company has no
business opportunities under contemplation for acquisitions.

GENERAL OVERVIEW

         The Company's activities since inception have been limited to
organizational matters, compliance efforts and locating potential merger
candidates, and the Company has not engaged in any operating activity since its
inception.

                                       10
<PAGE>

         The Company has registered its Common Stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934
(the Exchange Act) and Rule 12(g) thereof. The Company files with the Securities
and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

         The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.

         Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.

         These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions; (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States capital
market.

         A private company which may be interested in a business combination
with the Company may include (1) a Company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (3) a company which wishes to become public with less dilution of its
Common Stock than would occur normally upon an underwriting; (4) a company which
believes that it will be able to obtain investment capital on more favorable
terms after it has become public; (5) a foreign company which may wish an
initial entry into the United States securities market; (6) a special situation
company, such as a company seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option Plan; and, (7) a company
seeking one or more of the other benefits believed to attach to a public
company.

         The Company is authorized to enter into a definitive agreement with a
wide variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

         As of the date hereof, management has not made any final decision
concerning, and has not entered into any agreements for, a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are advised to see if
the Company has subsequently filed a Form 8-K.

                                       11
<PAGE>

         There is no trading market for our common stock and no market may ever
exist for the Company's common stock. The Company plans to assist broker-dealers
in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended, so that such brokers can trade the Company's common stock in the
Over-The-Counter Electronic Bulletin Board (the "Bulletin Board") and to attempt
to list the Company's common stock on the "Bulletin Board Exchange" ("BBX")
proposed by the Nasdaq Stock Market, if it replaces the Bulletin Board. There
can be no assurance to investors that any broker-dealer will actually file the
materials required in order for such Bulletin Board trading to proceed or that
the Company will be able to list its common stock on the BBX.

         In 2003, subject to approval of the Securities and Exchange Commission,
The NASDAQ Stock Market intends to phase out the OTC Bulletin Board, and replace
it with the BBX. As proposed, the BBX will include an electronic trading system
to allow order negotiation and automatic execution. The NASDAQ Stock Market has
indicated its belief that the BBX will bring increased speed and reliability to
trade execution, as well as improve the overall transparency of the marketplace.
Specific criteria for listing on the BBX have not yet been announced, and the
BBX may provide for listing criteria which the Company may not meet. If the OTC
Bulletin Board is phased out and the Company does not meet the criteria
established by the BBX, there may be no transparent market on which the
Company's securities may be included. In that event, investors may have
difficulty buying and selling the Company's securities.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 2001

         During the nine months ended September 30, 2002 the Company incurred
general, administrative and consulting expenses in the amount of $395,997 as
compared to $2,292 for the same period ended September 30, 2001. The Company has
incurred these expenses in connection with its strategy to seek an acquisition
candidate. During the nine months ended September 30, 2002, the Company incurred
payroll costs of $207,066, consulting fees of $87,871, travel and entertainment
costs of $8,549, interest on outstanding debentures of $9,491, and professional
fees of $71,188. During 2002 period, the Company also had debt forgiveness
income of $66,212 and recorded a $5,000 legal settlement expense.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THE THREE MONTHS ENDED
SEPTEMBER 30, 2001

         During the three months ended September 30, 2002 the Company incurred
general, administrative and consulting expenses in the amount of $76,018 as
compared to $367 for the same period ended September 30, 2001. The Company has
incurred these expenses in connection with its strategy to seek an acquisition
candidate. During the three months ended September 30, 2002, the Company
incurred payroll costs of $62,500, interest on outstanding debentures of $3,205,
and professional fees of $8,613. During 2002 period, the Company also had debt
forgiveness income of $66,212 and recorded a $5,000 legal settlement expense.

                                       12
<PAGE>

Liquidity

         The Company has financed its operations through advances from its
President and from the sale of convertible debentures. During October and
November 2001 the Company sold an aggregate of $11,475 of the Company's 5%
senior subordinated convertible debentures due December 31, 2002. The debentures
are convertible into the Company's Common Stock at $.001 per share. During July,
2002, the Company retired a portion of the debentures by paying the debenture
holders an aggregate of $1,264, inclusive of accrued interest.

         On November 30, 2001, the Company authorized the issuance of 8%
subordinated convertible debentures due June 30, 2003 in the aggregate amount of
$500,000. These debentures are convertible into the Company's Common Sock at
$.50 per share. As of September 30, 2002 the Company sold an aggregate of
$150,000 of these debentures.

         At September 30, 2002 the Company had $0 in cash and total assets of
$1,443. As of that same date the Company had total current liabilities of
$545,246, and had a working capital deficit of $395,246.

         As of September 30, 2002 the Company's total liabilities, including
non-current liabilities were $545,246 and the Company had a stockholders'
deficit of $543,803.

         The Company will attempt to improve liquidity and capital resources in
the short term by loans from related parties and private financing activities of
both the Company's equity and debt securities. There can be no assurance that
the Company will be successful in these efforts and if it does not address its
financing needs, it could no longer be viable.

Item 3.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.

                                       13
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         The Company's sole director and majority shareholder was the party to a
         lawsuit entitled Thakrar vs. Rao. On August 26, 2002 the lawsuit was
         settled whereby Mr. Rao agreed to pay the plaintiff $5,000 in full
         settlement of all claims. Pursuant to Mr. Rao's employment agreement
         with the Company, the Company agreed to indemnify Mr. Rao in connection
         with this matter and pay all related legal costs. Accordingly, the
         Company accrued $40,807 in legal fees and $5,000 representing the
         amount of the settlement.

Item 2.  Changes in Securities.

         As of September 30, 2002, the Company retired convertible debentures in
         the principal amount of $1,225. These debentures were convertible into
         an aggregate of 1,225,000 shares of the Company's Common Stock.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         No matters were submitted to the security holders for a vote.

Item 5.  Other Information.

         None.

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

         (a)      Exhibits

                  99.1     Certification pursuant to 18 U.S.C. Section 1350 by
                           the Company's Chief Executive Officer

                  99.2     Certification pursuant to 18 U.S.C. Section 1350 by
                           the Company's Chief Financial Officer

         (b)      Reports on Form 8-K.

                  None.

                                       14
<PAGE>

                                   SIGNATURES

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


                                                      MALACOLOGY, INC.


Dated:   November 13, 2002                            By:   /s/ Vivek R. Rao
                                                         -----------------------
                                                         Vivek R. Rao
                                                         Chief Executive Officer

                                       15
<PAGE>

                                  CERTIFICATION


         I, Vivek R. Rao, certify that:

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

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

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

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant, is made
                  known to me by others, particularly during the period in which
                  this quarterly report is being prepared;

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

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

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

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

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

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


November 13, 2002                           /s/ Vivek R. Rao
                                           -------------------------------------
                                            Vivek R. Rao, President, CEO and CFO

                                       16