SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549

                    FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended
                   March 31, 2002
or

[  ] 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    0-29703

          JUBILEE ACQUISITION CORPORATION
      (Exact name of registrant as specified
                 in its charter)

Delaware                      52-2217571
(State or other jurisdiction   (I.R.S. Employer of
incorporation organization)     Or Identification
                                No.)

    1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices  (zip code)

                    202/387-5400
(Registrant's telephone number, including area
code)

Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the last 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

Indicate the number of shares outstanding of each
of the issuer's classes of common equity, as of the
latest practicable date.

Class               Outstanding at March 31, 2002
Common Stock,
par value $0.0001           5,000,000


PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

          JUBILEE ACQUISITION CORPORATION
           (A Development Stage Company)
                As of March 31, 2002
                    (Unaudited)

<TABLE>
<CAPTION>
                       ASSETS

<S>                               <C>
Cash
                                  $ 500
                                   --------
TOTAL ASSETS                      $ 500
                                   =======

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES                       $  -
                                    -------
STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding           -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
5,000,000 issued and outstanding     500
Additional paid-in capital           535
Deficit accumulated during
development stage                   (535)
                                     -------
Total Stockholder's Equity           500
                                     -------
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY              $500
                                     =======
</TABLE>
See accompanying notes to financial statements

<PAGE>

              JUBILEE ACQUISITION CORPORATION
               (A Development Stage Company)
                  Statement of Operations
                        (Unaudited)
<TABLE>
<CAPTION>
             For the three   For the three  March24,1999
             Months Ended    Months ended   (Inception)to
             March 31, 2002  March 31, 2001 March 31, 2002

<S>          <C>              <C>            <C>
Income       $    -            $  -           $  -

Expenses
  Organization
    expense         -               -            535
              ----------       --------         --------

Total expenses     -               -             535
              ----------       --------         -------
NET LOSS           -               -            (535)
               =========       ========         =======
</TABLE>

       See accompanying notes to financial statements


<PAGE>

              JUBILEE ACQUISITION CORPORATION
               (A Development Stage Company)
        Statement of Changes in Stockholder's Equity
       For the Period From March 24, 1999 (Inception)
                     To March 31, 2002
                        (Unaudited)
<TABLE>
<CAPTION>
<S>                 <C>         <C>        <C>         <C>             <C>
                                                       Deficit
                                                       Accumulated
                   Common Stock           Additional   During
                   Issued                 Paid-In      Development
                   Shares       Amount    Capital      Stage          Total

Common Stock
  Issuance         5,000,000    $ 500     $  -         $   -          $ 500

Fair value of
expenses contributed   -           -         535           -            535

Net loss for the periods ended:

December 31, 1999      -           -          -           (535)        (535)
December 31, 2000      -           -          -             -            -
December 31, 2001      -           -          -             -            -
March 31, 2002         -           -          -             -            -
                    -------     -------    -------      ---------     --------
BALANCE AT
March 31, 2002     5,000,000     $ 500      $535        $ (535)        $ 500
==============     =========     ======    =======      =========     ========
</TABLE>
            See accompanying notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
                   JUBILEE ACQUISITION CORPORATION
                    (A Development Stage Company)
                       Statements of Cash Flows
                              Unaudited
                           January 1, 2002     January 1, 2001    March 24, 1999
                           to                  to                 (Inception) to
                           March 31, 2002      March 31, 2001     March 31, 2002
<S>                        <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES:
Net loss                    $      -             $  -                $    (535)
 Adjustment to reconcile net
 loss to net cash
 used by operating activities

 Contributed expenses              -                 -                     535
                              ----------          ------------        ----------
 Net cash used in operating
  activities                        -                 -                        -
                              ----------          ------------        ----------
CASH FLOWS FROM INVESTING
 ACTIVITIES                         -                 -                        -
                              ----------           ------------       ----------
CASH FLOWS FROM FINANCING  ACTIVITIES:

Proceeds from issuance of
 common stock                       -                  -                    500
                             ----------             ------------       ----------
Net cash provided by
 financing activities               -                   -                   500
                             ----------             ------------       ----------
INCREASE IN CASH AND CASH
 EQUIVALENTS                        -                   -                   500
CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD              500                   500                   -
                             ----------              -----------       ----------
CASH AND CASH EQUIVALENTS
  END OF PERIOD               $   500                  $ 500             $  500
                             ==========               ==========       ===========

</TABLE>
            See accompanying notes to financial statement.

<PAGE>

NOTE 1       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Jubilee Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business.  At March 31, 2002, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation.  The Company's fiscal year end is
December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

(B) Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles 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.

(C) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.

(D) Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material
operations for the year ended December 31, 2001 and 2000.


(E) New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued several
new Statements of Financial Accounting Standards.  Statement No. 141,
"Business Combinations" supersedes APB Opinion 16 and various
related pronouncements.  Pursuant to the new guidance in Statement No.
141, all business combinations must be accounted for under the purchase
method of accounting; the pooling-of-interests method is no longer
permitted.  SFAS 141 also establishes new rules concerning the
recognition of goodwill and other intangible assets arising in a purchase
business combination and requires disclosure of more information
concerning a business combination in the period in which it is
completed.  This statement is generally effective for business
combinations initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes
APB Opinion 17 and related interpretations.  Statement No. 142
establishes new rules on accounting for the acquisition of intangible
assets not acquired in a business combination and the manner in which
goodwill and all other intangibles should be accounted for subsequent to
their initial recognition in a business combination accounted for under
SFAS No. 141.  Under SFAS No. 142, intangible assets should be
recorded at fair value.  Intangible assets with finite useful lives should
be amortized over such period and those with indefinite lives should not
be amortized.  All intangible assets being amortized as well as those that
are not, are both subject to review for potential impairment under SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".  SFAS No. 142 also requires that
goodwill arising in a business combination should not be amortized but
is subject to impairment testing at the reporting unit level to which the
goodwill was assigned to at the date of the business combination.

SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded in
the balance sheet as of the first day in which SFAS No. 142 is initially
applied, regardless of when such assets were acquired.  Goodwill
acquired in a business combination whose acquisition date is on or after
July 1, 2001, should not be amortized, but should be reviewed for
impairment pursuant to SFAS No. 121, even though SFAS No. 142 has
not yet been adopted.  However, previously acquired goodwill should
continue to be amortized until SFAS No. 142 is first adopted.

Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment, or
other type of disposal of long-lived tangible assets arising from the
acquisition, construction, or development and/or normal operation of
such assets.  SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged.

The adoption of these pronouncements will not have a material effect on
the Company's financial position or results of operations.

NOTE 2       STOCKHOLDER'S EQUITY

(A) Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock
at $.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.

(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value.  The Company issued 5,000,000 shares of its
common stock to TPG Capital Corporation ("TPG") pursuant to Rule
506 for an aggregate consideration of $500.

(C) Additional Paid-In Capital

Additional paid-in capital at March 31, 2002, represents the fair value
of the amount of organization and professional costs incurred by TPG on
behalf of the Company (See Note 3).

NOTE 3       AGREEMENT

On March 24, 1999, the Company signed an agreement with TPG, a
related entity (See Note 4).  The Agreement calls for TPG to provide the
following services, without reimbursement from the Company, until the
Company enters into a business combination as described in Note 1(A):

     1.   Preparation and filing of required documents with the Securities
     and Exchange Commission.
     2.   Location and review of potential target companies.
     3.   Payment of all corporate, organizational, and other costs
     incurred by the Company.

NOTE 4       RELATED PARTIES

Legal counsel to the Company is a firm owned by a director of the
Company who also owns a controlling interest in the outstanding stock
of TPG. (See Note 3)


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND  RESULTS OF OPERATIONS

     The Company was formed to locate and negotiate
with a business entity for the combination of that
target company with the Company.  A combination
will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets
exchange (the "business combination").  In most
instances the target company will wish to
structure the business combination to be within
the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.  No assurances can be
given that the Company will be successful in
locating or negotiating with any target business.

     The Company has not restricted its search for
any specific kind of businesses, and it may
acquire a business which is in its preliminary or
development stage, which is already in operation,
or in essentially any stage of its business life.
It is impossible to predict the status of any
business in which the Company may become engaged,
in that such business may need to seek additional
capital, may desire to have its shares publicly
traded, or may seek other perceived advantages
which the Company may offer.

     In implementing a structure for a particular
business acquisition, the Company may become a
party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another
corporation or entity.

     It is anticipated that any securities issued in
any such business combination would be issued in
reliance upon exemption from registration under
applicable federal and state securities laws.  In
some circumstances, however, as a negotiated
element of its transaction, the Company may agree
to register all or a part of such securities as
part of the business combination or at specified
times thereafter.

     Negotiations with a target company will likely
focus on the percentage of the Company which the
target company shareholders would acquire in
exchange for their shareholdings.  Although the
terms of such agreements cannot be predicted,
generally such agreements will require certain
representations and warranties of the parties
thereto, will specify certain events of default,
will detail the terms of closing and the
conditions which must be satisfied by the parties
prior to and after such closing and will include
miscellaneous other terms.  Any merger or
acquisition effected by the Company can be
expected to have a significant dilutive effect on
the percentage of shares held by the Company's
shareholders at such time.

           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the
Company during the quarter.


                    SIGNATURES

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



JUBILEE ACQUISITION CORPORATION

By:   /s/ James M. Cassidy
       President

Dated: May 14, 2002