UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended April 30, 2002                  Commission File Number 0-28759
                  --------------                                         -------


                          PocketSpec Technologies Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Colorado                                 84-1461919
--------------------------------            ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


       3225 E Second Avenue, Denver, Colorado                   80206
      ----------------------------------------                ----------
      (Address of principal executive offices)                (Zip code)


                                 (303) 393-1600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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

                         X Yes              No
                        ---             ---

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

                                   19,358,863
               Class Number of shares outstanding at June 11, 2002


                     This document is comprised of 11 pages.

<PAGE>



                                   FORM 10-QSB
1ST QUARTER
                                      INDEX

PART I - FINANCIAL INFORMATION

                                                                           Page
                                                                           ----

Item 1.  Financial Statements*

Condensed, consolidated balance sheet - April 30, 2002 (Unaudited)           3

Condensed, consolidated statements of operations - Three months ended
       April 30, 2002 and 2001 (Unaudited)                                   4

Condensed, consolidated statements of cash flows - Three months ended
       April 30, 2002 and 2001 (Unaudited)                                   5

Notes to condensed, consolidated financial statements (Unaudited)            6

Item 2.  Management's Discussion and Analysis                                8


PART II - OTHER INFORMATION

Item 1.  Legal Proceeding                                                   11

Item 2.  Changes In Securities                                              11

Item 3.  Defaults Upon Senior Securities                                    11

Item 4.  Submission of Matters To A Vote of Security Holders                11

Item 5.  Other Information                                                  11

Item 6.  Exhibits and Reports on Form 8-K                                   11


Signatures                                                                  11

*The  accompanying  financial  statements  are  not  covered  by an  Independent
Certified Public Accountant's report.

                                        2
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                                 Balance Sheets
<CAPTION>
                                                                                 April/30,
                                                                                   2002
                                                                                -----------
<S>                                                                             <C>

 Assets
Current assets:
     Cash and Cash Equivalents                                                  $    86,096
     Indebtedness from related party (Note 2)                                         6,200
     Inventory at cost                                                                  500
     Prepaid expenses                                                                   500
                                                                                -----------
             Total current assets                                                    93,296

Fixed assets:
     Furniture and fixtures, net of accumulated depreciation of $896 (Note 2)        35,600
     Office equipment, net of accumulated depreciation of $908  (Note 2)             27,169
     Molds, net of accumulated depreciation of $336 (Note 2)                          3,706
                                                                                -----------
             Total fixed assets                                                      66,475

Intangible assets:
     Patent costs net of accumulated amortization of $811                            15,416
     License rights acquired from related party                                     140,000
                                                                                -----------
             Total assets                                                       $   315,187
                                                                                ===========

                         Liabilities and Shareholders' Equity
Liabilities:
     Accounts payable                                                           $     3,191
     Accrued liabilities                                                             11,346
     Accrued interest (Note 3)                                                          616
     Indebtedness to related party (Note 2)                                          15,000
     Notes payable (Note 3)                                                          75,000
                                                                                -----------
         Total libilities                                                           105,153

Commitment                                                                             --

Shareholders' equity:
     Common stock, $0.001 par value, 50,000,000 shares authorized,
         11,219,860 shares issued, 11,042,510 shares outstanding                     11,042
     Additional paid-in capital                                                   1,511,441
     Treasury stock, excess of $.001 par value,
         187,350 shares acquired                                                    (65,668)
     Accumulated deficit                                                         (1,246,781)
                                                                                -----------
             Total shareholders' equity                                             210,034
                                                                                -----------
                                                                                $   315,187
                                                                                ===========
</TABLE>

                 See accompanying notes to financial statements

                                        3
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                            Statements of Operations
<CAPTION>
                                                                               Three Months Ended
                                                                                    April 30,
                                                                          ----------------------------
                                                                              2002            2001
                                                                          ------------    ------------
<S>                                                                       <C>             <C>

Revenues
     Sales of real estate                                                 $       --      $    516,066
     Sales of real estate, related party                                          --            54,745
     Rental income                                                                --               965
                                                                          ------------    ------------
                Total revenues                                                    --           571,776

Cost of sales:
     Cost of real estate                                                          --           296,323
     Sales commissions paid to related party                                      --            11,750
                                                                          ------------    ------------
                Total cost of real estate                                         --           308,073

                Gross margin                                                      --           263,703

Operating expenses:
     General and administrative expenses                                       310,394          96,328
     General and administrative-stock based compensation (Notes 2 & 4)         101,350            --
     General and administrative expenses-related parties (Note 2)                4,000           2,400
     Depreciation                                                                2,140            --
     Amortization                                                                  811            --
                                                                          ------------    ------------
                Total general and administrative expenses                      418,695          98,728

                Operating income (loss)                                       (418,695)        164,975

Other income (expense):
     Other income                                                                 --             5,900
     Interest income (expense)                                                      12         (12,976)
     Gain on sale of assets acquired from related party (Note 2)                  --            58,606
     Deferred gain realized on sale of assets to related party (Note 2)        192,336            --
                                                                          ------------    ------------
                Total other income (expense)                                   192,348          51,530

                Income (loss) before provision for income taxes               (226,347)        216,505

Provision for income taxes - benefit                                      $       --      $     77,711
                                                                          ============    ============
                Net income (loss)                                         $   (226,347)   $    138,794
                                                                          ============    ============

Net income (loss) per share:
     Basic                                                                $     (0.021)   $      0.022
                                                                          ============    ============
     Number of shares used for computing net income (loss) per share        10,851,843       6,337,371
                                                                          ============    ============

     Diluted                                                              $     (0.021)   $      0.022
                                                                          ============    ============
     Number of shares used for computing net income (loss) per share        10,851,843       6,376,615
                                                                          ============    ============
</TABLE>



                 See accompanying notes to financial statements

                                       4
<PAGE>

<TABLE>

                          POCKETSPEC TECHNOLOGIES INC.
                            Statements of Cash Flows
<CAPTION>

                                                                     Three Months Ended
                                                                          April 30,
                                                                    ----------------------
                                                                      2002         2001
                                                                    ---------    ---------
<S>                                                                 <C>          <C>

Cash flows from operating activities:
     Net cash used by operating activities                          $(266,314)   $ (28,843)
                                                                    ---------    ---------

Cash flows from investing activities:
     Cash paid for property, related party (Note 2)                   (68,615)        --
     Cash paid for inventory (Note 3)                                    (500)        --
     Sale of loans, related party (Note 2)                            182,500
     Sale of loans, other (Note 3)                                    218,609         --
     Cash paid to reacquire stock                                     (66,033)        --
                                                                    ---------    ---------
                 Net cash received (used) by investing activities     265,961         --
                                                                    ---------    ---------

Cash flows from financing activities:
     Indebted to related parties (Note 2)                              17,770      373,000
     Repayment of indebtedness from related party (Note 2)              2,500       21,037
     Repayment of indebtedness to related parties (Note 2)             (2,770)    (204,000)
     Indebtedness of related party (Note 2)                            (1,000)     (21,537)
     Repayment of notes receivable, related party (Note 2)             30,054         --
     Repayment of short-term borrowings, other                           --        (60,000)
                                                                    ---------    ---------
                 Net cash provided by financing activities             46,554      108,500
                                                                    ---------    ---------

Net change in cash                                                     46,201       79,657
Cash at beginning of period                                            39,895        4,451
                                                                    ---------    ---------
                 Cash at end of period                              $  86,096    $  84,108
                                                                    =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
         Interest                                                   $    --      $  35,779
                                                                    =========    =========
         Income taxes                                               $    --      $   4,734
                                                                    =========    =========
</TABLE>
                 See accompanying notes to financial statements

                                        5
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     Note 1: Basis of presentation

          (a)  The financial  statements  presented herein have been prepared by
               the Company in  accordance  with the  accounting  policies in its
               annual 10-KSB report dated January 31, 2002 and should be read in
               conjunction with the notes thereto.

               In the opinion of management, all adjustments (consisting only of
               normal  recurring  adjustments)  which are necessary to provide a
               fair  presentation  of operating  results for the interim  period
               presented  have been  made.  The  results of  operations  for the
               periods  presented are not necessarily  indicative of the results
               to be expected for the year.

               Interim financial data presented herein are unaudited.

          (b)  Property, equipment and depreciation

               Property and  equipment are recorded at cost.  Expenditures  that
               extend  the  useful  lives of assets  are  capitalized.  Repairs,
               maintenance  and  renewals  that do no extend the useful lives of
               the assets are expensed as incurred.  Depreciation is provided on
               the  straight-line  method over the  following  estimated  useful
               lives:  furniture,  7 years; office equipment,  5 years; molds, 3
               years.  Depreciation  expense  was  $2,140  (unaudited),  and -0-
               (unaudited), for the three months period ended April 30, 2002 and
               2001, respectively.

     Note 2: Related party transactions

          (a)  Asset Realization,  Inc. (ARI), B7 Brand, LLC (B7B), Cherry Creek
               Cottage, LLC (CCC), Color-Spec Technologies, Inc. (CST), Krupka &
               Associates,  LLC (K&ALLC), F. Jeffrey Krupka (FJK), Krupka-Brophy
               Profit  Sharing Plan (KBP),  and  Platinum  Financial  Fund,  LLC
               (PFF), are affiliates of our Company. For the three months period
               ended April 30,  2002,  we borrowed  $15,000  from B7B and $2,770
               from PFF for short term  operating  capital.  We also  loaned CST
               $1,000 for  operating  capital.  We repaid $2,770 to PFF and will
               repay B7B during our second fiscal  quarter.  We received  $2,500
               from FJK as part  repayment of a $4,500 loan from a prior period.
               Cash borrowed from  affiliates  totaled $17,770 and total amounts
               repaid total $2,770.  Other amounts received  subsequent to April
               30, 2002 total $500 from K&ALLC, $2,700 from ARI, and $1,000 from
               CST.

          (b)  Acquisition of property

               On March 22, 2002 we acquired assets from PFF for a total cost of
               $53,165.  The assets were purchased at  predecessor  cost, or net
               book  value  per our  affiliate's  cost  basis  less  accumulated
               depreciation.  FJK, our CEO, acquired  additional assets totaling
               $15,450  for  PocketSpec  Technologies  Inc.  through  use of his
               personal line of credit. We have reimbursed FJK a total amount of
               $10,950 for depreciable asset purchases.

          (c)  During the period ended April 30, 2002 the Company reimbursed FJK
               travel and other expenses totaling $18,444. The amounts have been
               recorded in the accompanying financial statements.

          (d)  During  February,  the Company received $20,000 from CST to cover
               the cost of additional legal fees paid for the continued costs of
               patents. The Company paid legal fees in the amount of $20,000 and
               expensed the cost in the accompanying financial statements.

          (e)  On March 5, 2002 the  Company  entered  into a new  office  lease
               agreement  with CCC.  The  agreement  requires  $4,000  per month
               rental of office space  commencing  April 1, 2002 and  continuing
               through


                                        6
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


               April 1, 2007. The agreement also requires  payment of the yearly
               property tax.

          (f)  During the period  ended April 30, 2002 the Company  recognized a
               gain on the sale of real property in the amount of $192,336.  The
               gain had been deferred from a prior period due to the sale of the
               property to PFF, an affiliate.  The original  agreement  with PFF
               was for  consideration of $2,800,000 in cash, debt assumption and
               notes.  PFF  assumed  all  outstanding  debt  obligations  on the
               property. We accepted a note receivable from PFF in the amount of
               $644,403.  Terms  of the  note  included  monthly  principal  and
               interest  payments  of  $30,000  beginning  December  1, 2001 and
               maturing on December 1, 2002.  The carrying value of the property
               totaled $1,941,664 and encumbrances totaled $1,489,2876.

               We deferred the gain on the sale in the amount of $192,336  until
               PFF sold  the  property  or we  received  payment  in full on the
               $644,403  promissory  note either by selling the note or applying
               payments  from PFF to the note.  During  the three  months  ended
               April 30, 2002, we received  payments from PFF totaling  $30,054.
               The  balance  of the  note  was sold to an  affiliate  and  other
               non-affiliates. KBP paid $192,250 less discounts totaling $9,750,
               or net cash in the amount of $182,500.

          (g)  On March 26, 2002 the Company  issued  5,000 shares of its common
               stock to an employee for  services.  The stock was valued at $.37
               per share for a total amount of $1,850.  The cost was expensed to
               stock   based   compensation   in  the   accompanying   financial
               statements.

          (h)  During the period  ended April 30, 2002 the Company  formed three
               wholly owned limited liability companies.  The Company advanced a
               total  amount of  $7,500,  or $2,500 to each  company in order to
               provide financing by the Company.  The names of the companies are
               PocketSpec Cosmetics, LLC, PocketSpec Dental, LLC, and PocketSpec
               Dermatology,  LLC.  The  purpose  of the  formation  of the three
               limited  liability  companies is to grant certain  rights to each
               LLC to  enable  the  Company  and  the  LLC's  to  combine  their
               respective  efforts and  cooperate  in the joint  development  of
               specific  color-measuring  devices  and ranges of visible  light,
               ultra-violet,  and infra-red frequencies,  and for development of
               biomedical analytical devices.

               Terms of the joint development and marketing  agreement include a
               one-time  non-refundable license fee in the amount of $50,000, in
               the form of three (3) promissory notes in the amounts of $10,000,
               $15,000 and  $25,000,  each  bearing  interest at six percent per
               annum,  and each due and payable  December 31, 2002 for each LLC.
               The Company sold the promissory notes from each of the LLC's with
               the exception of the three $25,000 notes.

     Note 3: Transactions with non-affiliates.

          (a)  During the  period  ended  April 30,  2002 the  Company  sold the
               balance of the PFF note to  non-affiliates  for net cash totaling
               $134,204. The balance of the note was discounted in the amount of
               $11,456.  On February  13, 2002 the  Company  sold the  remaining
               balance of a promissory  note  receivable  for net cash  totaling
               $20,655.  The total sale amount was $22,950 discounted by $2,295.
               The Company also sold six of the nine promissory notes receivable
               from the three LLC's discussed above. A non-affiliate  bought the
               three $10,000 notes and the three  $15,000  notes.  Cash paid for
               the notes totaled  $63,750 net. The notes were  discounted in the
               amount of $11,250.  Accrued  interest on the notes payable totals
               $616.

          (b)  During  the  period  ended  April  30,  2002  the  Company  began
               acquiring  inventory for the  manufacture of its  color-measuring
               device.  Total amount paid for  inventory  through April 30, 2002
               was $500.

                                        7
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          (c)  During the period ended April 30, 2002 the Company entered into a
               lease agreement with a non-affiliate for storage space. The lease
               agreement  requires  monthly  payments  of $500  per  month  on a
               year-to-year  basis.  The first lease  payment was paid April 26,
               2002 for May 1, 2002.


     Note 4: Shareholders' Equity

               We recorded  stock based  compensation  in the amount of $101,350
               during  the  three  months  period  ended  April  30,  2002.  The
               stock-based  compensation  represents  275,000  shares  of common
               stock that were issued by the Company for services.  As discussed
               in Note 2 above,  5,000 shares of common stock valued at $.37 per
               share,  or $1,850.  10,000  shares of common stock valued at $.37
               per share for a total cost of $3,700 were issued to an individual
               for web site  development  while 10,000 shares valued at $.33 per
               share for a total cost of $3,300  for  consulting  services.  The
               Company also issued  250,000 shares of its common stock valued at
               $.37  per  share  for  a  total  cost  of  $92,500   for  product
               development.   The  transactions  are  recorded  as  stock  based
               compensation in the accompanying financial statements.

               For the  period  ended  April  30,  2002 the  Company  reacquired
               187,350  shares of its common  stock for cash for a total cost of
               $66,034.  The Company recorded the transactions as treasury stock
               in  the  accompanying  financial  statements.  The  Company  also
               cancelled  133,858  shares of it common  stock and  returned  the
               cancelled shares to authorized and unissued.

     Note 5: Income taxes

               The Company records its income taxes in accordance with Statement
               of Financial  Accounting  Standard No. 109, Accounting for Income
               Taxes. The Company incurred a net operating loss during the three
               months  ended  April 30,  2002 and net  operating  income for the
               three months  ended April 30,  2001,  resulting in a deferred tax
               asset which was fully  allowed  for,  and  $77,711  tax  payable,
               respectively,  which  resulted  in the net  benefit  and  expense
               result in $0 and $77,711 income taxes payable, respectively.


                          POCKETSPEC TECHNOLOGIES INC.,

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Forward-Looking Statements

The  following  discussion  contains  forward-looking  statements  regarding our
Company,  its business,  prospects and results of operations that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  actual  business,  prospects  and  results  of  operations  to differ
materially   from  those  that  may  be  anticipated  by  such   forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation:  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements  that adversely  affect or preclude clients from using our products
for certain  applications;  delays our introduction of new products or services,
and our failure to keep pace with emerging technologies.

                                        8
<PAGE>


When  used  in  this  discussion,  words  such  as  "believes",   "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

Our main focus is now in the color-measuring  business.  During this past fiscal
quarter,  we did not generate any revenues but have been  completely  engaged in
the development of our products. We anticipate beginning to generate revenues in
the  third  fiscal  quarter,  as we begin  sales of our first  products.  At the
present time, we plan to produce the first one thousand  units each of the Color
QA and ColorCheck products in June 2002. We have had strong preliminary interest
in the products,  although no significant orders have been made. As of May 2002,
we developed the capability of on-line  purchasing and credit card transactions,
including American Express cards. Our web site is www.pocketspec.com.

We had  acquired  an  exclusive  worldwide  license  for the  manufacturing  and
marketing  rights for a hand-held  device for measuring  and comparing  color of
objects and light  emission.  We acquired these rights  pursuant to a technology
license  agreement  from  Color-Spec  Technologies,  Inc. on October 3, 2001. In
addition, the agreement assigned rights to a pending utility patent covering the
color  technology  and  application.  As of May 31 2002, we acquired 100% of the
issued and  outstanding  common  shares of  Color-Spec  Technologies,  Inc. in a
stock-for-stock  acquisition.  The  transaction  was approved on May 31, 2002 by
shareholders   of  Color-Spec   Technologies,   Inc.  Under  the  terms  of  the
acquisition, each shareholder of Color-Spec Technologies,  Inc. will receive one
common share of our stock for each common share of stock owned by the Color-Spec
Technologies,  Inc. shareholder.  We issued 8,316,353 shares of our common stock
for the  acquisition.  Color-Spec  Technologies,  Inc.  became  a  wholly  owned
subsidiary of ours. As a result,  we own,  through this  subsidiary,  all of the
assets of Color-Spec  Technologies,  Inc., including their intellectual property
and their right to receive royalty payments from us of $75 per unit sold.

We will  continue to pursue  acquisitions  of  intellectual  properties,  with a
specific focus in electronic  applications  relating to color-measuring  devices
and other  monitoring type devices.  We will continue  looking for  intellectual
properties,  which may be acquired  directly from  inventors  with a view toward
commercializing the technology.

We had total  revenues of $-0- for the three months ended April 30, 2002,  which
compares  to revenues of $571,776  for the three  months  ended April 30,  2001.
Total  operating  expenses,   which  consisted  of  general  and  administrative
expenses,  were $418,695 for the three months ended April 30, 2002,  compared to
$98,728 for the three  months  ended April 30,  2001.  The major  components  of
general and administrative expenses are research and development,  wages, legal,
accounting,  rent and other  expenses for the three months ended April 30, 2002,
consulting,  wages, and related expenses and other expenses for the three months
ended April 30, 2001.

Our net loss for the three months ended April 30, 2002 was $226,347, compared to
net income of $138,794 for the three  months ended April 30 2001.  We had a loss
per share,  on a fully diluted basis,  of $.021 for the three months ended April
30, 2002, compared to income of $.022 per share for the three months ended April
30, 2001.

                                        9
<PAGE>


We were not  profitable  in the fiscal  quarter  because we were  directing  our
efforts toward the  development of our products.  The main reason for our profit
last  year was the  sale of some of our  existing  real  estate  properties.  We
anticipate developing revenues from our products during the third fiscal quarter
but cannot predict when, if at all, we will be profitable in our new business.

Liquidity and Capital Resources

Our net cash  increased to $86,096 as of April 30, 2002,  compared to $84,108 as
of April 30, 2001.

Net cash received from investing  activities totaled $265,961 as a result of the
sale of notes  receivable  for the period  ended April 30,  2002.  Net cash from
investing  activities fro the period ended April 30, 2001 was $-0-. Our net cash
received from financing  activities was $46,554 for the three months ended April
30, 2002,  compared to having received $108,500 for the three months ended April
30, 2001.  Cash from  financing  activities for the three months ended April 30,
2002 came from  short-term  loans from related  parties in the amount of $17,770
and from payments  received on a note receivable in the amount of $30,054 from a
related party.  Cash from financing  activities for the three months ended April
30, 2001 came from loans from  related  parties  for the period  ended April 30,
2001 totaling $394,037.

We do not have any  accounts  receivable  for the three  months  ended April 30,
2002. We have a prepaid expense of $500 for the current period.

Our first products,  the Color QA and Color Check, are ready to be marketed.  We
have  chosen to finance  our first  units  through  an  Assignment  of  Proceeds
Agreement with private investors,  who purchase specific units at a discount and
receive  the  difference  between the  investment  price and sale price as their
profit  on the  transaction.  In  this  way,  we  believe  that  we can  build a
sufficient inventory base to complement our marketing program.

We still plan to develop our technology through non-exclusive license agreements
with  limited  liability  companies  that we have  formed  for the  purposes  of
developing  certain aspects of the color comparison  technology.  We have formed
three  limited  liability  companies,   which  will  focus  in  specific  areas:
PocketSpec  Cosmetic,  LLC; PocketSpec Dental, LLC; and PocketSpec  Dermatology,
LLC.  Each  limited  liability   company  will  fund  the  final   technological
development  and marketing of their product or products,  as the case may be. At
the  present  time,  each  of  these  limited  liability  companies  is  in  the
development stage and has not commenced operations.

We may also examine other forms of financing for our operations. In any case, we
will need additional financing to achieve our business plan.

Subsequent Events

As of May 31 2002, we acquired 100% of the issued and outstanding  common shares
of  Color-Spec  Technologies,   Inc.  in  a  stock-for-stock   acquisition.  The
transaction  was  approved  on  May  31,  2002  by  shareholders  of  Color-Spec
Technologies,  Inc.  Under the terms of the  acquisition,  each  shareholder  of
Color-Spec  Technologies,  Inc.  will  receive one common share of our stock for
each  common  share  of  stock  owned  by  the  Color-Spec  Technologies,   Inc.
shareholder. We issued 8,316,353 shares of our common stock for the acquisition.
Color-Spec Technologies, Inc. became a wholly owned subsidiary of ours.

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PART II. - OTHER INFORMATION

Items 1 Through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K. During the fiscal  quarter,  we filed
no reports under cover of Form 8-K.



POCKETSPEC TECHNOLOGIES, INC.

SIGNATURES

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

                                                                Date: 6/13/02
PocketSpec Technologies Inc.

/s/ F. Jeffrey Krupka
------------------------
By: F. Jeffrey Krupka
Chief Executive Officer

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