`SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549      

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 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 No. 0-12597

                                  HEROES, INC.
             (Exact name of registrant as specified in its charter)

        Nevada                                          11-1843262
(State of Incorporation)                    (I.R.S. Employer Identification No.)

          1915 - B Chain Bridge Road, Suite 506, McLean, Virginia 22102
                    (Address of principal executive offices)

                                 (703) 627-4479
              (Registrant's telephone number, including area code)

              1980 Gallows Road, Suite 200, Vienna, Virginia 22182
              (Former name, former address and former fiscal year,
                          if changed since last report)

        Check whether the registrant has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and has been subject to such filing requirements for the past 90 days.
                                 Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

        Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes[ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock, $0.001 par value per share, 99,213,109 shares issued and outstanding
as of September 30, 2002.

Transitional Small Business Disclosure Format (check one):
YES [ ] NO  [X]



                                       1





                                  HEROES, INC.

                              INDEX TO FORM 10-QSB


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited):

        Balance Sheet as of September 30, 2002                              4
        Statements of Operations for the three and nine months ended        5
          September 30, 2002 and 2001
        Statements of Cash Flows for the nine months ended                  6
          September 30, 2002 and 2001
        Notes to Financial Statements                                       7

Item 2. Management's Discussion and Analysis of Financial Condition         8
          and Results of Operations.

Item 3. Controls and Procedures                                             9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.                                                  9
Item 2. Changes in Securities.                                              10
Item 3. Defaults Upon Senior Securities.                                    10
Item 4. Submission of Matters to a Vote of Securities Holders.              10
Item 5. Other Information.                                                  10
Item 6. Exhibits and Reports on Form 8-K.                                   10

Signature                                                                   10




                                       2


                                     PART I

                           FORWARD-LOOKING STATEMENTS

Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to financial results and plans for future business
development activities, and are thus prospective. These statements appear in a
number of places in this Form 10-QSB and include all statements that are not
statements of historical fact regarding intent, belief or our current
expectations, with respect to, among other things: (i) our financing plans; (ii)
trends affecting our financial condition or results of operations; (iii) our
growth strategy and operating strategy; and (iv) the declaration and payment of
dividends. The words "may," "would," "could," "will," "expect," "estimate,"
"anticipate," "believe," "intend," "plans," and similar expressions and
variations thereof are intended to identify forward-looking statements.

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of
which are beyond our ability to control. Actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. Among the key risks, assumptions and factors that may affect operating
results, performance and financial condition are changes in technology,
fluctuations in our quarterly results, ability to continue and manage our
growth, liquidity and other capital resources issues, competition and the other
factors discussed in detail in our filings with the Securities and Exchange
Commission.



                                       3




                                  HEROES, INC.

                                  BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002
                                   (Unaudited)
________________________________________________________________________________


        ASSETS

        CURRENT ASSETS - Cash                              $         41

        OTHER ASSETS                                                100 

           Total Assets                                    $        141
                                                           =============

        LIABILITIES AND STOCKHOLDERS' DEFICIT

        CURRENT LIABILITIES:
           Accounts payable and accrued expenses           $  7,555,659
           Line of credit, including accrued interest         3,929,912
           Notes payable, including accrued interest -
              related party                                   1,171,440
           Notes payable, including accrued interest            192,590
           Accrued compensation                                 767,328
           Deferred maintenance and training revenue            415,997 
              Total Current Liabilities                      14,032,926 

        STOCKHOLDERS' DEFICIT:
           Common stock, 500 million shares authorized;
              $.001 par value, 99,213,109 shares issued
              and outstanding                                    99,213
           Paid-in capital                                    6,166,833
           Accumulated deficit                              (20,298,831)
              Total Stockholders' Deficit                   (14,032,785)

           Total Liabilities and Stockholders' Deficit     $        141
                                                           =============
________________________________________________________________________________

See notes to financial statements.




                                       4






                                  HEROES, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

_______________________________________________________________________________________________________________


                                           For the             For the            For the           For the
                                         Nine-Months         Nine-Months       Three-Months      Three-Months
                                            Ended               Ended              Ended             Ended
                                          September           September          September         September
                                          30, 2002            30, 2001           30, 2002          30, 2001

Revenue                               $           -       $          -       $          -      $          -

Direct Costs                                      -             55,291                  -                 - 

Gross Margin                                      -            (55,291)                 -                 - 

Other Operating Expenses:
   Consulting fees                           24,000            704,933             24,000            21,055
   Interest                                 356,687                  -            113,636                 -
   Insurance                                      -                  -                  -                 -
   Legal and accounting                      37,026                  -              5,699                 -
   Payroll taxes                             39,833                  -             26,188                 -
   Salaries and wages                       322,500          1,296,472            107,500           243,732
   Other operating expenses                   1,601          1,527,954                284           240,486 

   Total other operating expenses           781,647          3,529,359            277,307           505,273 

LOSS BEFORE PROVISION FOR INCOME
   TAXES                                   (781,647)        (3,584,650)          (277,307)         (505,273)

PROVISION FOR INCOME TAXES                        -                  -                  -                 - 

NET LOSS                              $    (781,647)      $ (3,584,650)      $   (277,307)     $   (505,273)
                                      ==============      =============      =============     =============

NET LOSS PER SHARE - basic and
   diluted                            $       (.008)      $      (0.06)      $      (.003)     $      (0.01)
                                      ==============      =============      =============     =============

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING - basic
   and diluted                           99,213,100         64,032,000         99,213,100        72,285,000
                                      ==============      =============      =============     =============
_______________________________________________________________________________________________________________

See notes to financial statements.




                                       5






                                  HEROES, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

____________________________________________________________________________________________________


                                                                For the                For the
                                                            Nine-Months Ended         Nine-Months
                                                                September           Ended September
                                                                30, 2002              30, 2001

Net Loss                                                      $ (781,647)        $  (3,584,650)

Adjustments to reconcile net loss to net cash used in
   operating activities:
   Depreciation and amortization                                       -                 6,300
   Forfeited security deposit                                          -                46,572
   Issuance of common stock for services                               -               602,196
   Changes in operating assets and liabilities:
      Decrease in other receivables                                    -                 9,549
      Increase in employee advances                                    -               (11,786)
      Decrease in prepaid maintenance costs                            -               464,164
      Increase in bank overdraft                                       -                   204
      Increase in accounts payable and accrued expenses           18,940               488,509
      Increase in line of credit accrued interest                265,671               462,147
      Increase in note payable accrued interest                   91,016                22,103
      Decrease in employee accounts payable                            -                (3,693)
      Increase in accrued compensation                           362,333               190,777
      Decrease in deferred maintenance and training revenues           -              (415,997)
NET CASH USED IN OPERATING ACTIVITIES                            (43,687)           (1,723,605)

CASH FLOWS FROM INVESTING ACTIVITIES -
   Acquisition of equipment                                            -              (332,455)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                                    43,728             1,155,792
   Proceeds from issuance of common stock                              -               830,000 
NET CASH PROVIDED BY FINANCING ACTIVITIES                         43,728             1,985,792 

NET CHANGE IN CASH AND CASH EQUIVALENTS                               41               (70,268)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         -                70,268 

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $       41         $           -
                                                              ===========        ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Income taxes paid                                          $        -         $           -
                                                              ===========        ==============
   Interest paid                                              $        -         $           -
                                                              ===========        ==============

____________________________________________________________________________________________________

See notes to financial statements.



                                       6




                                  HEROES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

________________________________________________________________________________

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Heroes, Inc. ("we", "us", "our"), formerly known as Penn-Akron Corporation
(Penn-Akron), was in the business of providing turnkey installations of an
internet-based video distribution and multimedia network to school districts
primarily in metropolitan Atlanta, Savannah and Brunswick, Georgia. On December
7, 2000, we changed our name from Penn-Akron Corporation to Heroes, Inc.

Use of Estimates

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements. The reported amounts of revenues and expenses
during the reporting period may be affected by the estimates and assumptions we
are required to make. Actual results could differ from those estimates.

Basis of Presentation

Our accompanying unaudited 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 and Rule
10-1 of Regulation S-X of the Securities and Exchange Commission ("SEC").
Accordingly, these financial statements do not include all of the footnotes
required by accounting principles generally accepted in the United States of
America. In our opinion, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 2002 are not
necessarily indicative of the results for the year ending December 31, 2002. The
accompanying financial statements and notes thereto should be read in
conjunction with our audited financial statements as and for the year ended
December 31, 2001 contained in our Form 10-KSB.

NOTE B - GOING CONCERN

On December 4, 2001, we filed for protection under Chapter 11 of the Bankruptcy
Code. The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. We have an accumulated
stockholders' deficit of approximately $14,033,000 through September 30, 2002,
and anticipate incurring net losses for the foreseeable future and will require
a significant amount of capital to commence our planned principal operations and
proceed with our business plan. Accordingly, our ability to continue as a going
concern is dependent upon our ability to secure an adequate amount of capital,
through either additional equity funding or loans with appropriate repayment
terms, to finance our planned principal operations and/or implement the business
plan which we are currently developing. Our major plan is to devote appropriate
resources to obtain a quick and favorable resolution of the matters related to
our MRESAnet 2000 Project. We recognize that additional working capital will be
required for us to be successful in achieving these goals. These factors, among
others, may indicate that we will be unable to continue as a going concern for a
reasonable period of time.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.



                                       7



ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation

        Liquidity And Capital Resources

On December 4, 2001, we filed for protection under chapter 11 of the Bankruptcy
Code.

As of September 30, 2002, we had cash of $41, a working capital deficit and
stockholders deficit of approximately $14,033,000. These deficits continue to
increase while we develop and market our products. Our continuation as a going
concern is dependent upon our ability to obtain additional working capital. If
adequate financing is not available or is not available on acceptable terms, our
ability to meet our capital requirements may be significantly limited and could
have a material adverse effect on us and ultimately could impair our ability to
continue as a going concern.

        Results of Operations

We did not have any revenues for the three-month or nine-month periods ended
September 30, 2002 and 2001. This is primarily due to the fact that no
additional work has been performed in Year 2 and 3 of our three-year contract
with the Metropolitan Regional Educational Service Agency ("MRESA").

Other operating expenses decreased to approximately $277,000 for the three
months ending September 30, 2002 from approximately $505,000 for the same period
in 2001 and to approximately $782,000 for the nine-month period ending September
30, 2002 from approximately $3,529,000 for the same period in 2001. Our salary
expense decreased to approximately $108,000 for the three months ending
September 30, 2002 from approximately $244,000 for the same period in 2001 and
to approximately $323,000 for the nine-month period ending September 30, 2002
from approximately $1,296,000 for the same period in 2001, primarily due to the
reduction of operations.



                                       8


ITEM 3.

Controls and Procedures

Within 90 days prior to the filing of this report, we carried out an evaluation,
under the supervision and with the participation of our management, including
the Chief Executive Officer (who also effectively serves as our Principal
Financial Officer), of the design and operation of our disclosure controls and
procedures. Based on this evaluation, or Chief Executive Officer concluded that
our disclosure controls and procedures are effective for the gathering,
analyzing and disclosing the information we are required to disclose in the
reports we file under the Securities Exchange Act of 1934, within the time
periods specified in the SEC's rules and forms. There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to the date of this evaluation.

PART II

Item 1. Legal Proceedings.

Lynxus, Inc. v. Penn-Akron Corporation n/k/a Heroes, Inc. On September 7, 2000,
one of our subcontractors, Lynxus, Inc., filed suit against us in the United
States District Court for the Northern District of Georgia. The claim arises out
of a network implementation agreement between us and Metropolitan Regional
Education Services Agency ("MRESA"). We are the general contractor under the
agreement, and Lynxus agreed to act as a subcontractor on the project. Lynxus
claims that we have breached the subcontract, that Lynxus has performed work
under the contract, and that Lynxus is entitled to approximately $483,000 plus
interest.

We have denied liability and have asserted a counterclaim for the damages we
have suffered as a result of breach of the subcontract by Lynxus. We believe our
damages exceed $2.8 million.

In the early stages of this litigation, Lynxus filed a bankruptcy petition in
the United States Bankruptcy Court for the Northern District of Georgia, thereby
staying action in the lawsuit.

Maurice Delamont v. Penn-Akron Corporation n/k/a Heroes, Inc. On August 24,
2000, Maurice Delamont, one of our former employees, filed two related actions
in state courts in Cobb and Fulton Counties, Georgia. The two actions have been
consolidated and are pending as a single arbitration proceeding. Mr. Delamont
claims that we owe him $1,050,000 arising out of (i) a right to redemption of
his stock in the Company, and (ii) a bonus. He also seeks access to certain
books and records of the Company. We have asserted a counterclaim against Mr.
Delamont, claiming that he breached his fiduciary duty and his employment
agreement with us. We maintain that our damages for Mr. Delamont's actions are a
defense to his claims and that its actual damages exceed the amount of Mr.
Delamont's claims.

On November 13, 2000, we entered into a consent scheduling order with the
Plaintiff, which, among other things, ordered the action to be decided by
binding arbitration. Mr. Delamont filed a motion for summary judgment on June
15, 2001. On August 14, 2001, the Arbitrator denied the motion as untimely.

In August 2001, Mr. Delamont filed a motion to enforce settlement agreement or
for the entry of a summary judgment in the State Court of Cobb County. On,
November 9, 2001, the Court denied the motions. Based on oral arguments heard on
September 17, 2001, the Court found that Mr. Delamont had failed to establish as
a matter of law that there was an enforceable settlement. The Court also found
that Mr. Delamont had failed to provide evidence that is sufficient to allow the
court to grant summary judgment. Due to our Chapter 11 petition filing on
December 4, 2001, action on this lawsuit has been stayed.



                                       9



Heroes, Inc. v. Sanswire.Net. We are the plaintiff in an action against
Sanswire.Net in the Superior Court of Fulton County, Georgia. We filed the
lawsuit in March 2001, seeking to recover $200,000 in principal, together with
accrued interest and attorneys' fees, under the terms of a promissory note. The
promissory note was executed by Sanswire.Net on March 1, 2000.

Mastermind, Inc. v Heroes, Inc. On May 31, 2001, Mastermind Marketing filed a
civil action in the State Court of Fulton County, Georgia. On September 19, 2001
Mastermind Marketing was awarded a default judgment in the amount of
$169,246.41, including interest, for the preparation of presentations, marketing
strategies, and other promotional programs and delivered intellectual property
and other products, services and expenses. We are currently evaluating whether
to appeal this judgment.

Item 2. Changes in Securities.

NONE

Item 3. Defaults upon Senior Securities.

NONE

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

NONE

Item 5. Other Information.

NONE

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

(a)     Exhibits

Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)     Reports on Form 8-K.

NONE

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                Heroes, Inc.


                                                By:/s/ Amer A. Mardam-Bey
                                                   Amer A. Mardam-Bey
                                                   (President, CEO & Chief Accounting
                                                   Officer)
                                                   Date: November 19, 2002



                                       10



CERTIFICATION

I, Amer A. Mardam-Bey, certify that:

1. I have reviewed this quarterly report on Form 10QSB of Heroes, 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; and

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures for the issuer and have:

        (i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which the periodic reports are being prepared;

        (ii) Evaluated the effectiveness of the issuer's disclosure controls and
procedures as of September 30, 2002 ("Evaluation Date");

        (iii) Presented in the 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 issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):

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

        (ii) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls;

(6) I have indicated in the 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.



Date:  November 19, 2002

/s/ Amer A. Mardam-Bey
    Amer A. Mardam-Bey
    Chief Financial Officer and CEO


                                       11`