`SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       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 May 16, 2002.

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



                                       1


PART 1

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                                  HEROES, INC.

                                 BALANCE SHEETS
________________________________________________________________________________

                                     ASSETS


                                     March 31,      December 31,
                                       2002             2001
                                    (unaudited)

CURRENT ASSETS - Cash              $        69      $         --

OTHER ASSETS                               100               100 


      Total Assets                 $       169      $        100
                                   ============     =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES:
   Accounts payable and
     accrued expenses              $ 7,537,062      $  7,536,722
   Line of credit, including
     Accrued interest                3,763,241         3,664,241
   Notes payable, including
     accrued interest                1,260,183         1,229,286
   Accrued compensation                520,719           404,995
   Deferred maintenance and
     training revenue                  415,997           415,997 

      Total Current Liabilities     13,497,202        13,251,241 

 STOCKHOLDERS' DEFICIT:
   Common stock, 500 million shares
     authorized, $.001 par value,
     99,213,109 shares issued
     and outstanding                    99,213            99,213
   Paid-in capital                   6,166,833         6,166,833
   Accumulated deficit             (19,763,079)      (19,517,187)

       Total Stockholders' Deficit (13,497,033)      (13,251,141)

       Total Liabilities and
         Stockholders' Deficit     $       169      $        100
                                   ============     =============
________________________________________________________________________________


The accompanying notes are an integral part of these financial statements.


                                        2


                                  HEROES, INC.
                              STATEMENTS OF INCOME
                                   (UNAUDITED)
________________________________________________________________________________



                                        Three Months
                                           Ended
                                          March 31,
                                     2002           2001

Revenue                        $       --      $        -- 

Direct Costs                           --           31,208 

Gross Deficit                          --          (31,208)

Other Operating Expenses:
  Consulting fees                      --          244,500
  Interest and other bank fees    128,897          109,206
  Legal and accounting                250          113,697
  Payroll taxes                     8,224          114,218
  Salaries and wages              107,500          742,740
  Software license and
   development                         --          151,261
  Other operating expenses          1,021          487,812 

  Total Operating Expenses        245,892        1,954,434 

LOSS BEFORE
  PROVISION FOR
  INCOME TAXES                   (245,892)      (1,985,642)

PROVISION FOR INCOME
  TAXES                                --               -- 

NET LOSS                       $ (245,892)     $(1,985,642)
                               ===========     ============

NET LOSS
  PER SHARE:
  Basic and Diluted            $    (0.00)     $     (0.05)
                               ===========     ============

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING:
  Basic and Diluted            99,213,109       36,334,419
                               ===========     ============
________________________________________________________________________________

The accompanying notes are an integral part of these financial statements.



                                        3




                                  HEROES, INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
________________________________________________________________________________

                                                                  Three Months
                                                                    March 31,
                                                                2002        2001

Net loss                                                  $  (245,892)   $(1,985,642)
Adjustments to reconcile net loss to net cash used in
operating activities:
  Depreciation                                                     --          2,100
  Issuance of common stock for compensation & expenses             --        160,002
  Decrease in assets:
         Prepaid maintenance costs                                 --        440,081
         Other assets                                              --         10,497
  Increase (decrease) in liabilities:
         Accounts payable and accrued expenses                129,237        554,209
         Accrued compensation                                 115,724        332,126
         Deferred maintenance and training revenues                --       (415,997)

Net Cash Used in Operating Activities                     $      (931)   $  (902,624)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Acquisition of equipment                                         --       (273,244)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash received for note payable to stockholder                 1,000             --
  Cash received for common stock                                   --      1,105,750 

Net Cash Provided By Financing Activities                       1,000      1,105,750 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   69        (70,118)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                  $        69    $       150
                                                          ============   ============



                  NONCASH INVESTING AND FINANCING TRANSACTIONS

During the three months ended March 31, 2001, the Company issued 695,012 shares
of common stock for compensation to certain employees for total expense of
$160,002.

________________________________________________________________________________

The accompanying notes are an integral part of these financial statements.

                                        4


                                  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 the 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 statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X of the Securities and Exchange Commission ("SEC"). Accordingly,
the financial statements do not include all of the information and 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 three months ended March 31, 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 of December 31, 2001 and
2000 contained in our current Annual Report on 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 $13,000,000 through March 31, 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.


                                       5


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 March 31, 2002, we had cash of $67, a working capital deficit and
stockholders deficit of approximately $13.5 million. 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 periods ended March 31, 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 our current customer,
the Metropolitan Regional Educational Service Agency ("MRESA"), pending the
outcome of an audit of MRESA by Arthur Andersen, LLP, and the determination by
both the Federal Communications Commission ("FCC") and the Schools and Libraries
Division ("SLD") as to whether or not the MRESA project shall continue, and
under what terms and conditions.

Our current customer is MRESA, an administrative services agency of the Georgia
Department of Education. The MRESA jurisdiction covers over 11 school districts,
and nearly 750 schools. Our contract with MRESA was executed in March 1999, and
we began performance thereunder in August 1999. This contract continues for a
three-year period. As of December 31, 1999, we had completed Year 1 of the three
Years under this contract and installed our services at 192 schools. All
invoices and installations for Year 1 were approved by MRESA. We began
performance on Year 2 of our contract with MRESA in early May 2000. Lynxus, Inc.
("Lynxus"), our main contractor at that time, was responsible for all
performance under the contract, including the procurement and installation of
all equipment.

In August 2000, Arthur Andersen, LLP, began an audit of MRESA. The MRESA
contract is funded by the SLD of the Universal Service Administrative Company.
This is a non-profit entity under the jurisdiction of the Federal Communications
Commission ("FCC"). The latter administers all " E rate" funds, which were
enacted pursuant to the Federal Telecommunications Act of 1996. The program
under which the SLD provides funding to MRESA requires a 10% to 50% matching
commitment for each school from private, corporate or charitable contributions.
The audit is part of an ongoing program integrity process initiated by the SLD
to ensure that applicants and vendors (beneficiaries) of the E-rate program
comply fully with all FCC and SLD program guidelines, rules and regulations. A
number of beneficiaries of the SLD program are audited annually. The
determination of which beneficiaries are audited is done both randomly and based
on the size of the beneficiary's award. We, as the service provider of the
contract, are also being audited as part of this process. As of the date of this
report, we have invoiced a total of $3,595,648 for services performed under our
contract for Year 2 of this program to the SLD, with all invoices being approved
by MRESA. As of the date of this report, all of that amount remains outstanding
and unpaid by the SLD. We have also invoiced MRESA $2,600,735 for Year 2
matching funds which also remains outstanding as of the date of this report. We
do not anticipate payment from the SLD for past services performed by us. The
total amount of invoices to the SLD and MRESA for Year 2, as per our agreement,
could eventually exceed $12,000,000.

Other operating expenses decreased to approximately $246,000 for the three month
period ending March 31, 2002 from approximately $1,954,000 for the same period
in 2001 and our salary expense decreased to approximately $107,000 for the three
month period ending March 31, 2002 from $742,000 for the same period in 2001,
primarily due to the reduction of operations.


                                       6

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.

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


                                       7



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

        NONE

(b)     Reports on Form 8-K.

        NONE

                                   SIGNATURES

        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.


                                                /s/ Amer A. Mardam-Bey
                                          By:   Amer A. Mardam-Bey
                                                (President & CEO)
                                          Date: May 20, 2002`