SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                                   FORM 10-QSB


     Quarterly report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                For the quarterly period ended March 31, 2002
                     Commission file number 333-41206

               Clip 'N Pierce Fashions, Inc.
             ----------------------------------------------
             (Name of Small Business Issuer in its Charter)

             Delaware                                     33-0850014
  ------------------------------                      ------------------
 (State or Other Jurisdiction of                       I.R.S. Employer
  Incorporation or Organization)                       Idenification No.

   3838 Camino Del Rio North #333 San Diego, CA               92108
  ---------------------------------------                 ----------
  (Address of Principal Executive Offices)                (ZIP Code)

                                 (619) 280-8000
           ------------------------------------------------
           (Issuer's Telephone Number, Including Area Code)

              4190 Bonita Rd. #105 Bonita CA 91902
    --------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if changed
                        since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  [X]        No  [ ]
     ---            ---

There were 10,733,334 shares of Common stock outstanding as of May 12, 2002.

<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements

                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS


PAGE    1        BALANCE SHEET AS OF MARCH 31, 2002 (UNAUDITED) AND
                 DECEMBER 31, 2001

PAGE    2        STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
                 2002 AND 2001 (UNAUDITED) AND FOR THE PERIOD FROM APRIL 14,
                 1999 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

PAGE    3        STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
                 2002 AND 2001 (UNAUDITED) AND FOR THE PERIOD FROM APRIL 14,
                 1999 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

PAGES 4 - 5      NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2002

                                                                        PAGE 2

<PAGE>

                          CLIP `N PIERCE FASHIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET


<TABLE>
<CAPTION>

                                     ASSETS
                                                         March 31, 2002
                                                          (Unaudited)        December 31, 2001
                                                       --------------------  -------------------
<S>                                                     <C>                  <C>
CURRENT ASSETS

 Cash                                                   $             439    $             512
                                                       --------------------  -------------------

TOTAL ASSETS                                            $             439    $             512
                                                       ====================  ===================


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accrued expenses                                       $           1,496    $           6,741
                                                       --------------------  -------------------

      Total Liabilities                                             1,496                6,741
                                                       --------------------  -------------------

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $0.001 par value, 20,000,000
  shares authorized, none issued and outstanding
 Common stock, $0.0001 par value, 50,000,000 shares
  authorized, 8,400,000 shares issued and outstanding                 840                  840
 Additional paid-in capital                                        33,356               25,256
 Deficit accumulated during development stage                     (35,253)             (32,325)
                                                       --------------------  -------------------

      Total Stockholders' Deficiency                               (1,057)              (6,229)
                                                       --------------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY          $             439    $             512
                                                       ====================  ===================
</TABLE>
                 See accompanying notes to financial statements.
                                        1
                                                                        PAGE 3


<PAGE>

                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                           For the Three      For the Three       For The Period
                                                                                       From
                                                                                  April 14, 1999
                                           Months Ended        Months Ended       (Inception) To
                                          March 31, 2002      March 31, 2001      March 31, 2002
                                            (Unaudited)        (Unaudited)         (Unaudited)
                                         -----------------  ------------------  -------------------



<S>                                      <C>                 <C>                 <C>
INCOME                                   $              -    $          -        $          -
                                         -----------------  ------------------  -------------------

EXPENSES
 General and administrative                         1,636              5,230              5,609
 Organization costs                                     -               -                      456
 Professional fees                                  1,292                500             26,928
                                                                                -------------------
                                         -----------------  ------------------
     Total Expenses                                 2,928              5,730              32,993
                                         -----------------  ------------------  -------------------

NET LOSS                                 $         (2,928)   $         (5,730)   $        (32,993)
                                         =================  ==================  ===================

NET LOSS PER SHARE - BASIC AND DILUTED   $            -      $          -        $           -
                                         =================  ==================  ===================

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING DURING THE PERIOD
  -BASIC AND DILUTED                            8,400,000            8,400,000          8,400,000
                                         =================  ==================  ===================
</TABLE>

                 See accompanying notes to financial statements.
                                        2
                                                                        PAGE 4

<PAGE>

                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                  For the Three      For the Three      For The Period
                                                                                             From
                                                                                        April 14, 1999
                                                   Months Ended       Months Ended      (Inception) To
                                                  March 31, 2002     March 31, 2001     March 31, 2002
                                                   (Unaudited)        (Unaudited)        (Unaudited)
                                                  ---------------- ------------------ -------------------
<S>                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         $        (2,928)   $        (5,730)   $       (35,253)
 Adjustments to reconcile net loss to net cash
  used in operating
  activities:
 Expenses paid by promoter                                   -                  -                   456
 Accrued expenses                                          (5,245)            (1,100)             1,496
                                                  ---------------- ------------------ -------------------
       Net Cash Used In Operating Activities               (8,173)            (6,830)           (33,301)
                                                  ---------------- ------------------ -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Capital contributed by a principal stockholder             8,100              6,000             32,900
 Proceeds from common stock issuance                         -                  -                   840
                                                  ---------------- ------------------ -------------------
       Net Cash Provided By Financing Activities            8,100              6,000             33,740
                                                  ---------------- ------------------ -------------------

NET INCREASE (DECREASE) IN CASH                               (73)              (830)               439

CASH - BEGINNING OF PERIOD                                    512              5,515               -
                                                  ---------------- ------------------ -------------------

CASH - END OF PERIOD                              $           439    $         4,685    $           439
                                                  ================ ================== ===================
</TABLE>
                 See accompanying notes to financial statements.
                                        3
                                                                        PAGE 5


<PAGE>
                          CLIP `N PIERCE FASHIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) Organization and Description of Business

       Clip 'N Pierce Fashions, Inc. (a development stage company) (the
       "Company") was incorporated in Delaware on April 14, 1999.

       The Company's principal stockholder designed a unique jewelry product to
       bridge a gap between clip-on and pierced type jewelry products. The
       design was contributed to the Company at zero cost basis and the Company
       intends to have the product manufactured by third party subcontractors
       and marketed through jewelry stores and similar outlets.

       The Company's activities during the development stage have included
       corporate formation, stock issuance, product design and marketing
       studies.

       For further information, refer to the financial statements and footnotes
       for the year ended December 31, 2001 included in the Company's Form
       10-KSB filed on March 15, 2002.

NOTE 2 STOCKHOLDERS' EQUITY (DEFICIENCY)

       (A) Preferred Stock

       The Company is authorized to issue 20,000,000 shares of preferred stock
       at $0.001 par value. The Company has not issued any preferred shares
       through March 31, 2002.

       (B) Common Stock

       The Company is authorized to issue 50,000,000 shares of common stock at
       $0.0001 par value. In December 1999, the Company issued 8,400,000 shares
       of its common stock to various stockholders pursuant to Section 4 (2) of
       the Securities Act of 1933, as amended, for an aggregate consideration of
       $840.

       The Company received $8,100 in capital contributions from a principal
       stockholder, during the months ended March 31, 2002 (See Note 3).

NOTE 3 GOING CONCERN

       As reflected in the accompanying financial statements, the Company has
       accumulated losses of $32,993 since inception, has not generated any
       revenues since it has not implemented its business plan, and has a
       working capital deficiency of $1,057. The ability of the Company to
       continue as a going concern is dependent on the Company's ability to
       raise additional capital and implement its business plan. The financial
       statements do not include any adjustments that might be necessary if the
       Company is unable to continue as a going concern.
                                        4
                                                                        PAGE 6

<PAGE>
       The Company intends to implement its business plan, is currently
       receiving capital contributions from a principal stockholder (See Note
       2(B)) and may seek funding through private placement of its equity
       securities or a combination with another company already engaged in its
       proposed business. Management believes that actions presently taken
       provide the opportunity for the Company to continue as a going concern.

NOTE 4 SUBSEQUENT EVENTS

       Pursuant to a Share Exchange Agreement dated April 22, 2002, the Company
       has acquired all of the outstanding and issued shares of Danepath Ltd., a
       United Kingdom company ("Danepath") and Titanic Explorations Limited
       (BVI), a British Virgin Islands company ("TEL") in exchange for a total
       of 2,333,334 shares of common stock. As a result of this share exchange,
       both Danepath and TEL became wholly-owned subsidiaries of the Company. As
       a result of this acquisition, Argosy International, Ltd., a Turks and
       Caicos Islands corporation, as the sole shareholder of both Danepath and
       TEL became a principal shareholder of the Company.
                                        5
                                                                          PAGE 7


<PAGE>
Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

Certain Forward-Looking Information

Information provided in this Quarterly Report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Forms SB-2 and 10KSB.

Condition and Results of Operations.

Three months ended March 31, 2002 and 2001.

Net sales were $0 for the quarters ended March 31, 2002 and 2001.

Operating Expenses were $2,928 for the quarter ended March 31, 2002 and $5,730
for the same quarter in 2001.

On March 31, 2002 the Company had a Stockholder's equity (Deficit) of ($1,057)
and on December 31, 2001 an equity (deficit) of $(6,229).

On May 16, 2002 the Company provided the following information by filing a Form
8-K.

Pursuant to a Share Exchange Agreement (the "Agreement"), Clip 'N Pierce
Fashions, Inc., a Delaware corporation ("CNP" or the "Company"), has acquired
all of the outstanding and issued shares of Danepath Ltd., a United Kingdom
company ("Danepath") and Titanic Explorations Limited (BVI), a British Virgin
Islands company ("TEL") from the shareholders thereof in exchange for a total of
2,333,334 shares of common stock of CNP (collectively the "Acquisition"). As a
result thereof, both Danepath and TEL became wholly-owned subsidiaries of CNP.

The Acquisition was approved by a Written Consent of the Board of Directors
effective as of April 22, 2002. The Acquisition was approved by a majority of
the shareholders of CNP also on April 22, 2002.

                                                                        PAGE 8


<PAGE>
As a result of said Acquisition, Argosy International, Ltd., a Turks and Caicos
Islands, corporation, as the sole shareholder of both Danepath and TEL became a
principal shareholder of CNP.


The Acquisition described above was effective as of April 22, 2002. Danepath is
in the business of deep water exploration and owns and operates ships, Remote
Operated Vehicles and employs a professional team who have collaborated in
several successful maritime recovery projects.

The TEL assets include a proprietary library of research and intelligence on
shipwrecks which define the detail of their valuable cargo. TEL is also a 50%
participant in a joint venture established for the purpose of locating and
recovering valuable cargo from various shipwrecks.

The Acquisition of Danepath and TEL is deemed "significant." Accordingly,
separate pro forma statements will be filed no later than seventy five (75) days
after the effective date of the Acquisition.



                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

           None

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) (2)  Filed by reference; Form SB-2 filed July 12, 2000.
             (3)  Filed by reference; Form SB-2 filed July 12, 2000.
             (11) Statement re: Computation of per share earnings.

                                                                        PAGE 9

<PAGE>
(b) One 8-K was filed on May 16, 2002.


                                   SIGNATURES


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

                                      CLIP 'N PIERCE FASHIONS, INC.


                                      CARMINE J. BUA
                                      ---------------
Date: 5/20/2002              By       Carmine J. Bua
                                                                       PAGE 10