<PAGE>
                       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 THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001

                 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                 THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

                                       TO
--------------------------------------------------------------------------------
                             COMMISSION FILE NUMBER


                                 DLD GROUP, INC.

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      13-4116841
  -----------------------------------------           --------------------
   (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)



     140 South Roosevelt Avenue, Pasadena, CA                91107
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)             (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (626) 395-6513

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or 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 [ ]


      At December 15, 2001, there were issued and outstanding 8,163,266 shares
of Common Stock.


      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)


<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>
Part I - Financial Information

Item 1. Financial Statements

        Condensed Balance Sheets
        October 31, 2001 (Unaudited) and April 30, 2001                              2

        Condensed Statements of Operations
        Six and Three Months Ended October 31, 2001 and 2000 and Period
        from April 11, 2000 (Date of Inception) to October 31, 2001 (Unaudited)      3

        Condensed Statements of Changes in Stockholders' Equity (Deficiency)
        Six Months Ended October 31, 2001 and Period from April 11, 2000
        (Date of Inception) to October 31, 2001 (Unaudited)                          4

        Condensed Statements of Cash Flows
        Six Months Ended October 31, 2001 and 2000 and Period
        from April 11, 2000 (Date of Inception) to October 31, 2001 (Unaudited)      5

        Notes to Condensed Financial Statements                                    6-8

Item 2. Management's Discussion and Analysis or Plan of Operation                 9-12


Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K                                            13

        Signatures                                                                  13
</TABLE>
<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                       OCTOBER 31, 2001 AND APRIL 30, 2001


<TABLE>
<CAPTION>
                                                               October        April
               ASSETS                                         31, 2001      30, 2001
                                                              --------      --------
                                                             (Unaudited)    (Note 2)
<S>                                                           <C>           <C>
Current asset - cash                                          $ 35,925

Furniture and fixtures                                             495

Patents, net of accumulated amortization of $2,070              18,623      $ 20,693
                                                              --------      --------

              Totals                                          $ 55,043      $ 20,693
                                                              ========      ========

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
      Accounts payable and accrued interest                   $ 27,409      $ 16,807
      Borrowings under line of credit - related party           50,000
                                                              --------      --------
               Total liabilities                                77,409        16,807
                                                              --------      --------

Stockholders' equity (deficiency):
     Preferred stock, $.0001 par value; 20,000,000 shares
         authorized; none issued
     Common stock, $.0001 par value; 100,000,000 shares
         authorized; 8,163,266 issued and outstanding              816           816
     Additional paid-in capital                                 73,850        73,850
     Deficit accumulated during the development stage          (97,032)      (70,780)
                                                              --------      --------
              Total stockholders' equity (deficiency)          (22,366)        3,886
                                                              --------      --------

               Totals                                         $ 55,043      $ 20,693
                                                              ========      ========
</TABLE>


See Notes to Condensed Financial Statements.

                                       2
<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
         SIX AND THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000 AND PERIOD
           FROM APRIL 11, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                        Six Months                       Three Months
                                     Ended October 31,                 Ended October 31,
                                     -----------------                 -----------------
                                   2001             2000             2001             2000         Cumulative
                                   ----             ----             ----             ----         ----------
<S>                            <C>              <C>              <C>              <C>              <C>
General and administrative
      expenses                 $    24,585      $    52,905      $    17,713      $    51,096      $    95,365
                               -----------      -----------      -----------      -----------      -----------

Operating loss                     (24,585)         (52,905)         (17,713)         (51,096)         (95,365)

Interest expense                     1,667                             1,667                             1,667
                               -----------      -----------      -----------      -----------      -----------

Net loss                       $   (26,252)     $   (52,905)     $   (19,380)     $   (51,096)     $   (97,032)
                               ===========      ===========      ===========      ===========      ===========

Basic net loss per common
      share                    $        --      $      (.01)     $        --      $      (.01)
                               ===========      ===========      ===========      ===========

Basic weighted average
      common shares
      outstanding                8,163,260        4,000,000        8,163,260        4,000,000
                               ===========      ===========      ===========      ===========
</TABLE>


See Notes to Condensed Financial Statements.

                                       3
<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

      CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                SIX MONTHS ENDED OCTOBER 31, 2001 AND PERIOD FROM
             APRIL 11, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                           Accumulated
                                           Preferred Stock               Common Stock         Additional   During the
                                           ---------------               ------------           Paid-in     Develop-
                                         Shares        Amount        Shares        Amount       Capital    ment Stage       Total
                                         ------        ------        ------        ------       -------    ----------       -----
<S>                                    <C>           <C>           <C>           <C>          <C>          <C>           <C>
Balance, April 11, 2000 (date of
     inception)                                --    $       --            --    $       --   $       --   $       --    $       --

Proceeds from issuance of
     common stock                                                   4,000,000           400                                     400
                                       ----------    ----------    ----------    ----------   ----------   ----------    ----------

Balance, April 30, 2000                        --            --     4,000,000           400           --           --           400

Capital contribution                                                                              53,573                     53,573

Issuance of common stock for patents                                4,163,266           416       20,277                     20,693

Net loss                                                                                                      (70,780)      (70,780)
                                       ----------    ----------    ----------    ----------   ----------   ----------    ----------

Balance, April 30, 2001                        --            --     8,163,266           816       73,850      (70,780)        3,886

Net loss                                                                                                      (26,252)      (26,252)
                                       ----------    ----------    ----------    ----------   ----------   ----------    ----------

Balance, October 31, 2001                      --    $       --     8,163,266    $      816   $   73,850   $  (97,032)   $  (22,366)
                                       ==========    ==========    ==========    ==========   ==========   ==========    ==========
</TABLE>


See Notes to Condensed Financial Statements.



                                       4
<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
              SIX MONTHS ENDED OCTOBER 31, 2001 AND 2000 AND PERIOD
           FROM APRIL 11, 2000 (DATE OF INCEPTION) TO OCTOBER 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Six Months
                                                                  Ended October 31,
                                                                  -----------------
                                                                 2001          2000       Cumulative
                                                                 ----          ----       ----------
<S>                                                            <C>           <C>          <C>
Operating activities:
      Net loss                                                 $(26,252)     $(52,905)     $(97,032)
      Expenses paid by stockholder                                             51,809        53,573
      Amortization expense                                        2,070                       2,070
      Accounts payable and accrued interest                      10,602         1,096        27,409
                                                               --------      --------      --------
           Net cash used in operating activities                (13,580)           --       (13,980)
                                                               --------      --------      --------

Investing activities - payments for furniture and fixtures         (495)                       (495)
                                                               --------                    --------

Financing activities:
      Proceeds from sale of common stock                                          400           400
      Borrowings under line of credit                            50,000                      50,000
                                                               --------      --------      --------
           Net cash provided by financing activities             50,000           400        50,400
                                                               --------      --------      --------

Net increase in cash                                             35,925           400        35,925

Cash, beginning of period                                            --            --            --
                                                               --------      --------      --------

Cash, end of period                                            $ 35,925      $    400      $ 35,925
                                                               ========      ========      ========

Supplemental disclosure of noncash investing
  and financing activities:
      Issuance of common stock for patents                                                 $ 20,693
                                                                                           ========
</TABLE>


See Notes to Condensed Financial Statements.



                                       5

<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Operations and business risk factors:

      DLD Group, Inc. (the "Company") was incorporated on April 11, 2000 to
      seek, investigate and, if such investigation warrants, acquire an interest
      in a business entity which desires to seek the perceived advantages of a
      corporation which has a class of securities registered under the
      Securities Act of 1933.

      Effective April 4, 2001, the Company acquired certain patent rights
      represented by Patent Application Number 09-417421 from Dr. Desheng Wang
      for 4,163,266 shares of common stock. The technology behind the patents
      and patent rights is twofold.

      The first is an ozone water purifier which oxidizes organic material found
      in water such as detergents, pesticides, herbicides and phenols, as well
      as inorganic material such as iron, manganese, organically bound heavy
      metals, cyanides, sulfides and nitrates, resulting in high quality, great
      tasting water.

      The second is a universal filter that can be attached to any showerhead or
      purchased as a complete unit. This filter uses a form of food preservative
      to remove chlorine from water, which is the best known material to use for
      this purpose.

      As shown in the accompanying condensed financial statements, the Company
      relies exclusively on its stockholders for liquidity and will only be able
      to continue as a going concern with the financial support of its
      stockholders. In addition, the Company estimates that it will need
      additional working capital of approximately $600,000 to support these
      patent rights.

      Management plans to obtain such financing through private offerings of
      debt and equity securities. However, management cannot assure that the
      Company will be able to obtain any or all of the additional financing it
      will need in order to continue to operate through at least April 30, 2002
      or that, ultimately, it will be able to generate any profitable
      operations. If the Company is unable to obtain the required financing, it
      may have to curtail its operations or terminate its operations and
      liquidate its remaining assets and liabilities.

      The Company had not conducted any commercial operations through October
      31, 2001 and, accordingly, it was in the development stage as of that
      date.





                                       6

<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 2 - Unaudited financial statements:

      In the opinion of management, the accompanying unaudited condensed
      financial statements reflect all adjustments, consisting of normal
      recurring accruals, necessary to present fairly the financial position of
      the Company as of October 31, 2001, and its results of operations for the
      six and three months ended October 31, 2001 and 2000, cash flows for the
      six months ended October 31, 2001 and 2000 and changes in stockholders'
      equity (deficiency) for the six months ended October 31, 2001 and the
      related cumulative amounts for period from April 11, 2000 (date of
      inception) to October 31, 2001. Information included in the condensed
      balance sheet as of April 30, 2001 has been derived from, and certain
      terms used herein are defined in, the audited financial statements of the
      Company as of April 30, 2001 and for the year ended April 30, 2001 and
      period from April 11, 2000 (date of inception) to April 30, 2000 and
      period from April 11, 2000 (date of inception) to April 30, 2001 (the
      "Audited Financial Statements") included in the Company's annual report on
      Form 10-KSB that was previously filed with the United States Securities
      and Exchange Commission (the "SEC"). Pursuant to the rules and regulations
      of the SEC, certain information and disclosures normally included in
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been condensed or
      omitted from these condensed financial statements unless significant
      changes have taken place since the end of the most recent fiscal year.
      Accordingly, these unaudited condensed financial statements should be read
      in conjunction with the Audited Financial Statements and the other
      information also included in the Form 10-KSB.

      The results of operations for the six and three months ended October 31,
      2001 are not necessarily indicative of the results of operations for the
      full year ending April 30, 2002.

Note 3 - Summary of significant accounting policies:

      Patents:

            Patents are being amortized using the straight line method over five
            years.

Note 4 - Net earnings (loss) per share:

            The Company presents basic earnings (loss) per share and, if
            appropriate, diluted earnings per share in accordance with the
            provisions of Statement of Financial Accounting Standards No. 128,
            "Earnings per Share." Basic earnings (loss) per common share is
            calculated by dividing net income or loss by the weighted average
            number of common shares outstanding during the period. The
            calculation of diluted earnings per common share is similar to that
            of basic earnings per common share, except that the denominator is
            increased to include the number of additional common shares that
            would have been outstanding if all potentially dilutive common
            shares, such as those issuable upon the exercise of stock options,
            were issued during the period. Diluted per share amounts have not
            been presented in the accompanying unaudited condensed statements of
            operations because the Company did not have any potentially dilutive
            common shares outstanding during the six and three months ended
            October 31, 2001 and 2000.

                                       7

<PAGE>
                                 DLD GROUP, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 5 - Related party transactions:

            The Company has entered into an agreement with Capital Advisory
            Partners, LLC ("CAP") pursuant to which CAP was to supervise the
            search for potential target companies for a business combination. As
            of October 31, 2001, CAP owns 40,000 shares of the Company's common
            stock. Under the terms of the agreement, CAP agreed to pay all
            expenses of the Company without repayment until such time that a
            business combination was consummated. From April 11, 2000 (date of
            inception) to October 31, 2001, CAP incurred expenses on behalf of
            the Company totaling $53,573 (it did not incur any such expenses
            prior to that period) and, accordingly, the Company recorded a
            charge to operations and a contribution to capital in that amount,
            when CAP paid these expenses. The agreement was terminated on April
            11, 2001.

            Patricia A. Meding was the sole officer and director of the Company
            until her resignation on April 11, 2001. She is the sole officer,
            director and controlling stockholder of CAP.

            On July 5, 2001, the Company received a $50,000 working capital
            loan, bearing interest at 10%, from a company in which a member of
            the Board of Directors is a principal stockholder. The note is to be
            repaid upon the receipt of the first $50,000 raised in either debt
            or equity financing.

                                     * * *


                                       8
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.

OVERVIEW

      DLD Group, Inc. (the "Company") was incorporated on April 11, 2000 under
the laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no operations to
date other than issuing shares to its original shareholders.

      The Company was formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company with a class of
registered securities.

      Effective April 4, 2001, the Company acquired certain patent rights
represented by Patent Application Number 09-417421 from Dr. Desheng Wang for
4,163,266 shares of common stock.

      The technology behind the patent is twofold. The first is an ozone water
purifier which oxidizes organic material found in water such as detergents,
pesticides, herbicides and phenois, as well as inorganic material such as iron,
manganese, organically bound heavy metals, cyanides, sulfides and nitrates,
resulting in high quality, great tasting water.

      The second is a universal filter that can be attached to any showerhead or
purchased as a complete unit. This filter uses a form of food preservative to
remove chlorine from water, which is the best known material to use for this
purpose.

      PLAN OF OPERATION

      Over the next twelve months the Company will seek to develop the
technology underlying the patent. The Company relies exclusively on its
stockholders for liquidity. The Company will need $600,000 over the next twelve
months to effectively develop the technology underlying the patent and run the
business. Management plans to obtain such financing through private offerings of
debt and equity securities. However, there can be no assurance that Management
will be able to obtain the additional financing it will need in order to
continue to operate through October 31, 2002.

      In July, 2001, Infotopia, Inc., an Ohio-based direct marketer (in which
Ernest Zavoral, a director of the Company, is an executive officer, director and
major shareholder), loaned $50,000 to the Company. This was evidenced by a note
that bears no interest for the first 90 days, and thereafter bears interest at
the rate of 10% per annum until the balance of the principal and interest is
paid off. Infotopia has expressed an interest in marketing our products, as part
of the line of goods they market through infomercials.

      We have used the proceeds of this loan to rent 1,000 square feet of office
space in Shanghai, People's Republic of China ("PRC") for $US400/month. We have
hired six employees, a manager, a secretary, a mechanical engineer, an
electrical engineer, an art designer and a Chinese accountant.

      The engineers are in the process of creating a practical design for the
ozonator and an ozone water purifier. When these designs are complete, we expect
to enter into contracts in the PRC for the manufacture of these products. We
anticipate that the $50,000 loan will be sufficient for the design portion
(including the cost of making the requisite molds for manufacturing the
products) and the initial portion of the manufacturing process. We will not be
hiring sales personnel in the United States until some time after the
manufacturing process is completed. We believe that Infotopia, the lender of the
$50,000 loan, will have an interest in marketing our products.


                                       9
<PAGE>
      In order to progress beyond the initial design and manufacturing stages,
we will need additional financing, which we are attempting to procure by a
variety of means. No assurance can be given that we will be able to obtain such
financing, or obtain financing on commercially reasonable terms.

      The Company will consider a business combination for such financing. The
Company will seek business combination candidates in an industry or industry
segment that would assist the Company in development, marketing and distribution
of the technology underlying the patent. However, Management's discretion is, as
a practical matter, unlimited in the selection of a business combination
candidate. Management of the Company will seek business combination candidates
in the United States and other countries, as available time and resources
permit, through existing associations and by word of mouth. This plan of
operation has been adopted in order to attempt to create value for the Company's
shareholders.

      The Company does not expect to buy or sell any real estate, plant or
equipment except as such a purchase might occur by way of a business combination
that is structured as an asset purchase, and no such asset purchase currently is
anticipated.

      The Company has not engaged in any negotiations with any specific entity
regarding the possibility of a business combination with the Company. The
agreement between the Company and Capital Advisory Partners, LLC, a shareholder
of the Company, to supervise the search for target companies as potential
candidates for a business combination was terminated on April 11, 2001.

      The Company anticipates that it may seek to locate a target company
through solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. No estimate can be made as to the
number of persons who may be contacted or solicited. To date the Company has not
made any solicitations, does not anticipate that it will do so, and expects to
rely on referrals from consultants in the business and financial communities for
referrals of potential target companies.

      COMPETITION. Competition may develop, which will be better able to develop
similar technologies and products in a quicker and more cost efficient manner
than we can. It is our belief that there are a significant number of companies
that could command greater resources than those available to us, to develop and
exploit rival water purification technologies. These companies may be able to
reach production stages sooner than we can, and, in effect, deprive us of market
share in the market for water purification products. Our current management has
only limited business experience. As a result of this limited experience, there
is a higher risk of our being unable to exploit our patent rights and fully
implement our business plan.

      It is noteworthy that the market for products utilizing water purification
technology, particularly at the consumer level, is intensely competitive, and
that there are numerous products in the market now, such as the water-tap or
pitcher- filter type filters marketed under the "PUR" or "Brita" brand-names,
that enjoy wide distribution, and which are backed by substantial resources for
research and development and marketing. We would thus be competing with entities
that enjoy substantial commercial advantages over us, in the absence of any
third-party alliances we might be able to enter into.

      RESULTS OF OPERATIONS

      Revenues:

      The Company has not conducted any commercial operations through October
31, 2001 and accordingly it was in the development stage as of that date.

      General and Administrative:

For the three and six months ended October 31, 2001 and 2000 and the  period
from April 11, 2000 ( date of inception) to October 31, 2001, was approximately
$18,000, $25,000, $51,000, $53,000 and $95,000, respectively. This was due to
general and administrative expenses, including professional fees, incurred by
the Company in connection with its formation, the filing of a registration
statement on Form 10-SB and other filings under the Securities Exchange Act of
1934 (the "Exchange Act"), as well as rent and other operating expenses.

                                       10
<PAGE>
      Interest Expense

      Interest expense for the three and six months ended October 31, 2001 and
the period from April 11, 2000 ( date of inception) to October 31, 2001 was
$1,667 which was derived from the $50,000 working capital loan received on July
5, 2001.

      Net Loss

      Net loss for the three and six months ended October 31, 2001 and 2000 and
the period from April 11, 2000 ( date of inception) to October 31, 2001, was
approximately $19,000, $26,000, $51,000, $53,000 and $97,000, respectively. The
reason for the net losses is explained above.

      Liquidity and Capital Resources

      On July 5, 2001, the Company received a $50,000 working capital loan,
bearing interest at 10%, from a company in which a member of the Board of
Directors is a principal stockholder. The note is to be repaid upon the receipt
of the first $50,000 raised in either debt or equity financing.

      To date, the Company has used cash of approximately $14,000 from its
operating activities. The cash used for operating activities is due to the
following; (1) a net loss of approximately $97,000, (2) timing of payments of
accounts payable and accrued interest of approximately $27,000, (3) amortization
of patents of approximately $2,000 and (3) expenses paid by a stockholder of
approximately $54,000.

      To date, the Company has generated cash of approximately $50,000 from its
financing activities which resulted primarily from the Company obtaining a
$50,000 working capital loan from a company in which a member of the Board of
Directors is a principal stockholder.

      Through October 31, 2001 the Company had not generated any revenue from
operations and, accordingly are in the development stage. The Company will need
additional working capital of approximately $600,000 to pay future debts and
meet operating expenses by raising additional funds, acquiring a profitable
company or otherwise generate positive cash flow.

      There is no assurance that the Company will be able to raise necessary
funds from outside sources. Such a lack of funds could result in severe
consequences to the Company, including among others:

      (1) failure to make timely filings with the SEC as required by the
Exchange Act;

      (2) curtailing or eliminating the Company's ability to locate and perform
suitable investigations of potential acquisitions;

      (3) inability to complete a desirable acquisition due to lack of funds to
pay legal and accounting fees and acquisition-related expenses; or

      (4) failure to gain approval of its patent rights.

      The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.

      CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      The statements contained in the section captioned Management's Discussion
and



                                       11
<PAGE>
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements



                                       12
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

            None.

ITEM 2 - CHANGES IN SECURITIES

            None.

ITEM 3 - DEFAULT IN 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: Exhibits required to be attached by Item 601 of Regulation S-B
      are listed in the Index to Exhibits in this Form 10-QSB, and are
      incorporated herein by this reference.

(b)   Reports on Form 8-K: No reports on Form 8-K were filed during the period
      covered by this Form 10-QSB.



                                       13
<PAGE>
                                   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, this 2nd day of January, 2002.


DLD Group, Inc.

By: /s/Desheng Wang
   ---------------------------------
Desheng Wang, President, CEO & Director
Dated: January 2, 2002



                                INDEX TO EXHIBITS

Exhibits

<TABLE>
<CAPTION>
Number            Description of Document
------            -----------------------
<S>               <C>
2.1               Purchase and Sale Agreement dated March 6, 2001 by and amon
                  Dr. Desheng Wang and the Company(1)

3.1               Certificate of Incorporation dated April 11, 2000(2)

3.2               Bylaws(2)

3.3               Amendment No. 1 to the By-Laws.(2)

10.1              Agreement with Capital Advisory Partners, LLC(2)

10.2              Lock up agreements.(2)

</TABLE>

----------

(1)   Filed as part of the Company's Form 8-K, filed April 17, 2001.

(2)   Filed as part of the Company's Registration Statement on Form 10-SB, filed
      May 17, 2000.