UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549
                                  FORM 10-Q SB

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

                 For the quarter report ended December 31, 2001
                                       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 number 000-31735

                          PRO GLASS TECHNOLOGIES, INC.
   (Exact name of small business issuer as registrant as specified in charter)

         Nevada                                       88-0231200
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                 300-369 Queens Way Ave., Kelowna, B.C. V1Y8E64
                     (Address of principal executive office)

          Registrants telephone no., including area code (250) 762-8082


     Check whether the registrant (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such  reports),  Yes [ ] No [X] and (2) has been  subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuers  classes of
common stock, as of the last practicable date.

                  Class               Outstanding as of  December 31, 2001
Common Stock, $0.001                              24,666,449

                                        i





                                TABLE OF CONTENTS
                          PART 1. FINANCIAL INFORMATION

Heading                                                                 Page

Item 1.                    Consolidated Financial Statements             1-2

                           Consolidated Balance Sheets December 31, 2001
                              And September 30, 2001                     3-4

                           Consolidated Statements of Operations   three months
                              Ended December 31, 2001 and
                               December 31, 2000                          5

                           Consolidated Statement of Stockholders Equity  6-7

                           Consolidated Statements of Cash Flows  three months
                                Ended December 31, 2001
                                and December 31, 2000                     8

                           Notes to Consolidated Financial Statements     9-15

Item 2.                    Managements Discussion and Analysis and
                              Result of  Operations                      16




                           PART II. OTHER INFORMATION

Item 1.                    Legal Proceedings                           17

Item 2.                    Changes in Security                         17

Item 3.                    Defaults Upon Senior Securities             17

Item 4.                    Submission of Matter to a Vote of            17
                               Securities Holders

Item 5.                    Other Information                            17

Item 6.                    Exhibits and Reports on Form 8-K             17

                           Signatures                                    S-1






                                       ii



                          PART 1 FINANCIAL INFORMATION

                           Item 1. Financial Statement


     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance  with the  instructions  for Form  10-Q  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission  and,  therefore,  do not
include all information and footnotes  necessary for a complete  presentation of
the financial  position,  results of operations,  cash flows,  and  stockholders
equity in conformity  with  generally  accepted  accounting  principles.  In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

     The unaudited balance sheet of the Company as of December 31, 2001, and the
balance sheet of the Company as of September 30, 2001, which is derived from the
Companys audited financial statements, the unaudited statement of operations and
cash flows for the three  months  ended  December 31, 2001 and December 31, 2000
and the statements of stockholders  equity for the period from September 1, 1998
through  December 31, 2001 are attached hereto and  incorporated  herein by this
reference.

     Operating  results  for  the  quarter  ended  December  31,  2001  are  not
necessarily  indicative  of the results that can be expected for the year ending
September 30, 2002.



                                ARMANDO C. 1BARRA

                          CERTIFIED PUBLIC ACCOUNTANTS
                          (A Professional Corporation)


To the Board of Directors of
Pro Glass Technologies, Inc.
(Formerly Pro Glass Technologies, Inc. Canada)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T I

                         INDEPENDENT ACCOUNTANT'S REPORT

We have reviewed the accompanying balance sheets of Pro Glass Technologies, Inc.
(Formerly Pro Glass Technologies, Inc, Canada) as of December 31, 2000 and 1999,
and the related statements of operations,  stockholders'  equity, and cash flows
for the three months then ended,  in accordance with Statements on Standards for
Accounting Review Services issued by the American  Institute of Certified Public
Accountants.  All  information  included in these  financial  statements  is the
representation of the management of Pro Glass Technologies, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any  modifications  that should be made
to the accompanying  financial  statements in order for them to be in conformity
with generally accepted accounting principles.

Our review was made for the purpose of expressing  limited  assurance that there
are no material modifications that should be made to the financial statements in
order  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.  The information  included in the accompanying  schedules of general
and  administrative  expenses  is  presented  only  for  supplementary  analysis
purposes.  Such  information  has been  subjected to the inquiry and  analytical
procedures applied in the review of the basic financial  statements,  and we are
not aware of any material modifications that should be made to it.

Arrnando C. lbarra, CPA

February 12, 2002
Chula Vista, California

                       350 E Street, Chula Vista, CA 91910

Tel: (619) 422-1348                                        Fax: (619) 422-1465


                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)

                                 Balance Sheets

                                                      Three Months
                                                        Ended       Year Ended
                                                      December 31, September 30,
                                                         2001          2001

ASSETS

Current Assets
Cash                                                       126        $  25,432
Accounts receivable                                     32,742           52.052
Other receivable                                           989              997
Due from Cal Alta                                      137,688          138,831
Inventory                                               14,958           14,594
Earned discounts receivable                             14,270           11,534
Prepaid expense                                         48,213            5,517
Income tax benefit                                     109,092          100,132
Total Current Assets                                   358,078          349,087
Net Property & Equipment                                30,397           16,511
Other Assets
Investment                                             150.000          150,000
Net intangible assets                                  118,179          122,709
Total Other Assets                                     268,179          272,709
TOTAL ASSETS                                         $ 656,654        $ 638,307

LIABILITIES STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                     $  83,147        $  80,022
GST payable                                                471            1,201
Note payable - current portion                           6,717                0
Salary payable                                               0           10,942
Total Current Liabilities                               90,335           92,165
Long-term Liabilities
Note payable                                            10.713                0
Total Long-term Liabilities                             10,713                0
Stockholders' Equity
Common stock, ($0,001 par
value, 50,000,000 shares
authorized: 24,666,449
and 23,166,449 shares issued and
outstanding as of December
31, 2001 and 2000, respectively)                        24,666           23,166
Additional paid-in capital                             888,651          830,151
Retained earnings (deficit)                           (356,305)        (305,529)
Foreign currency translation
adjustment                                              (1,406)          (1,646)
Total Stockholders' Equity                             555.606          546,142
TOTAL LIABILITIES
& STOCKHOLDERS EQUITY                                $ 656,654        $ 638,307

                        See Notes to Financial Statements
                                        2



                 (Formerly Pro Glass Technologies, Inc. Canada)
                            Statements of Operations

                                                    Three Months   Three Months
                                                      Ended            Ended
                                                    December 31,   December 31,
                                                      2001             2000

REVENUES

Sales                                            $    117,416      $    159,884
Total Revenues                                        117,416           159,884
COSTS OF SALES
Glass & moldings                                       61,727            58,937
Glass supplies                                          4,549             2,154
Sub. contractors                                        5,716             9,598
Depreciation & amortization                             5,280             5,763
Total Costs of Sales                                   77,272            76,452
GROSS PROFIT                                           40,144            83,433
GENERAL & ADMINISTRATIVE EXPENSES                      99,863            97,714
Operating Income (Loss)                               (59,719)          (14,281)
Other Income / (Expenses)
Interest income                                             0                16
Interest expense                                          (17)                0
Total Other Income / (Expenses)                           (17)               16
NET INCOME I (LOSS) BEFORE INCOME TAXES               (59,736)          (14,265)
(PROVISION FOR INCOME TAXES) - BENEFIT                  9,960      $      2,140
NET INCOME (LOSS)                                $    (50,776)     $    (12,125)
BASIC EARNING (LOSS) PER SHARE                         (0,00)             (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                          24,063,188        22,692,449

See Notes to Financial Statements
                                        3



                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                        Statement of Stockholder's Eqtdty
                             As of December 31, 2001
                                           Common         Common    Additional
                                           Shares          Stock     Paid-in
                                                          Amount      Capital

Common shares issued September 1, 1998
for cash
@ $.167 per share                           564,000 $        564 $       93,350

Operating loss
September 30, 1998                                  -            -            -

Balance, September 30, 1998                   564,000          564       93,349

Common shares issued October 1, 1998
to F. Aicllo
@ $,02 a share                             15,000,000       15,000      256,605

Common shares issued March 31, 1999
for cash 0
$ .068 a share                              1,010.000        1,010       67,670

Common shares issued July 31, 1999
for cash
@ $.068 a share                             1,140,000        1,140       76,380

Contributed capital
for services (note 10)                              -            -       40,000

Foreign currency
translation adjustment                              -            -            -

Operating Income
September 30, 1999                                  -            -            -

Balance,
September 30, 1999                         17,714,000 S   17,714 $      534,004

Recapitalization (note 1)                   3,000,000        3,000       (2,919)

Cornmon shares issued December 7, 1999
for services
rendered @ $ -099 a share                   1,247,049        1,247      122,459

Common Shares issued January 11, 2000
for services r
endered @ $ .106 a share                      350,000          350       36,830

Common Shares issued April 3, 2000
for cash @ $ .27 a share                      250,000          250       67,250

Common Shares issued April 10, 2000
for cash @ $ .34 a share                      121,400          121       41,171

Common Shares issued June 14, 2000
for cash @ $34 a share                         10,000           10        3,390

Foreign currency
translation adjustment                              -            -            -

Operating loss September 30, 2000                   -            -            -

Balance, September 30, 2000                22,692,449 $   22,692 $      802,185




                                               Retained        Total
                                               Earnings
                                               (Deficit)

Common shares issued September 1, 1998
for cash @ $.167 per share                $          -    $  93,914

Operating loss
September 30, 1998                             (61,769)     (61,769)

Balance, September 30, 1998                    (61,769)      32,144

Common shares issued October 1, 1998
to F. Aicllo @ $,02 a share                          -      271,605

Common shares issued March 31, 1999
for cash 0 $ .068 a share                            -       68,680

Common shares issued July 31, 1999
for cash @ $.068 a share                             -       77,520

Contributed capital
for services (note 10)                               -       40,000

Foreign currency
translation adjustment                               -         (352)

Operating Income
September 30, 1999                             (25,502)     (25,502)

Balance, September 30, 1999              $    (87,271) $     464,095

Recapitalization (note 1)                            -           81

Cornmon shares issued December 7, 1999
for services
rendered @ $ -099 a share                            -      123,706

Common Shares issued January 11, 2000
for services
rendered @ $ .106 a share                            -       37,180

Common Shares issued April 3, 2000
for cash @ $ .27 a share                             -       67,500

Common Shares issued April 10, 2000
for cash @ $ .34 a share                             -       41,292

Common Shares issued June 14, 2000
for cash @ $34 a share                               -        3,400

Foreign currency translation adjustment              -        1,895
Operating loss
September 30, 2000                            (101,230)    (101,230)

Balance,
September 30, 2000                         $ (188,501)    $  637,919

                        See Notes to Financial Statements
                                        4




                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                        Statement of Stockholder's Equity

                                                Common     Common    Additional
                                               Shares      Stock      Paid-In
                                                            Amount    Capital

Balance, September
30, 2000                                      22,692,449 $   22,692 $    802,185

Common Shares issued September 9, 2001
for director fees C& $.06 a share                  474,000        474     27,966


Foreign currency
translation adjustment                                   -          -          -

Operating loss
September 30, 2001                                       -          -          -

Balance, September
30, 2001                                      23,166,449 $   23,166 $   $ 30,151

Common Shares issued November 7, 2001
for office
r salary @ $.04 a share                          1,500,000      1,500     58,500

Foreign currency
translation adjustment                                   -          -          -

Operating loss
December 31, 2001                                        -          -          -

Balance, December 31, 2001                    24,666,449 $   24,666 $    888,651

                        See Notes to Financial Statements
                                        5

                                              Retained        Total
                                              Earnings
                                              (Deficit)

Balance Septemberr 30, 2000             $    (188,501) $    637,919

Common Shares issued September 9, 2001
for director fees C& $.06 a share                    -       28,440

Foreign currency translation adjustment              -       (3,189)

Operating loss September 30, 2001             (117,028)    (117,028)

Balance, September 30, 2001                 $(305,529) $    946,142

Common Shares issued November 7, 2001
for officer salary @ $.04 a share                    -       60,000

Foreign currency translation adjustment              -          240

Operating loss December 31, 2001               (50,776)     (50,776)

Balance, December 31, 2001                   $(356,305)   $ 555,606








                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                            Statements of Cash Flows

                                                     Three Months  Three Months
                                                        Ended        Ended
                                                     December 31,   December 31,

                                                         2001             2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss)                                   $ (50,776)      $ (12,125)
Depreciation expense                                      5,280           5,763
(Increase) / decrease
in accounts receivable                                   19,432          19,619
(Increase) in
notes receivable                                          1,158         (48,813)
(Increase) / decrease
in inventory                                               (366)         (5,228)
(Increase) / decrease
in prepaid expenses                                     (42,681)          4,307
(Increase) / decrease
in other assets                                           1,510               0
(Increase) / decrease
in provision for unearned discounts                      (2,753)        (10,850)
(Increase) / decrease
in income tax benefit                                    (8,960)         (2,140)
Increase / (decrease)
in accounts payable                                       3,145          13,045
Increase / (decrease)
in notes payable                                          5,794         (41,400)
Common stock issued
for services                                                000               0
Net cash provided /
(used) by operating activities                          (67,717)        (77,822)
CASH FLOWS FROM INVESTING, ACTIVITIES
Acquisition of property & equipment                     (16,362)         (2,361)
Net cash provided/
(used) by investing activities                          (16,362)         (2,361)
CASH FLOWS FROM FINANCING ACTIVITIES
Additional paid-in capital                               58,500               0
Net cash provided
/ (used) by financing activities                         58,500               0
Effect of exchange
rate changes on cash                                        273          (2,510)
Net increase /
(decrease) in cash                                      (25.306)        (82,693)
Cash at beginning of period                              25,432         154,423
Cash at end of periad                                       126          71,730
Supplemental
cashflows disclosures
Cash paid during
period for interest                                          17               0
Supplemental schedule
of non-cash activities
Common stock issued
for services                                              1,500               0

See Notes to Financial Statements
                                                                   6






                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 311 2001

NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS

Organization

Pro Glass Technologies, Inc. was incorporated in Canada on December 15, 1997. On
October  21,  1999  the  Company  entered  into a  recapitalization  with  Regan
Corporation  (a  Nevada  Corporation).  Ragen  changed  its  name  to Pro  Glass
Technologies,  Inc., on October 25, 1999 and increased the authorized  shares to
50,000,000 of $.001 par value common stock.

On  October  21,  1999.  Ragen  Corporation  and Pro  Glass  Technologies,  Inc.
completed an Agreement and Plan of Merger whereby Ragen issued 17,714,000 shares
of its common stock in exchange for all of the  outstanding  common stock of Pro
Glass.  Immediately  prior  to the  Agreement  and  Plan of  Merger,  Ragen  had
3,000,000  shares of common stock issued and  outstanding.  The  acquisition was
accounted for as a recapitalization of Pro Glass because the shareholders of Pro
Glass controlled Ragen after the acquisition.  Therefore,  Pro Glass was treated
as the  acquiring  entity for  accounting  purposes and Ragen was the  surviving
entity for legal purposes.

The Company operates an auto glass repair and installation business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The Company policy is to use the accrual method of accounting and to prepare and
present financial  statements in accordance with generally  accepted  accounting
principles.

b. Advertising, Rights & Customer list

The Company has entered into an exclusivity contract with various companies. The
exclusivity  enables  Pro Glass to be the only auto  glass  company  to  deliver
advertisements to patrons homes.

Cal Alta  compiled  a  customer  list  over a 10-year  period in the auto  glass
industry.  The  customer  list  enables Pro Glass to target  customers  based on
historical data.

c. Consolidation

The accompanying  financial  statements  include the accounts of the Company and
its subsidiaries.  Significant  intercompany accounts and transactions have been
eliminated in consolidation.
                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

         NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d. cash and Cash Eguivalents

For the purposes of the,  statement  of cash flows,  the Company  considers  all
investments with a maturity of three months or less to be cash equivalents.

e. Inventory

Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value,  and consists of auto  windshields and related  materials.  The Company's
inventory is very consistent and not material.

f. Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the,  reported  amounts  of assets and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

g. Accounts Receivable-Trade

Accounts receivable-trade consists of the following at December 31, 2001:

2001

Accounts receivable                                                      $32,742
Allowance for doubtful accounts                                                0
Total                                                                    $32,742

Management  considers  accounts  receivable  as of December 31, 2001 to be fully
collectible.

h. Property and Equipment/Depreciation

Property  and  equipment  are  recorded at cost.  Minor  additions  renewals are
expensed in the year incurred.  Major additions and renewals are capitalized and
depreciated over their estimated useful lives.  Depreciation and amortization is
calculated using  straight-line and accelerated  methods for income tax purposes
(five years for vehicles and equipment,  and seven years for office  furniture).
Total  depreciation  for the three months ended December 31, 2001 and 2000 was $
2,250 and $ 806, respectively.  Amortization for the three months ended December
31, 2001 and 2000 was $ 3,030 and $ 4,957, respectively,

                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

         NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i. Revenue Recognition

The Company  recognizes  revenue from windshield repairs and replacements at the
date the customer's job is completed.

j. Earnings Per Share

Earnings  per share are  provided in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 128 (FAS No.  128)  Earnings  Per  Share.  Due to the
Company's simple capital  structure,  with only common stock  outstanding,  only
basic earnings per share is presented.  Basic earnings per share are computed by
dividing  earnings  available to common  stockholders  by the  weighted  average
number of common shares outstanding,

k. Leases

The  Company  leases two  locations  under an  operating  lease that  expires on
October 21, 2001 and March 31, 2002  (option  renewal for a three year on both).
Rent  expense  for  December  31,  2001  and  2000  was $  8,016  and  $  8,900,
respectively.  The Company also leases a vehicle under  operating lease expiring
through  July 2001.  Lease  expenses for the vehicle for 2001 and 2000 and was $
3,198 and $ 3,299,  respectively.  At December 31, 2001,  minimum  annual rental
commitments under the property noncancelable lease were as follows:

                                Year Ending
                                   2000              $28,132
                                   2001              28,132
                                   2002              28,132




                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

         NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

1. Income Taxes & Tax Recognition

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards.

Deferred tax expense  (benefit)  results from the net change  during the year of
deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized,  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

Income tax  returns  are  reported  to Canada and United  States as  required by
regulated agencies.

NOTE 3. INVESTMENT

This represents the Company's acquisition of 150,0000 shares of $ 1.00 preferred
stock in Triad Industries,  Inc. in exchange for the FAA Enterprises,  Inc. note
receivable  of $ 131,379.  The  remaining  balance of $ 18,261 was recorded as a
note payable to FAA  Enterprises,  Inc, Triad  preferred stock is not considered
trading  securities  and in accordance  with paragraph 7 in SFAS 115 the Company
has the  intent  and  ability to hold those  securities  to  maturity.  The note
payable was paid in the year ended September 30, 2001.

NOTE 4. INCOME TAX BENEFIT

              1998      Net Income / (Loss)                 (75,692)
              1998      Tax benefit carry forward            13,923
              1999      Income tax benefit                    4,501
              1999      Tax benefit carry forward            18,424
              2000      Income tax benefit                   34,346
              2000      Tax benefit carry forward            52,770
              2001      Income tax benefit                   47,362
              2001      Tax benefit carry forward           100,132
              2001      Income tax benefit I" quarter         8,960
              2001      Tax benefit carry forward      $     109,092


                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

NOTE 5. SCHEDULE OF NET OPERATING LOSSES

1998 Net Operating Loss                                               $ (61,769)
1999 Net Operating Loss                                                 (25,502)
2000 Net Operating Loss                                                (101,230)
2001 Net Operating Loss                                                (117,028)
2001 Net operating Loss (12". Qtr.)                                     (50,776)
Net Operating Loss                                                    $ Q56,305)

As of December 31, 2001,  the Company has net operating  loss  carryforwards  of
approximately  $ 356,305  which will  expire 20 years from the date the loss was
incurred.

NOTE 6. PROPERTY & EQUIPMENT

A summary of property and equipment,  and the related depreciation expense is as
follows:
                                                      As fo            As of
                                                December 31       September 31
                                                      2001               2001
Office Equipment                                     $  26,069        $  26,285
Automobile                                              21,601            5,387
Total Office Equip. & Automobile                        47,670           31,672
Accumulated depreciation                              (117,273)         (15,161)

Net Property and Equipment                              30,397           16,511

Depreciation Expense                                     2,250            4,663

NOTE 7. INTANGIBLE ASSETS

Intangible assets consist of the following:

                                                     As of           As of
                                              December 31,       September 30,
                                                       2001            2001
Advertising rights                                  $ 102,131         $ 102,980
Customer list                                          78,562            79,213
Less Accumulated Amortization                         (62,514)          (59,484)
                                                    $ 118,179         $ 122,709




                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

NOTE 7. INTANGIBLE ASSETS (CONTINUED)

Advertising  rights and customer  list are being  amortized  on a  straight-line
basis over a ten-year period in accordance with APB 17.  Intangible  assets were
acquired with the acquisition of Pro Glass Canada. The advertising rights are an
exclusivity  contract Pro Glass has to advertise to patrons homes.  The customer
list  consists of clients  compiled by Cal Alta of Canada over a ten year period
in the auto glass industry. This customer list along with the advertising rights
gives Pro Glass a valuable resource in which they can identify potential clients
to  advertise  to because  the list  provides  a  demographic  of the  Company's
customers.  In accordance  with paragraph 6 of FASB 121 the Company expects that
future cash flows will be more than the carrying amount of the assets; therefore
no impairment loss is being recognized.

NOTE 8. NOTE RECEIVABLE

The amount of $ 137,688  represents a receivable due to Pro Glass from Cal Alta
(a related party) as of December 31, 2001. This amount was carried over from the
merger  between Pro Glass  Canada and Pro Glass USA. Its an amount owed from Cal
Alta which is a holding Company that is owned by an  officer/stockholder.  As of
December 31, 2001 no interest or repayment  schedule  had been  determined,  Cal
Alta has a $500,000 net asset value.  Although Cal Alta is not generating income
at the present time, their net value gives reason to believe that the receivable
is fully collectable.

NOTE 9. CONTRIBUTED CAPITAL

The  contributed  capital of $ 40,000  represents  management  services that Mr.
Frank Aiello donated to Pro Glass Technologies, Inc.

NOTE 10. FOREIGN CURRENCY TRANSLATION

Accounting for Pro Glass  Technologies,  Inc. is conducted in Canadian currency.
As per our audit we convert figures on a quarterly basis in accordance with FASB
# 52. The  functional  currency is in Canadian.  Balance sheets for December 31,
2001 and September 30, 2001 were  translated  at their  respective  end rates of
$1.591  and  $  1.578,  respectively.   Statement  of  operations,  general  and
administrative and cash flows financial statements were reported on the weighted
average for each respective year as required by FASB # 52.




                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
                             As of December 31, 2001

NOTE 11. COMMON STOCK
On September 1, 1998 the Company  issued 564,000 shares of common stock for cash
@ $ .167 per share. As of September 30, 1998 there were 564,000 shares of common
stock  outstanding.  On October 1, 1998 the Company issued  15,000,000 shares of
common stock to R Aiello @ $ .02 a share.  On March 31, 1999 the Company  issued
1,0 10,000 shares of common stock for cash @ $.068 a share. On July 31, 1999 the
Company issued 1, 140,000  shares of common stock for cash @ $ .068 a share.  As
of September 30, 1999 there were 17,714,000 shares of common stock  outstanding.
On October 21, 1999 (prior to the  recapitalization)  the Company had  3,000,000
shares of common  stock  outstanding,  On December  7, 1999 the  Company  issued
1,247,049  shares of common  stock for  services  rendered  @ $ .10 a share.  On
January 11, 2000 the Company  issued 350,000 shares of common stock for services
rendered @ $ 11 a share.  On April 3, 2000 the Company  issued 250,000 shares of
common  stock for cash @ $ .27 a share.  On April 10,  2000 the  Company  issued
121,400  shares of common  stock for cash @ $ .34 a share.  On June 14, 2000 the
Company  issued  10,000  shares  of  common  stock  for cash (P $34 a share.  On
September 9, 2001 the Company issued 474,000 shares of common stock for director
fees @ $ .06 per share. On November 7, 2001 the Company issued  1,500,000 shares
of common  stock for officer  salary 9 $ .04 a share.  As of  December  31, 2001
there were 24,666,449 shares of common stock outstanding.

NOTE 12. STOCKHOLDERS EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 200 1.

Common stock, $ 0.001 par value;  50,000,000 shares  authorized;  23,166,449 and
23,166,449  shares issued and  outstanding as of December  31,2001 and September
30, 2001, respectively.



                 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     As of December 31, 2001 the Company has $358,078 in current assets compared
to $90,335 in current  liabilities.  The major  components of the current assets
are $33,731 in accounts  receivable  of  $137,688 in notes  receivable,  prepaid
expenses  of  $48,213  and  a  income  tax  benefit  of  $109,092.  The  current
liabilities  are comprised of $83,147 in accounts  payable,  $471 in GST payable
and $6,717 in notes  payable.  The  company had  approximately  a 4 to 1 working
capital  ratio.  Pro Glass  Technologies,  Inc.,  is involved in a best  efforts
financing in order to increase the Companys liquidity and capital resources.

Results of Operations

     For the three  months  ended  December 31, 2001 the Company had revenues of
$117,416  compared  to  $159,884  for the same  period of 2000.  Management  has
attributed the significant  decline in revenues to be attributed to the economic
slowdown caused by the September 11th catastrophe.

     For the three months ended  December 31, 2001 the company had a net loss of
$50,776  compared  to a net  loss of  $12,125  for the same  period  of the year
before.  On decreased  sales the company  reported  higher  costs of sales.  The
biggest contributing factor was an increase in Glass and Molding costs of $2,790
when  compared  to  the  year  before.  Management  has  attributed  this  to  a
significant  increase by PBG Canada,  who  supplies the company with most of its
glass and  molding  supplies.  Glass  supplies  more than  doubled  to $4,549 on
decreased sales also due to the PBG increase.  General and administrative  costs
remained  relatively  constant  for the  quarter  ended  December  31, 2001 when
compared to the same period of the prior year.

Sale of Common Capital Stock

         None.

                            PART II OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

         None.




                                       16
                          ITEM 2. CHANGES IN SECURITIES

     On November 7, 2001 the Company issued  1,500,000 shares of common stock to
Frank Aiello, the Companys  president at $.04 per share for total  consideration
of $60,000.  This stock issuance is for Mr. Aiellos management services for the
year ended September 30, 2002. The $60,000 in consideration  will be expensed at
a rate of $5,000 per month.  The  balance  that is not  expensed it listed as an
asset under prepaid expenses on the companys balance sheet.

                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

         ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS

         None.

                            ITEM 5. OTHER INFORMATION


         None.



                       ITEM 6. EXHIBITS AND REPORTS ON 8-K


         a.       None.




                                       17


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned hereto duly authorized.



                                                  Pro Glass Technologies, Inc.


Dated: February 14, 2002

                                                  By/S/ Frank Aiello
                                                        Frank Aiello
                                                        President
























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