<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

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

                      For the quarter ended March 31, 2002

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
       For the transition period from ___________  to  ____________

Commission File Number 0-29989

                                    37Point9
       (Exact name of small business issuer as specified in its charter)

            Nevada                                           86-0889096
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                          440 West C Street Suite 330
                               San Diego, CA 92101
                    (Address of principal executive offices)

                                 (619) 222-2568
                           (Issuer's telephone number)

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 [ ]

As of March 31, 2001, 296,434,973 shares of Common Stock and 31,912,467 shares
of Preferred Stock were outstanding.

Transitional Small Business Disclosure Format (Check one):
     Yes [ ]  No [X]

<PAGE>

                                    37Point9

                                   Form 10-QSB/A

                                TABLE OF CONTENTS

                                                                            Page
                                                                          Number
                                                                          ------
Part I  Financial Information                                                  3

        Item 1  Financial Statements                                           6

                Consolidated Balance Sheet as of September 30, 2001
                (Unaudited)                                                    6

                Consolidated Statements of Operations for the three months
                and nine months ended September 30, 2001 and 2000
                (Unaudited)                                                    7

                Consolidated Statements of Cash Flows for the nine months
                ended September 30, 2001 and 2000 (Unaudited)                  8

                Notes to Consolidated Financial Statements                     9

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

Part II Other Information                                                     13

        Item 1  Legal Proceedings                                             13
        Item 2  Changes in Securities and Use of Proceeds                     14
        Item 3  Defaults upon Senior Securities                               14
        Item 4  Submission of Matters to a Vote of Security Holders           14
        Item 5  Other Information                                             14
        Item 6  Exhibits and Reports on Form 8-K                              14

Signatures                                                                    15


                                       2
<PAGE>











                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002





                                       3
<PAGE>

                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS
                                    --------


PAGE      5     INDEPENDENT ACCOUNTANTS' REPORT

PAGE      6     CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002 (UNAUDITED)

PAGE      7     CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
                ENDED MARCH 31, 2002 AND
                2001 (UNAUDITED)

PAGE      8     CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
                ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)


PAGES   9 - 11   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31,
                2002 (UNAUDITED)

                                       4
<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

To the Board of Directors of:
  37 Point 9
  (A Development Stage Company)

We have reviewed the accompanying consolidated balance sheet of 37 Point 9 and
Subsidiaries (a development stage company) as of March 31, 2002 and the
consolidated statements of operations and cash flows for the three months ended
March 31, 2002 and 2001. These financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, 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.

As discussed in Note 7 to the financial statements, certain errors resulting in
an understatement of previously reported operating expenses, accumulated deficit
and preferred stock as of March 31, 2002 and for the three months then ended,
were discovered by management of the Company during the current year.
Accordingly, the financial statements as of and for the three months ended March
31, 2001 and from June 2, 2000 (inception) to March 31, 2002 have been
corrected.

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

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company's working capital deficiency of $445,556,
stockholders' deficiency of $443,306, net loss from operations of $589,856 and
cash used in operations of $14,943 raise substantial doubt about its ability to
continue as a going concern. Management's Plan in regards to these matters is
also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.

Los Angeles, CA
May 23, 2002

                                       5
<PAGE>
<TABLE>

                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2002
                              --------------------
                                   (UNAUDITED)
<CAPTION>


                                     ASSETS
                                     ------

<S>                                                                     <C>
CURRENT ASSETS
   Cash                                                                 $     1,635
   Employee Advances                                                          4,500
                                                                        ------------
     Total Current Assets                                                     6,135
                                                                        ------------

OTHER ASSETS
  Investments                                                                 2,250
                                                                        ------------
     Total Other Assets                                                       2,250
                                                                        ------------

TOTAL ASSETS                                                            $     8,385
                                                                        ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Deferred revenues                                                    $     2,812
   Accounts payable and accrued expenses                                    202,832
   Noted payable                                                             16,000
   Loans payable - officer                                                  230,047
                                                                        ------------
     Total Current Liabilities                                              451,691
                                                                        ------------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $.001 par value, 50,000,000 shares authorized,
    31,912,467 shares issued and outstanding                                 31,912
   Common stock, $.001 par value, 400,000,000 shares authorized,
    296,434,973 shares issued and outstanding                               296,435
   Additional paid-in capital                                             4,952,188
   Accumulated Other Comprehensive Loss                                      (9,000)
   Accumulated deficit                                                   (5,545,732)
                                                                        ------------
                                                                           (274,197)
  Less: Stock issued for future services                                   (169,109)
                                                                        ------------
     Total Stockholders' Deficiency                                        (443,306)
                                                                        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          $     8,385
                                                                        ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>
<TABLE>

                                     37 POINT 9 AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                -------------------------------------
                                             (UNAUDITED)

<CAPTION>

                                                                                           For the Period
                                                                                                from
                                                   For the Three       For the Three        June 2, 2000
                                                    Months Ended        Months Ended       (Inception) to
                                                   March 31, 2002      March 31, 2001      March 31, 2002
                                                   --------------      --------------      --------------
<S>                                                <C>                 <C>                 <C>
REVENUES                                           $           -       $           -       $       8,666
                                                   --------------      --------------      --------------

OPERATING EXPENSES
 Professional fees                                       438,152              37,506           1,190,775
 Other general and administrative                        119,792              22,193           4,331,711
 Cost to settle litigation                                31,912                   -              31,912
                                                   --------------      --------------      --------------
     Total Operating Expenses                            589,856              59,699           5,554,398
                                                   --------------      --------------      --------------

NET LOSS                                                (589,856)            (59,699)         (5,545,732)
                                                   --------------      --------------      --------------

OTHER COMPREHENSIVE LOSS                                       -                   -              (9,000)
                                                   --------------      --------------      --------------

COMPREHENSIVE LOSS                                 $    (589,856)      $     (59,699)      $  (5,554,732)
                                                   ==============      ==============      ==============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED      $       (.002)      $       (.002)      $        (.04)
                                                   ==============      ==============      ==============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED               264,245,251          35,950,000         136,327,565
                                                   ==============      ==============      ==============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                 7
<PAGE>
<TABLE>

                                     37 POINT 9 AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                -------------------------------------
                                             (UNAUDITED)
<CAPTION>


                                                                                               For the Period
                                                                                                    from
                                                            For the Three     For the Three      June 2, 2000
                                                             Months Ended      Months Ended     (Inception) to
                                                            March 31, 2002    March 31, 2001    March 31, 2002
                                                             ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                                    $  (589,856)      $   (59,699)      $(5,545,732)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
  Stock issued for services                                       59,900                95         4,618,164
  Preferred stock issued to settle litigation                     31,912                 -            31,912
  Amortization of deferred expenses                              443,357                 -           443,357
  Loss on impairment                                                   -                 -            97,901
 Changes in operating assets and liabilities:
  Decrease in accounts receivable and employee advances                -                 -             1,226
    Increase in:
     Accounts payable and accrued expenses                        39,644             5,948           166,497
     Other                                                           100                 -            (2,713)
                                                             ------------      ------------      ------------
         Net Cash Used In Operating Activities                   (14,943)          (53,656)         (189,388)
                                                             ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                    -                 -           (31,423)
                                                             ------------      ------------      ------------
         Net Cash Used In Investing Activities                         -                 -           (31,423)
                                                             ------------      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from officer loan                                            -            53,756
 Proceeds from issuance of notes payable                          16,000                 -           222,446
                                                             ------------      ------------      ------------
         Net Cash Provided by Financing Activities                16,000            53,756           222,446
                                                             ------------      ------------      ------------

NET INCREASE IN CASH                                               1,057               100             1,635

CASH - BEGINNING OF PERIOD                                           578                 -                 -
                                                             ------------      ------------      ------------

CASH - END OF PERIOD                                         $     1,635       $       100       $     1,635
                                                             ============      ============      ============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                 8
<PAGE>

                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      -------------------------------------
                                   (UNAUDITED)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------------------------------------------------------------------

       The accompanying unaudited financial statements have been prepared in
       accordance with accounting principles generally accepted in the United
       States of America and the rules and regulations of the Securities and
       Exchange Commission for interim financial information. Accordingly, they
       do not include all the information necessary for a comprehensive
       presentation of financial position and results of operations.

       It is management's opinion, however that all material adjustments
       (consisting of normal recurring adjustments) have been made which are
       necessary for a fair financial statements presentation. The results for
       the interim period are not necessarily indicative of the results to be
       expected for the year.

       On June 30, 2001, under a Merger Agreement and Plan of Reorganization,
       Cerno Holdings, Ltd. and its wholly-owned Subsidiary (Acquagiene Products
       Unlimited) ("Cerno"), an inactive Nevada Corporation acquired 35,000,000
       shares of 37 Point 9's (The Company) common stock representing
       approximately 54% of the Company's outstanding common stock after the
       merger transaction. In exchange for issuing these shares, the Company
       purchased 100% of the assets of Cerno and Cerno assumed certain of the
       Company's current liabilities totaling $35,345. As a result, the Company
       treated the merger as a reorganization and recapitalization for
       accounting purposes and as an acquisition by Cerno. Accordingly, the
       financial statements include the following:

         (1)      The balance sheet consists of the assets of the Company and
                  Cerno at historical cost.

         (2)      The statement of operations includes the operations of Cerno
                  for the periods presented

       For further information, refer to the consolidated financial statements
       and footnotes included in the company's Form 10KSB for the year ended
       December 31, 2001.

NOTE 2 MARKETABLE SECURITIES
----------------------------

       The Company's marketable securities, purchased principally for the
       purpose of selling them in the near future, as defined under SFAS 115,
       are comprised of equity securities, all classified as available-for-sale
       securities, which are reported at their fair value based upon the quoted
       market prices of those investments at March 31, 2002, with unrealized
       losses reported as other comprehensive loss in a separate component of
       stockholders' equity until they are sold. Any realized gains or losses
       are included in net earnings at the time of sale.

                                       9
<PAGE>

                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      -------------------------------------
                                   (UNAUDITED)


NOTE 3 EMPLOYEE ADVANCES
------------------------

       At March 31, 2002, the Company had advanced $4,500 to the president of
       Acquagiene Products Unlimited. The advance is non-interest bearing and
       payable on demand.

NOTE 4 LOAN PAYABLE - OFFICER
-----------------------------

       At March 31, 2002, the Company was indebted to officers for $230,047. The
       loans are non-interest bearing, unsecured and payable on demand.

NOTE 5 STOCKHOLDERS' DEFICIENCY
-------------------------------

       During the month of February 2002, the Company demanded and received back
       10,000,000 shares of common stock, having a fair value of $230,000 that
       had been previously issued to a consultant, for non-performance of the
       consulting agreement. The Company subsequently cancelled such shares.

       During February a stockholder of the Company contributed 175,000 shares
       of common stock back to the Company. The Company subsequently cancelled
       such shares.

       In February the Company issued 61,000,000 shares of common stock for
       payment of services to consultants and employees having a fair value of
       $317,200, of which $289,900 was expensed and $27,300 was deferred for
       future services.

NOTE 6 GOING CONCERN
--------------------

       As reflected in the accompanying financial statements, the Company has a
       working capital deficiency of $445,556 stockholders' deficiency of
       $443,306, a net loss from operation of $589,856 and net cash used in
       operations of $14,943. The ability of the Company to continue as a going
       concern is dependent on the Company's ability to raise additional funds
       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.

NOTE 7 CORRECTIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
------------------------------------------------------------

       During the second quarter of 2002, the Company discovered that operating
       expenses in the amount of $136,255 were not reflected in the consolidated
       statements of operations and comprehensive loss for the period from June
       2, 2000 (inception) to March 31, 2002 and the consolidated statements of
       cash flows for the period from June 2, 2000 (inception) to March 31,
       2002. In addition, 31,912,467 preferred shares having a par value of
       $.001 were issued during the first quarter of 2002 that relates to the
       settlement of a litigation. The issuance of these shares, having an
       aggregate fair value of $31,912, will also require a restatement of prior
       periods for the statements mentioned above as well as to the consolidated
       balance sheet as of March 31, 2002.

                                       10
<PAGE>

                           37 POINT 9 AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      -------------------------------------
                                   (UNAUDITED)


       The correction of the above errors in the financial statements resulted
       in an understatement of previously reported operating expenses for the
       three months ended March 31, 2002 and for the period from June 2, 2000
       (inception) to March 31, 2002. The above transactions have been
       incorporated into the financial statements for the periods ended March
       31, 2002. Presented below is a summary of the effect of the correction of
       the above accounting errors in the financial statements for the three
       months ended March 31, 2002 and for the period from June 2, 2000
       (inception) to March 31, 2002.

                                                                    As Of
                                                               March 31, 2002
                                                              -----------------

       Preferred stock, as previously reported                $           -
         Issuance of preferred shares to settle litigation              31,912
                                                              -----------------
       Preferred stock, as adjusted                           $         31,912
                                                              =================

       Accumulated deficit, as previously reported            $     (5,513,820)
         Shares issued to settle litigation expenses                   (31,912)
                                                              -----------------
       Accumulated deficit, as adjusted                       $     (5,545,732)
                                                              =================
<TABLE>
<CAPTION>
                                                                                    For The Period
                                                                                          From
                                                              For the Three            June2, 2000
                                                               Months Ended          (Inception) To
                                                              March 31, 2002         March 31, 2002
                                                            ------------------     ------------------

       <S>                                                  <C>                    <C>
       Operating expenses as previously reported:           $         557,944      $       5,386,231
         Professional fees                                               -                    83,210
         Other general and administrative                                -                    53,044
         Cost to settle litigation                                     31,912                 31,912
                                                            ------------------     ------------------

       Operating expenses as adjusted                       $         589,856      $       5,554,397
                                                            ==================     ==================

       Net Loss, as adjusted                                $        (589,856)     $      (5,554,732)
                                                            ==================     ==================

       Comprehensive loss, as adjusted                      $        (589,856)     $      (5,554,732)
                                                            ==================     ==================
</TABLE>

                                       11
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following information should be read in conjunction with the following
documents: (1) the interim financial statements and the notes included in this
Quarterly Report.

Forward-looking Statements

         In addition to the historical information contained herein, this Form
10-QSB contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties,
including risks and uncertainties set forth in this Form 10-QSB that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof. The Company disclaims any intent or obligation to update
these forward-looking statements.

RECENT EVENTS

         On January 9, 2002 the Company announced that it was seeking companies
for acquisition. The sought after companies would be in the medical products or
services area and would enhance the current operations of 37Point9.

         On March 7 the Company filed Form 8-K relating to the March 6, 2002
filing of a lawsuit against former Chairman of the Board and C.E.O. Charles
Kallmann and others. See Part II Item 1 Legal Procedings for further
information.

         On March 11, 2002 the Company announced that it had entered into
Memorandums of Understanding with three companies to be acquired by the Company.
All businesses are in the medical products field.

         On March 13, 2002, the Company announced that it had initiated
discussions with two additional companies as potential acquisition candidates.
Both companies specialize in the specialty surgery market.


RESULTS OF OPERATIONS

         The Company lost $589,856 in the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's operating activities used cash of $14,943 for the three
months ended March 31, 2002. The Company's current operations are cash flow
negative and as of March 31, 2002, the Company had a negative working capital
$445,556.

                                       12
<PAGE>

Part II  Other Information


Item 1.  Legal Proceedings

37Point9 v. Charles Kallmann, Wiebeke Kallmann, Wiebeke Kallmann Trust, & Magna
IV, a Nevada Corporation

         This action was filed by the Company on March 6, 2002 in the United
States District Court for the Southern District of California, and bears case
number 02cv431H {NLS}. This action was prompted as the result of an internal
investigation undertaken by the Company, into the actions of former director
Charles Kallmann, which also led, in part, to Kallmann's ouster as a director on
November 28, 2001.

         The complaint has a number of causes of action. The Company has the
right to amend its complaint to add further claims as it sees fit.

         The complaint alleges that Kallmann, while acting as the principal
representative and negotiator for Cerno Holdings, Ltd., made numerous material
false misrepresentations of fact to the Company's management who were
considering whether to acquire the assets of Cerno. In this regard, Kallmann
represented that Cerno owned all legal right and title to properties that the
Company later determined it did not. Rather, after the consummation of the
acquisition, Kallmann attempted to personally acquire rights to the very same
products he claimed Cerno owned and sold to the Company.

         The Company is also alleging that Kallmann engaged in price
manipulation of the Company's equity stock; sold securities based on his
manipulation of the stock price; and conspired to sell excessive amounts of
unregistered shares of Company stock to the public through various other
entities, including accounts held in the name of his wife, Wiebeke Kallmann, his
wife's trust, and a shell corporation Kallmann operates under the name of Magna
IV, Ltd.

         The Company is seeking unspecified money damages against Kallmann, et
al.; cancellation of any securities given to Kallmann et al., as consideration
for the original acquisition of Cerno; and court orders seeking declaratory
relief regarding the ownership of the intellectual property purchased by the
Company.

         During the 2001 fiscal year, the Company received $229,947.00 from
various related parties. Kallmann claims to be the source of the funds. To the
extent that Kallmann claims to be the source of the funds, or has any right to
reimbursement, the Company disputes it. Neither Kallmann nor any of his related
entities has filed suit to recover it.

         On November 16, 2001, Bruce W. Barren, Christopher J. Benz, Beacon
Capital, Inc. and Night Light, LLC filed an action against various defendants,
including the Company, bearing case number BC262015 in the Superior Court for
the State of California, County of Los Angeles. The suit was never formally
served on the Company. On March 13, 2002, the suit was dismissed against the
Company with prejudice, after the Company agreed to pay to the plaintiffs
31,912,467 shares of preferred common stock in the Company, which constituted
51% of the voting shares of the Company.

                                       13
<PAGE>

Item 2.  Changes in Securities

         In February 2002, the Company issued 50,825,000 shares of common stock
with a value of $.005 per share totaling $254,125. The shares were issued for
consulting, legal and compensation services.

         On March 1, 2002, the Company issued 31,912,467 shares of preferred
stock to settle litigation. The stock has voting rights equal to the common
stock and represents 51% of the voting power of the corporation.

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.

         On March 8, 2002, the Company filed a current report on Form 8-K with
the Securities and Exchange Commission reporting, under Item 5: Other Events and
Regulation FD Disclosure, that on March 6, 2002, the Company filed with United
States District Court for the Southern District of California a civil action
Complaint For Money Damages, Case No. 02 CV 431 H naming Charles Kallmann,
Wiebeke Kallmann, Wiebeke Kallmann Trust and Magna IV, Ltd. as Defendants.

         The complaint alleges that Charles Kallmann, et al perpetrated the
following acts against the company:

              1.     Fraud in the Inducement of the Purchase and Sale Agreement
                     between Cerno Holdings Limited and the Company;

              2.     Fraud in the Inducement of Consulting Agreements between
                     Kallmann and the Company;

              3.     Perpetuated a civil conspiracy to perform an illegal public
                     distribution of stock, to manipulate the price of the
                     company's stock by issuing a false and misleading press
                     release and to receive "kickbacks" from the sale of stock
                     held in the name of others.

         Damages are requested in the actual amount for the stock issued to
Kallmann as well as punitive and compensatory damages in an amount according to
proof.

                                       14
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: June 17, 2002

37Point9


/s/ Douglas P. Brown
-----------------------------
Douglas P. Brown
President


                                       15