`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                   FORM 10-QSB

(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934.

               For the quarterly period ended September 30, 2001.

( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the
transition period from _________________ to ____________.


                         Commission File Number: 0-30492

                        DIVERSIFIED RESOURCES GROUP, INC.
               (Exact name of registrant as specified in charter)

          Utah                                         84-0771180
(State of Incorporation)                         (I.R.S. Employer I.D. No)

                    355 Interstate Blvd., Sarasota, Fl 34232

                    (Address of Principal Executive Offices)

                                 (941) 923-1949
              (Registrant's Telephone Number, Including Area Code)

Check whether the registrant: (1) has filed all reports required to be filed by
Section 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), and (2) has been subject to such filing requirements for
the past 90 days.
                                YES ( X ) NO ( )

Indicate the number of shares outstanding of each of the issuer's classes of stock
as of October 23, 2001.

                     26,387,478 $.005 Par Value Common Shares
                               0 Preferred Shares

Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)




DIVERSIFIED RESOURCES GROUP, INC.

INDEX TO FORM 10-QSB

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements (unaudited)

                Balance Sheets as of December 31, 2000 and September 30, 2001...3

                Statement of Operations for the three and nine months
                ended September 30, 2001 and 2000...............................5

                Statement of Stockholders' Equity (Deficit) for the
                nine months ended September 30, 2001............................6

                Statements of Cash Flows for the nine months
                ended September 30, 2001 and 2000...............................8

                Notes to Financial Statements...................................10

        Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations.......................................22

PART II.OTHER INFORMATION

        Item 1. Legal Proceedings...............................................26

        Item 2. Changes in Securities...........................................26

        Item 3. Defaults Upon Senior Securities.................................26

        Item 4. Submission of Matters to a Vote of Securities Holders...........26

        Item 5. Other Information...............................................26

        Item 6. Exhibits and Reports on Form 8-K................................26


Signatures


                                       2

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements (unaudited)

               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                     ASSETS

                                                 September 30,    December 31,
                                                     2001             2000
                                                  (Unaudited)
CURRENT ASSETS

   Cash                                            $  5,255      $    1,276
   Prepaid expenses                                       -           1,415
   Related party receivable (Note 8)                519,080               -
   Interest receivable - related party (Note 8)      37,274               - 

   Total Current Assets                             561,609           2,691 

FIXED ASSETS (Note 2)

   Computers                                         41,238          41,238
   Test equipment                                     1,569           1,569
   Office equipment                                  20,380          20,380
   Software                                          32,475          32,475
   Accumulated depreciation                         (93,082)        (90,780)

     Net Fixed Assets                                 2,580           4,882 

OTHER ASSETS

   Deposits on land, net (Note 3)                         -       1,007,942 

     Total Other Assets                                   -       1,007,942 

     TOTAL ASSETS                                  $564,189      $1,015,515
                                                   =========     ===========



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

                                       3


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                     Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                 September 30,      December 31,
                                                     2001              2000
                                                 (Unaudited)
CURRENT LIABILITIES

   Accounts payable - trade                       $    19,125       $     8,826
   Accrued expenses (Note 4)                           23,570            86,556
   Accrued brokerage fees (Note 3)                  1,250,000         1,250,000
   Income tax payable (Note 2)                         16,000                 -
   Current portion of long-term debt (Note 7)          55,315         1,687,327
   Notes payable - related party (Note 8)                   -           206,715 

     Total Current Liabilities                      1,364,010         3,239,424 

LONG-TERM DEBT (Note 7)                                     -            28,160 

     Total Liabilities                              1,364,010         3,267,584 

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, $0.10 par value, 1,000,000
    shares authorized, -0- shares issued and
    outstanding                                             -                 -
   Common stock, $0.005 par value, 100,000,000
    shares authorized; issued and outstanding
    18,887,478 shares                                  94,437            94,437
   Additional paid-in capital                       6,697,883         6,697,883
   Accumulated deficit prior to development stage  (4,512,614)       (4,512,614)
   Accumulated deficit from inception of the
    development stage on December 31, 1998         (3,079,527)       (4,531,775)

     Total Stockholders' Equity (Deficit)            (799,821)       (2,252,069)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                   $   564,189       $ 1,015,515
                                                  ============      ============



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

                                       4




               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                                                                       From
                                                                                                  Inception of the
                                                                                                    Development
                                                                                                      Stage on
                                                  For the                         For the          December 31,
                                             Nine Months Ended               Three Months Ended    1998 Through
                                                September 30,                   September 30,      September 30,
                                            2001           2000             2001         2000          2001     

REVENUES

  Sales, net                            $         -    $         -     $         -    $         -   $         -
  Cost of sales                                   -              -               -              -             - 

     Gross Margin                                 -              -               -              -             - 

OPERATING EXPENSES

  General and administrative                105,057         83,060          36,962         15,931     2,270,973
  Depreciation and amortization               9,623         14,679           3,169          5,898        49,886 

     Total Operating Expenses               114,680         97,739          40,131         21,829     2,320,859 

LOSS FROM OPERATIONS                       (114,680)       (97,739)        (40,131)       (21,829)   (2,320,859)

OTHER INCOME (EXPENSE)

  Allowance - land                                -       (701,694)              -       (209,754)     (459,372)
  Interest expense                          (12,109)       (81,644)           (309)       (44,217)     (190,251)
  Other expense                                   -              -               -              -           (10)
  Interest income                            37,274              -          13,286              -        37,274
  Other income                                    -              -               -              -         5,400
  Gain on sale of land                    1,557,763              -               -              -     1,557,763
  Gain on settlement of debt                      -         13,975               -         13,975        13,975 

     Total Other Income (Expense)         1,582,928       (769,363)         12,977       (239,996)      964,779 

INCOME (LOSS) BEFORE DISCONTINUED
 OPERATIONS                               1,468,248       (867,102)        (27,154)      (261,825)   (1,356,080)

INCOME (LOSS) FROM DISCONTINUED
 OPERATIONS                                       -        (46,517)              -          8,122    (1,707,447)

INCOME (LOSS) BEFORE INCOME TAXES         1,468,248       (913,619)        (27,154)      (253,703)   (3,063,527)

INCOME TAX EXPENSE                          (16,000)             -               -              -       (16,000)

NET INCOME (LOSS)                       $ 1,452,248    $  (913,619)    $   (27,154)   $  (253,703)  $(3,079,527)
                                        ============   ============    ============   ============  ============

BASIC INCOME (LOSS) PER SHARE
  Income (loss) before discontinued
   operations                           $      0.08    $     (0.05)    $     (0.00)   $     (0.01)
  Discontinued operations                         -          (0.00)              -           0.00 

BASIC INCOME (LOSS) PER SHARE           $      0.08    $     (0.05)    $     (0.00)   $     (0.01)
                                        ============   ============    ============   ============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                             18,887,478     18,577,964      18,887,478     18,665,739
                                        ============   ============    ============   ============

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

                                       5





               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)


                                                                    Additional    Stock
                                               Common Stock          Paid-in   Subscription    Accumulated
                                          Shares          Amount     Capital    Receivable       Deficit

Balance, December 31, 1998              8,208,870    $    41,044  $ 4,305,137  $  (276,125)   $ (4,512,614)

Receipt of stock subscription
 receivable                                     -              -            -      276,125               -

Common stock issued for services
 at $0.155 per share                      441,680          2,208       66,252            -               -

Common stock issued for services
 at $0.15 per share                       878,000          4,390      127,310            -               -

Common stock issued for services
 at $0.22 per share                        48,400            242       10,406            -               -

Common stock issued for services
 at $0.175 per share                      406,296          2,032       69,070            -               -

Common stock issued for services
 at $0.175 per share                      168,000            840       28,560            -               -

Common stock issued for services
 at $0.165 per share                      376,000          1,880       60,160            -               -

Common stock issued for cash,
 services and forgiveness of debt
 at $0.22 per share                     6,087,920         30,440    1,308,903            -               -

Common stock issued for services
 at $0.20 per share                     1,800,000          9,000      351,000            -               -

Net (loss) for the year
 ended December 31, 1999                        -              -            -            -      (2,532,889)

Balance, December 31, 1999             18,415,166    $    92,076  $ 6,326,798  $         -    $ (7,045,503)


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

                                       6



               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                                                    Additional    Stock
                                               Common Stock          Paid-in   Subscription    Accumulated
                                          Shares          Amount     Capital    Receivable       Deficit

Balance, December 31, 1999             18,415,166    $    92,076  $ 6,326,798  $         -    $ (7,045,503)

Common stock issued for debt
 at $0.35 per share                       232,312          1,161       80,148            -               -

Common stock issued for debt
 at $1.042 per share                      240,000          1,200      248,800            -               -

Contributed capital                             -              -       42,137            -               -

Net loss for the year ended
 December 31, 2000                              -              -            -            -      (1,998,886)

Balance, December 31, 2000             18,887,478         94,437    6,697,883            -      (9,044,389)

Net income for the nine months
 ended September 30, 2001
 (unaudited)                                    -              -            -            -       1,452,248 

Balance, September 30, 2001
 (unaudited)                           18,887,478    $    94,437  $ 6,697,883  $         -    $ (7,592,141)
                                       ==========    ===========  ===========  ===========    =============


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

                                       7



               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                                     From
                                                                                               Inception of the
                                                                                                 Development
                                                                                                   Stage on
                                                                                                  December 31,
                                                                    For the Nine Months Ended    1998 Through
                                                                          September 30,          September 30,
                                                                      2001          2000             2001     
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income (loss)                                               $ 1,452,248    $ (913,619)    $(3,079,527)
   Adjustments to reconcile net income (loss) to net cash
    used by operating activities:
     Depreciation and amortization                                       9,623        14,679          49,886
     Gain on settlement of debt                                              -             -         (13,975)
     Stock issued for services                                               -             -       1,425,300
     Allowance of deposits on land                                           -       701,694         459,372
     Loan service fee                                                        -             -         410,077
     Stock subscription received by services and forgiveness                 -             -         276,125
     Gain on sale of land                                           (1,557,763)            -      (1,557,763)
   Changes in assets and liabilities:
     (Increase) decrease in inventory                                         -       14,891             200
     (Increase) decrease in accounts receivable                               -        5,557               -
     (Increase) decrease in interest receivable                         (37,274)           -         (37,274)
     (Increase) decrease in prepaid expenses                              1,415     (178,521)          3,182
     (Increase) decrease in other assets                                      -        1,080           5,045
     Increase (decrease) in cash overdraft                                    -         (987)        (17,481)
     Increase (decrease) in accounts payable                             10,299      (37,663)          7,310
     Increase (decrease) in brokerage fees payable                            -          -         1,250,000
     Increase (decrease) in accrued expenses                            (62,986)     (10,467)       (165,819)
     Increase (decrease) in accrued income tax payable                   16,000            -          16,000 

       Net Cash (Used) by Operating Activities                         (168,438)    (403,356)       (969,342)

CASH FLOWS FROM INVESTING ACTIVITIES:

   (Increase) in deposits on land                                             -     (701,694)     (1,467,314)
   Proceeds from sale of land                                         2,565,705            -       2,565,205 

       Net Cash Provided (Used) by Investing Activities               2,565,705     (701,694)      1,098,391 

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from notes payable - related party                           99,705      917,138       1,828,395
   Payments on notes payable - related party                           (825,500)  (1,292,300)     (2,324,244)
   Proceeds from notes payable                                                -    1,500,000       1,500,000
   Payments on notes payable                                         (1,667,493)     (22,224)     (1,722,934)
   Collections from related parties                                           -            -           6,984
   Issuance of common stock for cash                                          -            -         543,393
   Contributed capital                                                        -            -          42,137 

       Net Cash Provided (Used) by Financing Activities            $ (2,393,288)  $1,102,614     $  (126,269)


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


                                       8


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                                                     From
                                                                                               Inception of the
                                                                                                 Development
                                                                                                   Stage on
                                                                                                  December 31,
                                                                    For the Nine Months Ended    1998 Through
                                                                          September 30,          September 30,
                                                                      2001          2000             2001   

NET (DECREASE) IN CASH                                             $      3,979   $   (2,436)    $     2,780

CASH AT BEGINNING OF PERIOD                                               1,276        3,565           2,475

CASH AT END OF PERIOD                                              $      5,255   $    1,129     $     5,255
                                                                   ============   ===========    ===========

CASH PAID FOR:

  Interest expense                                                 $          -   $        -     $         -
  Income taxes                                                     $          -   $        -     $         -

NON CASH FINANCING ACTIVITIES:

  Common stock issued in settlement of debt                        $          -   $  308,078     $   421,309
  Common stock issued for fixed asset                              $          -   $        -     $     5,000


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

                                       9


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

        The Company was incorporated under the laws of the State of Utah on July 31,
        1984. The Company has a wholly-owned Delaware subsidiary, named Data 1, Inc., a
        wholly-owned subsidiary named Memory 1, Inc., and a wholly-owned subsidiary
        named Cordless Power Corporation. The Company changed its name to Diversified
        Resources Group, Inc. in May 1999. The Company has not paid dividends. Dividends
        that may be paid in the future will depend on the financial requirements of the
        Company and other relevant factors. The Company is considered a development
        stage company per SFAS No. 7 because it has not substantially began operations.

        Memory 1, Inc. (Mem 1) was organized February 6, 1996 under the laws of the
        State of Florida to engage in the business which includes the manufacturing and
        marketing of computer memory devices. During 1999, the Company discontinued the
        computer memory business and Mem 1 is currently inactive.

        Cordless Power Corporation was organized April 19, 1999 under the laws of the
        State of Florida to engage in any lawful act or activity for which corporations
        may be organized under the General Corporation Law of Florida. Cordless Power
        Corporation was originally engaged in the business of retailing cellular
        telephone batteries and accessories. During 2000, Cordless Power Corporation
        discontinued operations.

        On May 17, 1999, the shareholders of the Company approved and amended the
        Articles of Incorporation to increase the Company's authorized common shares to
        100,000,000.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a. Accounting Method

        The Company's consolidated financial statements are prepared using the accrual
        method of accounting. The Company has adopted a calendar year end.

        b. Basic Income (Loss) Per Share

        The computation of basic income (loss) per share of common stock is based on the
        weighted average number of shares outstanding at the date of the consolidated
        financial statements as follows:

                                                                   For The Nine Months Ended
                                                                           September 30,       
                                                                     2001               2000   
        Numerator:
                Income (loss) before discontinued operations     $ 1,452,248        $ (867,102)
                Discontinued operations                          $         -        $  (46,517)

        Denominator (weighted average number
         of shares outstanding)                                   18,887,479        18,540,378

        Income (loss) per share
                Income (loss) before discontinued operations     $      0.08        $    (0.05)
                Discontinued operations                          $         -        $    (0.00)

                                                                 $      0.08        $    (0.05)
                                                                 ===========        ===========




                                       10


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        b. Basic Income (Loss) Per Share (Continued)

        Dilutive  income (loss) per share is not  presented as there are no  potentially
        dilutive items outstanding.

        c. Income Taxes

The income tax benefit (expense) differs from the amount computed at the federal
statutory rates as follows:

                                                     For the
                                                   Nine Months    For the Year
                                                      Ended          Ended
                                                  September 30,   December 31,
                                                      2001            2000     
                                                   (Unaudited)

        Income tax benefit at statutory rate       $         -     $   128,747
        Computed "expected" tax expense               (493,764)              -
        Change in valuation allowance                  477,764        (128,747)

        Income tax payable                         $   (16,000)    $         -
                                                   ============    ============

        Deferred tax assets at December 31, 2000 are comprised of the following:

        Net operating loss carryforward            $ 3,170,818     $ 3,664,582
        AMT credit carryforwards                        16,000               -
        Depreciation                                         -               -
        Valuation allowance                         (3,186,818)     (3,664,582)

                                                   $         -     $         -
                                                   ============    ============

        At September 30, 2001 and December 31, 2000, the Company had a net operating
        loss carryforward of approximately $9,441,390 and $10,893,638 that may be offset
        against future taxable income through 2021. At September 30, 2001, the Company
        has calculated an estimate of AMT to be $16,000 and an AMT credit carryforward
        of the same amount. The AMT credit carryforward can be used to offset future
        ordinary income tax for an indefinite period of time. No tax benefit has been
        reported in the financial statements because the Company believes there is a 50%
        or greater chance the carryforward will expire unused. Accordingly, the
        potential tax benefits of the loss carryforward and the AMT credit carryforward
        are offset by a valuation allowance of the same amount.

        d. Cash Equivalents

        The Company considers all highly liquid investments and deposits with a maturity
        of three months or less when purchased to be cash equivalents.





                                       11


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        e. Revenue Recognition

        Revenue was recognized upon shipment of goods to the customer. Sales primarily
        required immediate payment or cash on delivery. Now that the Company has
        discontinued the operations of Cordless Power, there are currently no sources of
        revenue.

        f. Reclassification

        Prior period consolidated financial statements have been reclassification to
        conform with current consolidated financial statement presentation.

        g. Depreciation

        Property and equipment are stated at cost. Depreciation of property and
        equipment is computed using the straight-line method over the estimated useful
        lives of the related assets, primarily from three to seven years.

        h. Principles of Consolidation

        The consolidated financial statements include those of the Company and its
        wholly-owned subsidiaries Data 1, Inc., Memory 1, Inc., and Cordless Power
        Corporation. All significant intercompany accounts and transactions have been
        eliminated.

        i. 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.

        j. Advertising

        The Company follows the policy of charging the costs of advertising to expense
        as incurred.

        k. Recent Accounting Pronouncements

        The Company has adopted the provisions of FASB Statement No. 138 "Accounting for
        Certain Derivative Instruments and Hedging Activities, (an amendment of FASB
        Statement No. 133.)" Because the Company had adopted the provisions of FASB
        Statement No. 133, prior to June 15, 2000, this statement is effective for all
        fiscal quarters beginning after June 15, 2000. The adoption of this principle
        had no material effect on the Company's consolidated financial statements.




                                       12



               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        k. Recent Accounting Pronouncements (Continued)

        The Company has adopted the provisions of FASB Statement No. 140 "Accounting for
        Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
        (a replacement of FASB Statement No. 125.)" This statement provides accounting
        and reporting standard for transfers and servicing of financial assets and
        extinguishments of liabilities. Those standards are based on consistent
        application of a financial-components approach that focuses on control. Under
        that approach, the transfer of financial assets, the Company recognized the
        financial and servicing assets it controls and the liabilities it has incurred,
        derecognizes financial assets when control has been surrendered, and
        derecognizes liabilities when extinguished. This statement provides consistent
        standards for distinguishing transfers of financial assets that are sales from
        transfers that are secured borrowings. This statement is effective for transfers
        and servicing of financial assets and extinguishments of liabilities occurring
        after June 30, 2001. This statement is effective for recognition and
        reclassification of collateral and for disclosures relating to securitization
        transactions and collateral for fiscal years ending after December 15, 2000. The
        adoption of this principle had no material effect on the Company's consolidated
        financial statements.

        The Company has adopted the provisions of FIN 44 "Accounting for Certain
        Transactions Involving Stock Compensation (an interpretation of APB Opinion No.
        25.)" This interpretation is effective July 1, 2000. FIN 44 clarifies the
        application of Opinion No. 25 for only certain issues. It does not address any
        issues related to the application of the fair value method in Statement No. 123.
        Among other issues, FIN 44 clarifies the definition of employee for purposes of
        applying Opinion 25, the criteria for determining whether a plan qualifies as a
        noncompensatory plan, the accounting consequence of various modifications to the
        terms of a previously fixed stock option or award, and accounting for an
        exchange of stock compensation awards in a business combination. The adoption of
        this principle had no material effect on the Company's consolidated financial
        statements.

        l. Pronouncements Issued Not Yet Adopted

        In July, 2001, the Financial Accounting Standards Board issued two statements -
        Statement 141, Business Combinations, and Statement 142, Goodwill and Other
        Intangible Assets, which will potentially impact the Company's accounting for
        its reported goodwill and other intangible assets.

        Statement 141:

        o       Eliminates the pooling method for accounting for business combinations.

        o       Requires that intangible assets that meet certain criteria be reported
                separately from goodwill.

        o       Requires negative goodwill arising from a business combination to
                be recorded as an extraordinary gain.

                                       13


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        l. Pronouncements Issued Not Yet Adopted (Continued)

        Statement 142:

        o       Eliminates the amortization of goodwill and other intangibles that are
                determined to have an indefinite life.

        o       Requires, at a minimum, annual impairment tests for goodwill and other
                intangible assets that are determined to have an indefinite life.

        Upon adoption of these Statements, the Company is required to:

        o       Re-evaluate goodwill and other intangible assets that arose from business
                combinations entered into before July 1, 2001. If the recorded other intangibles
                assets do not meet the criteria for recognition, they should be reclassified to
                goodwill. Similarly, if there are other intangible assets that meet the criteria
                for recognition but were not separately recorded from goodwill, they should be
                reclassified from goodwill.

        o       Reassess the useful lives of intangible assets and adjust the remaining
                amortization periods accordingly.

        o       Write-off any remaining negative goodwill.

        The company has not yet completed its full assessment of the effects of these
        new pronouncements on its financial statements and so is uncertain as to the
        impact. The standards generally are required to be implemented by the Company in
        its 2002 financial statements.

        m. Long-Lived Assets

        All long-lived assets are evaluated yearly for impairment per SFAS No. 121,
        "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
        be Disposed of." Any impairment in value is recognized as an expense in the
        period when the impairment occurs.

        n. Unaudited Financial Statements

        The accompanying unaudited financial statements include all of the adjustments
        which, in the opinion of management, are necessary for a fair presentation. Such
        adjustments are of a normal recurring nature.

                                       14


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 3- COMMITMENTS AND CONTINGENCIES

        a. Leases

        Effective June 30, 1999, the Company terminated its lease for facilities in
        Sarasota, Florida it had been leasing on a month-to-month basis. Lease payments
        were $1,551 per month. The Company has since relocated to a facility leased by
        an affiliate company and pays rent under a consulting agreement with this
        company.

        b. Employment Contracts

        Effective August 11, 1996, the Company has entered into 5 year employment
        agreements with the President and Chief Financial Officer. These contracts were
        terminated in 1999.

        On May 31, 1999, the Company and the President and Chief Executive Officer of
        the Company entered into a settlement of employment agreement, wherein, for
        certain considerations, including his resignation, he would receive $100,000
        plus continued health benefits payable over a 54 week period. On July 12, 1999,
        the Company and the Vice President - Finance and Chief Financial Officer entered
        into an identical agreement. The President and Chief Executive Officer were fully
        paid in April of 2000 and the Vice-President and Chief Financial Officer were
        fully paid in July of 2000.

        c. Real Estate

        On July 31, 1999, the Company entered into an agreement whereby it was assigned
        the rights to acquire a 607.74 acre tract of undeveloped land in Wake County,
        North Carolina from Matheny Development, LLC, ("Matheny Development"), a North
        Carolina limited liability controlled by James M. Matheny, one of the Company's
        directors for $21,000,000. The agreement called for a $100,000 earnest money
        deposit on signing, with 75% of the $21,000,000 purchase price due in cash at
        July 31, 1999, and the remaining 25% balance due in the form of an interest
        bearing promissory note. As part of the assignment, the Company agreed to pay
        Matheny Development $2,100,000 as liquidated damages if the purchase was not
        closed by the due date plus extensions, unless the contract is breached by
        Matheny Development. If Matheny Development breaches the contract, the Company
        had the option of pursuing all necessary actions to obtain specific performance
        by Matheny Development or to assign the contract to Matheny Development and pay
        liquidated damages of $2,100,000. The assignment also provided that the Company
        pay a non-refundable extension fee of $76,562 per month to extend the contract
        beyond the July 31, 1999 closing date. The Company had paid $459,372 in
        extension payments through December 31, 1999 and has extended the agreement
        through August 2000.

        An allowance of $459,372 had been set up against these land deposit payments due
        to uncertainty of the Company being able to finance the transaction by the
        August 2, 2000 due date.



                                       15


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 3- COMMITMENTS AND CONTINGENCIES (Continued)

        c. Real Estate (Continued)

        During November 2000, the Company entered into an agreement to assign its rights
        to acquire certain real estate obtained from Matheny Development back to Matheny
        Development and issue 7,500,000 shares of common stock to Matheny Development.
        In exchange for assigning these rights and transferring these shares, Matheny
        Development has agreed to forgive $1,250,000 in debt due from the Company as
        outlined in the original assignment, authorize the forgiveness of one-third of
        the debt due Sagedale Farms, LLC, reimburse all amounts expended to extend the
        original assignment, or $1,467,314, and pay the Company $1,000,000 in cash. As a
        result of the rights back to Matheny, the Company believes it no longer has any
        additional obligation or exposure for failure to perform in any way. The Company
        received all amounts due under this agreement in February 2001 and anticipates
        issuing the shares in the near future.

        d. Consulting Fee Agreement

        On July 7, 1999, the Company entered into a consulting fee agreement with United
        Funding Solutions, Inc. (United) wherein the Company would pay United $100,000
        per year for 5 years. Additionally, the Company issued United 2,000,000 shares
        of common stock valued at the trading price of $0.016 per share, or $32,000.
        Pursuant to the agreement, the Company could be required to issue up to
        18,000,000 additional shares of common stock. The stock would be issued at a
        formula of one share for each dollar of gross profit earned by the Company.

        On September 20, 2000, the contract with United Funding Solutions, Inc. was
        terminated by the Company due to the fact that the Company had discontinued
        operations and United Funding Solutions, Inc was not performing the services
        required by the contract.

NOTE 4- ACCRUED EXPENSES

        The Company's accrued expenses is comprised of the following items:
                                      September 30,    December 31,
                                          2001             2000 
                                      (Unaudited)
        Accrued directors fees         $ 21,400         $ 16,000
        Accrued interest payable          2,166           70,552
        Other                                 4                4

                Total                  $ 23,570         $ 86,556
                                       ========         ========

NOTE 5- GOING CONCERN

        The Company's consolidated financial statements are prepared using generally
        accepted accounting principles applicable to a going concern which contemplates
        the realization of assets and liquidation of liabilities in the normal course of
        business. The Company has incurred losses from its inception through December
        2000. Management intends to restructure its product lines to generate desired
        levels of revenues and profit as it emerges from the bankruptcy proceedings
        discussed in Note 10.

        The Company is also considering pursuit of a highly speculative and uncertain
        startup venture. The Company estimates it would need approximately $500,000 to
        complete the acquisition, which the Company has available from the subsequent
        sale of its real estate. There can be no assurance that the Company will pursue
        this venture or of its ultimate success.

                                       16

               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 5- GOING CONCERN (Continued)

        The Company intends to raise funding through the sale of its common stock, but
        has minimal funding agreements in place. In the interim, management is committed
        to meeting the minimum operating needs of the Company over the next 12 months.

NOTE 6- LOSS FROM DISCONTINUED OPERATIONS

        In August 2000, the Board of Directors of the Company decided to discontinue the
        business that includes the manufacturing and marketing of computer memory
        devices due to falling profit margins in the industry. The June 30, 2000
        consolidated statement of operations has been restated to show the discontinued
        operations. The following is a summary of the loss from discontinued operations:

                                                                         From
                                                                   Inception of the
                                                                     Development
                                                                       Stage on
                                                                      December 31,
                                        For the Nine Months Ended    1998 Through
                                              September 30,          September 30,
                                          2001          2000              2001  
                                      (Unaudited)    (Unaudited)      (Unaudited)
REVENUES

  Sales, net                           $      -      $  42,954      $    82,456
  Cost of sales                               -         13,432           55,186

     Gross Margin                             -         29,522           27,270 

EXPENSES

  General and administrative                  -         75,017        1,501,535
  Depreciation and amortization               -              -                - 

     Total Expenses                           -         75,017        1,501,535 

LOSS FROM OPERATIONS                          -        (45,495)      (1,474,265)

OTHER INCOME (EXPENSE)

  Interest expense                            -         (1,021)          (6,932)
  Other expense                               -              -         (226,250)

     Total Other Income (Expense)             -         (1,021)        (233,182)

NET LOSS BEFORE INCOME TAXES                  -        (46,517)      (1,707,447)

INCOME TAX EXPENSE                            -              -                - 

NET (LOSS)                             $      -      $ (46,517)     $(1,707,447)
                                       ========      ==========     ============

No income tax benefit has been attributed to the loss from discontinued operations.


                                       17


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000

NOTE 7- LONG-TERM DEBT

        Long-term debt consisted of the following:

                                                            September 30,      December 31,
                                                                2001              2000
        Note payable to Sagedale Farms, LLC, bearing 10%
         interest, due July 7, 2001.                       $          -        $ 1,660,077

        Various notes payable given in settlement of
         accounts payable, non-interest bearing, quarterly
         payments of $7,405, unsecured.                          55,315             55,410 

                Total                                            55,315          1,715,487 

                Less current maturities                         (55,315)        (1,687,327)

                Long-term debt                             $          -        $    28,160
                                                           =============       ============

Aggregate maturities required on long-term debt at are as follows:

        Year                                                Amount                  Amount  


        2001                                               $ 55,315              $ 1,687,327
        2002                                                      -                   19,858
        2003                                                      -                    8,302

        Total                                              $ 55,315              $ 1,715,487
                                                           ========              ===========

        This amount represents notes issued under the bankruptcy proceedings discussed
        in Note 10 as payment for certain amounts due as provided for in the Company's
        Plan of Reorganization. The notes are non-interest bearing, interest has been
        imputed at 8% per annum.

        The balances are shown net of a discount of $18,708 and $26,029. Amortization of
        the discount was $4,881 and $9,761 as of June 30, 2001 and December 31, 2000,
        respectively.

        Because the Company has not made its 2nd and 3rd quarter payment of 2001, it is
        delinquent in its payments. The entire amount owed is showed being presented as
        a current liability.

NOTE 8- RELATED PARTY TRANSACTIONS

        Notes Payable

        Tampa Bay Financial, Inc., a related party, has an open line of credit with the
        Company with a balance outstanding of $206,515 at December 31, 2000. The notes
        are payable on demand and accrue interest at 10% per annum, unsecured. Interest
        expense amounted to $38,818 for the year ended December 31, 2000. As of
        September 30, 2001, the Company had paid the amount owed to Tampa Bay Financial,
        Inc. in full and had overpaid them. The Company has recognized a receivable of
        $519,080. The receivable is unsecured and bears interest at 10%. The Company has
        recognized an interest receivable in the amount of $37,234 at September 30,
        2001.


                                       18


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 9- STOCK SUBSCRIPTION RECEIVABLE

        Stock subscriptions receivable at December 31, 1998 included amounts of $6,250
        and $5,250 which represented notes given to the Company as consideration for
        stock options exercised by the President and Chief Executive Officer, and the
        Vice President - Finance and Chief Financial Officer, respectively. The balance
        of $264,625 represented an amount subscribed to by a related party to provide
        working capital to the Company while the Company was emerging from the
        bankruptcy proceedings discussed in Note 10. The notes due from the two officers
        were liquidated in the settlement of employment contracts, and the amount
        subscribed to by the related party was received in the form of services
        performed during 1999.

NOTE 10-REORGANIZATION ITEMS

        On September 24, 1997, Data 1, Inc. (the "Debtor") filed a petition for relief
        under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
        Court for the Middle District of Florida, Tampa Division, Case No.:
        97-15827-8P1. Under Chapter 11, certain claims against the Debtor in existence
        prior to the filing of the petitions for relief under the federal bankruptcy
        laws are stayed while the Debtor continues business operations as
        debtor-in-possession. These claims are reported in the December 31, 1997 balance
        sheet as "liabilities subject to compromise." Claims secured against the
        Debtor's assets ("secured claims") also are stayed, although the holders of such
        claims have the right to move the Court for relief from the stay. There are no
        secured claims.

        On June 19, 1998, the bankruptcy court entered a final order confirming the plan
        of reorganization. The order provided that the creditors could settle their
        prepetition claims pursuant to three options. Option 1 provided for a note
        payable of 10% of the allowed claim payable in 17 quarterly payments beginning
        May 1, 1999. Option 2 provided for a combination of a note payable for 5% of the
        allowed claim and shares of common stock for 5% of the allowed claim. Option 3
        provided for shares of common stock for 10% of the allowed claim.

        Pursuant to the confirmed plan, the Company issued notes payable totaling
        $235,879 with a net present value of $194,395, and issued 11,952,380 shares
        valued at $597,618 pursuant to the options available to the creditors.

        The Company recognized a gain on restructuring of debt of $5,956,183 in 1998.

NOTE 11-DEVELOPMENT STAGE COMPANY

        The Company essentially has reverted to the status of a startup company as it
        emerged from the bankruptcy proceedings discussed in Note 10 and will be
        considered to be a development stage company as it recommences its planned
        principal operations in the computer chip business.


                                       19



               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 12-STOCK ISSUANCES

        During March 1999, the Company issued 441,680 shares of its previously
        authorized, but unissued, common stock for services valued at $68,460, or $0.155
        per share.

        During April 1999, the Company issued 878,000 shares of its previously
        authorized but unissued common stock for services valued at $131,700, or $0.15
        per share.

        During May 1999, the Company issued 48,400 shares of its previously authorized,
        but unissued, common stock for services valued at $10,648, or $0.22 per share.

        During  June  1999,   the  Company  issued  406,296  shares  of  its  previously
        authorized,  but  unissued,  common  stock for services  valued at $100,502,  or
        $0.175 per share.

        During June 1999, the Company issued 168,000 shares of its previously
        authorized, but unissued, common stock for services valued at $29,400 or $0.175
        per share.

        During June 1999, the Company issued 376,000 shares of its previously
        authorized, but unissued, common stock for services valued at $62,040, or $0.165
        per share.

        During July 1999, the Company issued 6,087,920 shares of its previously
        authorized, but unissued, common stock for services valued at $691,949, cash of
        $543,393, property of $5,000 and debt of $99,000, or $0.22 per share.

        During December 1999, the Company issued 1,800,000 shares of its previously
        authorized, but unissued, common stock for services valued at $360,000, or $0.20
        per share.

        During April 2000, the Company issued 232,312 shares of common stock for debt at
        $0.35 per share for a total of $81,309.

        During July 2000, the Company issued 240,000 shares of common stock for debt at
        $1.042 per share for a total of $250,000.

        Tampa Bay Financial, a shareholder of the Company, contributed $42,137 for
        expenses.

        On September 17, 2001, the Company authorized a 1-for-5 reverse stock split of
        all of the Company's outstanding common stock. The Company also changed the par
        values of the preferred stock to $0.10 per share and the common stock to $0.005
        per share. These changes are retroactively reflected in the financial
        statements.

        Stock issuances for services and debt during 2000 and 1999 were valued at the
        trading price on the dates of issue.




                                       20


               DIVERSIFIED RESOURCES GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 13-LEGAL PROCEEDINGS

The United States Securities and Exchange Commission ("SEC") has entered a
formal order of investigation styled as "In the matter of Diversified Resources
Group, Inc. (NY/6573)." On or about September 30, 1999, the Company received a
subpoena duces teum requesting that the Company provide the Northeast Regional
Office of the SEC with various documents regarding past, present and intended
business operations, financial statements and underlying financial records,
prior news releases, and other documentation. The Company has provided the
documentation requested and has and intends to continue to fully cooperate with
this formal order of investigation.

                                       21



Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

The following discussion and analysis should be read in conjunction with the
balance sheet as of September 30, 2001 and the financial statements as of and
for the three months ended September 30, 2001 and 2000 included with this Form
10-QSB.

We are considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and we are currently in the initial
stages of recreating strategic relationships within the electronic components
industry that have proven management and state-of-the-art technologies. The
results of operations for the nine months and the three months ended September
30, 2001 are not necessarily indicative of the results for any future interim
period or for the year ending December 31, 2001. We expect to expand into new
areas, using the capital from the sale of the Falls River Project principal
operations, which we hope to commence before the end of 2001. We anticipate that
operating expenses will continue to increase as our business is expanded in the
future, and further anticipate that these expenses will continue to be incurred
in advance of projected revenue.

Readers are referred to the cautionary statement, which addresses forward-looking
statements made by the Company.

RESULTS OF OPERATIONS

The results of operations for the three months ended September 30, 2001 are not
necessarily indicative of the results for any future interim period or for the
year ending December 31, 2001. In particular, we have closed Cordless Power
Corporation, our rechargeable battery operation in 2000. The Company believes
assets from the sale of our real estate operations can help us build operations
that are more successful in the future. However, we do anticipate that operating
expenses will continue to increase as our business is expanded in the future,
and further anticipate that these expenses will continue to be incurred in
advance of projected revenue.

Three Months Ended September 30, 2001 and 2000

We incurred a net loss of $(27,154) for the three months ended September 30,
2001 as compared with a net loss of $(253,703) for the three months ended
September 30, 2000. The principal difference between these periods arose from a
nonrecurring $260,000 writedown charged to real estate investments in 2000
during which there was question as to their recoverability, and the effect of
having interest income from the proceeds of selling those real estate operations
in 2001, when in 2000 we were incurring interest from the debt to finance them,

                                       22

plus the termination of our Cordless Power rechargeable battery operations in
2000.

Our operating expenses consist primarily of general and administrative expenses,
depreciation, and amortization. General and administrative expenses increased
from $15,931 for the three months ended September 30, 2000 to $36,962 for the
three months ended September 30, 2001, and principally includes payroll and
related taxes; professional fees for consulting, business development, legal and
accounting; office supplies expense; travel expense and organizational costs.
Most of these expenses are attributable to overhead costs associated with our
headquarters and operations center, and the additional expenses related to real
estate consultant services.

Nine Months Ended September 30, 2001 and 2000

We incurred a net income of approximately $1,452,248 for the nine months ended
September 30, 2001 as compared with a net loss of $(913,619) for the nine months
ended September 30, 2000, due to the effect of our Falls River real estate
transaction described in other income (expense) below.

General and administrative expenses increased to $105,057 for the nine months
ended September 30, 2001 from $83,060 for the nine months ended September 30,
2000, and principally includes payroll and related taxes; professional fees for
consulting, business development, legal and accounting; office supplies expense;
travel expense and organizational costs. Most of these expenses are attributable
to overhead costs associated with our headquarters and operations center, and
the additional expenses related to real estate consultant services.

Although our rechargeable battery area did improve during 2000, resulting from a
change in suppliers that increased profitability, this improvement was not
sufficient to bring us to profitability without a significant increase in sales.
Our operating expenses consist primarily of general and administrative expenses,
depreciation, and amortization.

Other Income (Expenses)

The allowance for loss on real estate increased by $701,694 for the nine-month
period ended September 30, 2000, which represented the entire amounts invested
at that time, since the recoverability of our investment was in question. This
increase was due to the monthly extension fees paid into the Falls River Land
Development, which was being reserved for since there is no assurance as to the
recoverability of our investment. We recovered all amounts advanced in January
2001, which resulted in a gain of $1,557,763 on our books.

                                       23


Depreciation and Amortization

Depreciation and amortization expense includes charges relating to depreciation
of property and equipment, which consist principally of furniture and equipment.
We depreciate our equipment over periods ranging from five (5) to seven (7)
years. Depreciation and amortization expense was $3,169 for the three month
period ended September 30, 2001; compared with $5,898 for the three-month period
ending September 30, 2000. Depreciation and amortization expense was $9,623 for
the nine-month period ending September 30, 2001, compared with $14,679 for the
nine-month period ended September 30, 2000. The Company maintains office
equipment and software, which it expects to be replaced during the next year.

Interest

Interest expense was $44,217 during the three months period ended September 30,
2000 compared to $309 in the corresponding period of this fiscal year. Interest
expense relates primarily to real estate activities and the debt undertook to
settle with creditors arising from our bankruptcy. We did not capitalize any
interest. We did not received any significant interest income in 2000, but did
receive $37,274 and $13,286 in interest for the nine months and three months
ended September 30, 2001 from investing of proceeds received in our real estate
transaction.

Interest expense was $12,109 during the nine months period ended September 30,
2001, compared to $81,644 in the corresponding period of the prior fiscal year.
Interest expense related primarily to debt undertook to settle with creditors
arising from our bankruptcy and debt incurred to fund rest estate operations. We
did not incur any significant interest income or expense and did not capitalize
any interest. All reductions between years are result of payoff of real estate
debt in January 2001.

Inflation and Deflation

We do not believe that either inflation or deflation will have a significant
effect on operations for the near future.

Financial Position, Liquidity and Capital Resources

Our operating requirements will continue to exceed our cash flow from operations
until we have successfully built a successful operating business. Operating
activities during the nine months ended September 30, 2001 used cash of
$168,438. Operating activities were primarily funded through the proceeds of
$2,565,705 from the sale of our Falls River real estate project. In addition to
our operating requirements, we had payments of approximately $1,650,000 of debt
plus the payoff of $200,000 of debt to Tampa Bay Financial, Inc. and the
advancement of approximately $550,000 to Tampa Bay Financial, Inc. In October of

                                       24


this year, $1,250,000 of brokerage fees from the settlement of our real estate
transaction was settled with common stock. Furthermore, with the recently
completed 5 for 1 reverse split and increase in authorized common shares, we
will have additional unissued shares available to be used to raise additional
equity including the pursuit of acquisitions of operating businesses.

Due to the need for working capital, we will continue to seek additional debt
and/or equity financing from existing shareholders and other investment capital
resources, however, no assurance can be given that we will be able to obtain
other commitments. We will require the proceeds of this and subsequent offerings
to expand our operations and finance our future working capital requirements.
Based upon our current plans and assumptions relating to our business plan, we
anticipate that with the sale of the Falls River project we will have a capital
base to begin pursuing new operations and/or acquisitions.

CAUTIONARY STATEMENT

This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by the Company's officers or its agents contain statements
which constitute forward-looking statements within the meaning of Section 27A of
the Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
the Company's liquidity and capital resources; (ii) the Company's financing
opportunities and plans and (iii) the Company's future performance and operating
results. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) any material inability of the Company to successfully
identify, consummate and integrate the acquisition of operating businesses at
reasonable and anticipated costs to the Company; (ii) any material inability of
the Company to successfully internally develop its products; (iii) any adverse
effect or limitations caused by Governmental regulations; (iv) any adverse
effect on the Company's continued positive cash flow and abilities to obtain
acceptable financing in connection with its growth plans; (v) any increased
competition in business; (vi) any inability of the Company to successfully
conduct its business in new markets; and (vii) other risks including those
identified in the Company's filings with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise the forward
looking statements made in this Form 10-QSB to reflect events or circumstances
after the date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.

                                       25


PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

         NONE

Item 2. Changes in Securities

         NONE

Item 3. Defaults Upon Senior Securities

         NONE

Item 4. Submission of Matters to a Vote of Securities Holders

        On September 17, 2001, the Company authorized a 1-for-5 reverse stock split of
        all of the Company's outstanding common stock. The Company also changed the par
        values of the common stock to $0.005 per share.

Item 5. Other Information

         NONE

Item 6. Exhibits and Reports on Form 8-K

        (a)      Exhibits:

                  3(iii)   3.01     Amendment to Articles of Incorporation

        (b)      Form 8-K

                  None

SIGNATURES

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

October 31, 2001                             /s/Carl Smith
Date                                         Carl Smith, Chief Executive Officer

                                       26`