UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-QSB
(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the quarterly period ended June 30, 2002.

[ ___ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ______to ______.

                         Commission file number: 0-0751

                           Statmon Technologies Corp.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

     NEVADA                                              83-0242652
(State or Other Jurisdiction of               (IRS Employer Identification No.)
 Incorporation or organization)


                          345 N. Maple Drive, Suite 120
                         Beverly Hills, California 90210
                    (Address of Principal Executive Offices)

                                  310-288-4580
                (Issuer's Telephone Number, Including Area Code)

                              Viable Resources Inc.
                            544 E YELLOWSTONE HIGHWAY
                                 CASPER WY 82604
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
[ ] ___ No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 18, 2002, there were
9,294,411 shares of common stock issued and outstanding.


                                   FORM 10-QSB
                           STATMON TECHNOLOGIES CORP.

 FORWARD LOOKING STATEMENTS

This Form 10-QSB and other reports filed by Statmon Technologies Corp. (the
"Company") from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain or may contain forward looking statements
and information that are based upon beliefs of, and information currently
available to, the Company's management as well as estimates and assumptions made
by the Company's management.
<PAGE>

When used in the filings the words "anticipate", "believe", "estimate",
"expect", "future", "intend", "plan" and similar expressions as they relate to
the Company or the Company's management identifying forward looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any business that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated or planned.

The Securities and Exchange Commission (SEC) recently issued proposed guidance
for disclosure of critical accounting policies. The SEC defines "critical
accounting policies" as those that require application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently uncertain and
may change in subsequent periods. The Company plans to adopt the disclosure
requirements regarding critical accounting policies once the final rules are
required to be adopted.



<PAGE>




                           STATMON TECHNOLOGIES CORP.

                          INDEX TO FINANCIAL STATEMENTS


                                                                          Page
PART I:           FINANCIAL INFORMATION


         Item 1.           Financial Statements

                            Balance Sheet as of June 30, 2002                 1

                            Statements of Operations for the
                            Three Months Ended June 30, 2002 and 2001         2

                            Statements of Cash Flows for the
                            Three Months Ended June 30, 2002 and 2001         3

                            Notes to the Financial Statements                4-9


         Item 2.            Management's Discussion and Analysis of Financial
                             Condition and Plan of Operation               10-16

PART II: OTHER INFORMATION

         Item 1.           Legal Proceedings                                  17

         Item 2.           Changes in Securities                              17

         Item 3.           Defaults Upon Senior Securities                    17

         Item 4.           Submission of Matters to a vote of
                              Security Holders                                17

         Item 5.           Other Information                                  17

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

         Signatures                                                           17

Certification of President and Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002                                             18

Certification of Interim Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002                                             19

<PAGE>



PART I:          FINANCIAL INFORMATION
    Item 1.:            Financial Statements

                           STATMON TECHNOLOGIES CORP.
                                  Balance Sheet
                                  June 30, 2002
                                   (Unaudited)


                                     ASSETS
                                     ------

CURRENT ASSETS:
       Cash                                                $             21,361
       Accounts receivable                                              134,628
                                                              ------------------
              Total current assets                                      155,989
                                                              ------------------

PROPERTY AND EQUIPMENT - at cost, net                                    35,254

OTHER ASSETS                                                              9,805
                                                              ------------------
                                                           $            201,048
                                                              ==================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:

       Accounts payable                                    $            210,925
       Accrued expenses                                                 319,086
       Interest payable                                                  67,064
       Notes payable                                                    663,733
                                                              ------------------
              Total current liabilities                               1,260,808
                                                              ------------------

COMMITMENTS                                                                   -

STOCKHOLDERS' DEFICIT:

       Common Stock, $.01 par value, 25,000,000 shares
           authorized, 9,016,640 shares issued and outstanding           90,166
       Additional paid-in capital                                       307,172
       Subscription receivable                                          (45,000)
       Accumulated deficit                                           (1,412,098)
                                                              ------------------
              Total stockholders' deficit                            (1,059,760)
                                                              ------------------
                                                              $         201,048
                                                              ==================


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

                                       1

<PAGE>




                           STATMON TECHNOLOGIES CORP.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months Ended June 30,
                                                                    ----------------------------------------
                                                                           2002                2001
                                                                    ------------------- --------------------

<S>                                                                <C>                 <C>
          REVENUES                                                 $          263,323  $            30,560

          COST OF SALES                                                       192,132               15,901
                                                                    ------------------- --------------------
          GROSS PROFIT                                                         71,191               14,659

          SELLING, GENERAL AND ADMINISTRATIVE                                 282,798              116,679
                                                                    ------------------- --------------------
          LOSS FROM OPERATIONS                                               (211,607)            (102,020)

          Interest expense                                                    134,127                7,302
                                                                    ------------------- --------------------

          NET LOSS                                                 $         (345,734) $          (109,322)
                                                                    =================== ====================

          NET LOSS PER COMMON SHARE, basic and diluted             $             (.04) $              (.01)
                                                                    =================== ====================
          WEIGHTED AVERAGE NUMBER OF COMMON
               SHARES OUTSTANDING, basic and diluted                        7,831,292            7,575,000
                                                                    =================== ====================
</TABLE>


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

                                       2

<PAGE>



                           STATMON TECHNOLOGIES CORP.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                                                 Three Months Ended June 30,
                                                                           -----------------------------------------
                                                                                  2002                  2001
                                                                           -------------------   -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>                   <C>
     Net loss                                                            $          (345,734)  $          (109,322)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
             Depreciation and amortization                                             2,323                 1,468
             Common stock for interest                                               113,404                     -
             Changes in operating assets and liabilities:
                    Accounts receivable                                              (67,181)              (23,422)
                    Prepaid expenses and other current assets                         (3,271)                6,457
                    Interest payable                                                  20,722                 6,151
                    Accounts payable and accrued expenses                            150,370               118,508
                                                                           -------------------   -------------------
 NET CASH USED IN OPERATING ACTIVITIES                                              (129,367)                 (160)
                                                                           -------------------   -------------------

CASH FLOWS FROM INVESTING ACTIVITY:
     Purchase of property and equipment                                               (2,902)                    -
                                                                           -------------------   -------------------
CASH USED IN INVESTING ACTIVITY                                                       (2,902)                    -
                                                                           -------------------   -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                                        155,000                     -
     Decrease in cash overdraft                                                       (1,370)                    -
                                                                           -------------------   -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                            153,630
                                                                           -------------------   -------------------

NET INCREASE (DECREASE) IN CASH                                                       21,361                  (160)

CASH, BEGINNING OF PERIOD                                                                  -                   163
                                                                           -------------------   -------------------

CASH, END OF PERIOD                                                      $            21,361    $                3
                                                                           ===================   ===================



</TABLE>

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

                                       3

<PAGE>



                           STATMON TECHNOLOGIES CORP.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


1.       BASIS OF PRESENTATION

         The unaudited interim financial statements of the Company included
         herein were prepared pursuant to the rules and regulations for interim
         reporting under the Securities Exchange Act of 1934. Accordingly,
         certain information and footnote disclosures normally accompanying the
         audited financial statements have been omitted.  The unaudited
         interim financial statements and notes thereto should be read in
         conjunction with the audited financial statements and notes thereto
         contained in the Annual Report on Form 10-KSB of the Company for the
         year ended March 31, 2002. The unaudited interim financial statements
         accompanying this report contain all adjustments, which in the opinion
         of management are necessary to ensure that the financial statements are
         not misleading. Results for the interim periods are not necessarily
         indicative of results for the full year.

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company has incurred
         net losses of approximately $1,400,000 since its inception.
         Additionally, the Company had a net working capital deficiency of
         approximately $1,105,000 at June 30, 2002 and negative cash flows from
         operations for the three months ended June 30, 2002 of approximately
         $129,000. Those conditions raise substantial doubt about the Company's
         ability to continue as a going concern. The accompanying financial
         statements do not include any adjustments that might be necessary
         should the Company be unable to continue as a going concern.

         The Company expects that the growth and expansion of operations will
         require capital infusion of a minimum of $1,000,000 to repay short-term
         debt, to fund the purchase of inventory and to meet the Company's
         working capital needs. The Company is seeking to raise up to $2,000,000
         through the private placement of shares of its common or preferred
         stock. Due to prevailing market conditions the Company is also seeking
         to re-finance its $664,000 of short term debt with a $750,000 to
         $1,000,000 debt facility for a minimum of one year. The Company is also
         negotiating with a bank for a revolving line of credit for up to
         $500,000 for working capital purposes.

         There can be no assurances that the Company will be successful in
         obtaining the aforementioned financing or refinancing and or extension
         of its notes payable. If it is not successful, the Company would seek
         to negotiate other terms for the issuance of debt, and/or pursue bridge
         financing, negotiate with suppliers for a reduction of debt through
         issuance of stock, and seek to raise equity through the sale of its
         common stock. At this time present management cannot assess the
         likelihood of achieving these objectives. If the Company is unable to
         achieve these objectives, the Company may be forced to cease its
         business operations, sell its assets and/or seek further protection
         under applicable bankruptcy laws.

2.       REVERSE ACQUISITION

         On June 14, 2002, the Company, acquired all of the issued and
         outstanding capital stock of Statmon Technologies Corp., a Delaware
         corporation ("Oldco") pursuant to an Exchange Agreement dated as of May
         16, 2002 by and among the Company, Oldco and the shareholders of Oldco
         (the "Exchange Agreement"). Pursuant to the Exchange Agreement, Oldco
         became a wholly-owned subsidiary of the Company and, in exchange for
         Oldco shares, the Company issued 7,575,000 shares of its common stock
         to the shareholders of Oldco, representing 83% of the issued and
         outstanding capital stock of the Company. Oldco was incorporated in the
         State of Delaware on June 16, 2000 as a software development company to
         market its proprietary software systems and interface platforms
         designed to facilitate bi-directional data flow for the remote
         monitoring, management and control of electronic devices, computer
         networks and sensors over the Internet, wired and wireless networks,
         and virtual private networks.

         The acquisition of Oldco has been accounted for as a reverse
         acquisition, because the former shareholders of Oldco own a majority of
         the outstanding common stock of the Company after the acquisition.
         Accordingly, the combination of the Company and Oldco is recorded as a
         recapitalization of Oldco pursuant to which Oldco is treated as the
         continuing entity for accounting purposes and the historical

                                       4
<PAGE>




         financial statements presented are those of Oldco. At the time of
         acquisition of Oldco, the Company had no assets and had no operations
         for the year ended March 31, 2002.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.  Use of Estimates - The preparation of financial statements
              in conformity with generally accepted accounting principles
              requires management to make estimates and assumptions that affect
              the reported amounts of assets and liabilities, and disclosure of
              contingent assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.

          b.  Property and  Equipment - Property and  equipment  are stated at
              cost.  Depreciation is calculated on the straight-line method over
              five years, which is the estimated useful life of the assets.

          c.  Research and Development - Research and development expenditures
              are charged to operations as incurred.


          d.  Net Loss Per Share - Basic loss per share is computed
              using the weighted average number of shares of outstanding common
              stock.

              For all periods presented, diluted net loss per share was the same
              as basic net loss per share since the inclusion of the warrants
              would have been anti-dilutive. In the event that the Company
              reports net income in the future periods, warrants could have a
              dilutive effect on future per share calculations in those periods.

          e.  Income Taxes - Income taxes are accounted for under
              Statement of Financial Accounting Standard No. 109, "Accounting
              for Income Taxes," which is an asset and liability approach that
              requires the recognition of deferred tax assets and liabilities
              for the expected future tax consequences of events that have been
              recognized in the Company's financial statements or tax returns.

          f.  Fair Value of Financial Instruments - The carrying amounts
              reported in the balance sheet for cash, receivables, accounts
              payable and accrued expenses approximate fair value based on the
              short-term maturity of these instruments. The carrying amount of
              the Company's notes payable approximate fair value based on the
              prevailing market interest rates.

          g.  Impairment of Long-Lived Assets - The Company reviews
              long-lived assets and certain identifiable assets on a quarterly
              basis for impairment whenever circumstances and situations change
              such that there is an indication that the carrying amounts may not
              be recovered. At June 30, 2002, the Company does not believe that
              any impairment has occurred.

          h.  Revenue  Recognition - Statement of Position 97-2,  Software
              Revenue  Recognition ("SOP 97-2"), was issued in October 1997 by
              the American Institute of Certified Public  Accountants  ("AICPA")
              and was amended by  Statement of Position  98-4 ("SOP  98-4").
              SOP 97-2  provides  revised and expanded  guidance of software
              revenue recognition and applies to all entities that earn revenue
              from licensing, selling, or otherwise marketing computer software.
              Based on its interpretation of SOP 97-2 and SOP 98-4, the Company
              believes its current revenue  recognition  policies and practices
              are consistent with SOP 97-2 and SOP 98-4. Additionally, the AICPA
              issued SOP 98-9 in December 1998, which provides certain
              amendments  to SOP 97-2,  and is  effective  for  transactions,
              entered  into  during the year ended December 31, 2000.

              Product revenues from the sale of software licenses are recognized
              when evidence of a license agreement exists, the fees are fixed
              and determinable, collectibility is probable and vendor specific
              objective evidence exists to allocate the total fee to elements of
              the arrangements. The Company's software license agreement
              entitles the licensee limited rights for upgrades and enhancements
              for the version they have licensed.

                                       5
<PAGE>

          i.  Recent Accounting Pronouncements

          i.   In July 2001,  the Financial  Accounting  Standards  Board issued
               Statement  of  Financial  Accounting  Standard  ("SFAS")  No. 141
               "Business  Combinations." SFAS No. 141 requires that all business
               combinations  initiated  after December 31, 2001 be accounted for
               using the purchase  method of accounting and prohibits the use of
               the  pooling-of-interests  method for such transactions.  The new
               standard is effective for fiscal years  beginning  after December
               15, 2001.

          ii.  Effective  January  1, 2002,  the  Company  adopted  SFAS No. 142
               "Goodwill  and Other  Intangible  Assets."  Under  SFAS No.  142,
               goodwill  acquired in the  acquisition  will not be amortized but
               instead be tested annually for  impairment.  The adoption of SFAS
               No.  142 had no impact on the  Company's  financial  position  or
               results of operations.

          iii. In August 2001, the FASB issued Statement of Financial Accounting
               Standard  No. 144 ("SFAS 144"), "Accounting for the Impairment or
               Disposal of Long-lived Assets." SFAS 144 superceded  Statement of
               Financial  Accounting  Standard  No.  121,  "Accounting  for  the
               Impairment of Long-lived Assets and Assets to be Disposed of" and
               the accounting and reporting provisions of Accounting  Principles
               Board  Opinion No. 30,  "Reporting  the Results of  Operations  -
               Reporting the Effects of Disposal of a Segment of a Business, and
               Extraordinary,  Unusual  and  Infrequently  Occurring  Events and
               Transactions."  SFAS 144 also amends Accounting Research Bulletin
               No. 51, " Financial  Statements,"  to eliminate  the exception to
               consolidation  for a subsidiary for which control is likely to be
               temporary. The provision of SFAS 144 will be effective for fiscal
               years beginning after December 15, 2001.

               The  most  significant  changes  made  by  SFAS  No.  144 are (1)
               goodwill is removed from its scope and  therefore,  it eliminates
               the  requirements of SFAS 121 to allocate  goodwill to long lived
               assets  to be  tested  for  impairment,  and (2) it  describes  a
               probability-weighted  cash flow  estimation  approach to apply to
               situations in which  alternative  course of action to recover the
               carrying amount of long-lived assets are under consideration or a
               range is estimated for the amount of possible future cash flows.

               The  adoption  of SFAS No.  144 had no  impact  on the  Company's
               financial position or results of operations.

          iv.  On April 30, 2002,  the FASB issued SFAS No. 145,  "Rescission of
               FASB  Statement  No. 4, 44 and 64,  Amendment  of FASB  Statement
               No.13, and Technical  Corrections."  The rescission of SFAS No.4,
               "Reporting  Gains  and  Losses  from  Extinguishments,"  and SFAS
               No.64,  "Extinguishments  of Debt made to  Satisfy  Sinking  Fund
               Requirements,"   which  amended  SFAS  No.4  will  affect  income
               statement  classification of gains and losses from extinguishment
               of  debt.   SFAS  No.4   requires  that  gains  and  losses  from
               extinguishment of debt be classified as an extraordinary item, if
               material.  Under  SFAS  No.  145,  extinguishment  of debt is now
               considered a risk management strategy by the reporting enterprise
               and  the  FASB  does  not   believe   it  should  be   considered
               extraordinary under the criteria in APB Opinion No.30, "Reporting
               the Results of Operations-Reporting  the Effects of Disposal of a
               Segment  of  a   Business,   and   Extraordinary,   Unusual   and
               Infrequently  Occurring Events and Transactions," unless the debt
               extinguishment  meets the  unusual in nature and  infrequency  of
               occurrence  criteria  in APB Opinion No. 30. SFAS No. 145 will be
               effective  for fiscal years  beginning  after May 15, 2002.  Upon
               adoption,  extinguishments  of debt shall be classified under the
               criteria in APB Opinion No. 30.

          v.   In June 2002, the FASB issued SFAS No.146,  "Accounting for Costs
               Associated  with  Exit or  Disposal  Activities."  SFAS  No.  146
               addresses financial accounting and reporting for costs associated
               with exit or disposal  activities and nullified  Emerging  Issues
               Task Force Issue No.  94-3,  "Liability  Recognition  for Certain
               Employee Termination Benefits and Other Costs to Exit an Activity
               (including Certain Costs Incurred in a Restructuring)."  SFAS No.
               146 requires that a liability for a cost  associated with an exit
               or  disposal   activity  be  recognized  when  the  liability  is
               incurred.  A fundamental  conclusion  reached by the FASB in this
               statement is that an entity's  commitment  to a plan,  by itself,
               does not  create a present  obligation  to others  that meets the

                                       6
<PAGE>

               definition  of a liability.  SFAS No. 146 also  establishes  that
               fair  value  is the  objective  for  initial  measurement  of the
               liability.  The  provisions  of this  statement are effective for
               exit or disposal activities that are initiated after December 31,
               2002, with early application encouraged.  The Company has not yet
               determined  the impact of SFAS No.146 on its  financial  position
               and results of operations, if any.

4.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                 Computer equipment                        $             30,893
                 Software                                                11,608
                 Office equipment                                         5,435
                                                                 ---------------
                                                                         47,936
                 Less: accumulated depreciation                          12,682
                                                                 ---------------
                                                           $             35,254
                                                                 ===============

5.       NOTES PAYABLE

         Notes payable - current consists of the following:

         Notes payable due on August 8, 2002            (a)  $          258,733

         Notes payable expired in April and May, 2002.  (b)             250,000

         Notes payable due on various dates             (c)             155,000

                                                                  --------------
                                                             $          663,733
                                                                  ==============

         a.    On September 8, 2000,  the Company  entered into a Note  Purchase
               and Shareholder Rights Agreement (the "First Note") with a lender
               allowing the Company to draw up to $250,000. Interest on the Note
               accrues at the rate of 10% per annum.  In addition,  the investor
               received  709,550  shares of  common  stock. The Note is secured
               by a lien on the assets of the  Company.

               In  July  2001,  the  Note  holder  made  an  additional  $10,000
               available  to the Company by way of an  amendment to the original
               Note on the same terms and  conditions  as the  September 8, 2000
               Note.  As of June 30, 2002 the Company had drawn  $258,733 of the
               $260,000  available line. Accrued interest as of June 30, 2002 is
               $47,134.

               The Note had a maturity date of September 8, 2001, which has been
               extended twice,  first to May 8, 2002 and then August 8, 2002. If
               the Company,  during the term of the note, secures debt or equity
               financing  of not less  than  $750,000,  then the due date of the
               Note  is  accelerated  to ten  days  after  the  receipt  of such
               financing.  All  amounts  unpaid on this Note  after the  initial
               maturity date accrue interest at a rate of 15% per annum.

               Under the extension  agreement the Note holder  received  100,000
               new shares of common stock for granting the first Note  extension
               and 30,000 shares for the second Note extension. In addition, the
               Company is required  to issue an  additional  30,000  shares (the
               "Default Shares") per month or part thereof, until full repayment
               of the Note in addition to accrual of default  interest at a rate
               of 15% per annum.  However, cash payments made to the Note holder
               in any given month over the term of the Note extension, including
               consulting  fees,  reduces  the number of  default  shares on the
               basis of one share per $1.00 paid.  Subsequent  to June 30, 2002,
               82,015 of accrued default shares are issued.

                                       7
<PAGE>

               The Note has matured  and the Company is in default.  The Company
               is  currently   negotiating  a  third  90-day  extension  of  the
               obligation  and continues to accrue  interest at the penalty rate
               of 15% per annum.

         b.    In October 2001,  the Company  issued three  Promissory  Notes to
               three related professional investors  (collectively,  "the Second
               Note Holders") for a total of $250,000,  accruing interest at 10%
               per annum (the  "Second  Notes" and  collectively  with the First
               Note, the "Senior  Notes").  Accrued interest as of June 30, 2002
               is $18,362.  The Second Note Holders'  Notes expired on April 16,
               2002,  May 6, 2002, and May 18, 2002,  respectively,  and are now
               accruing  interest  at a  penalty  rate  of  15%  per  annum.  In
               addition,  the Company is issuing  25,000  shares of Common Stock
               (the "Default Shares") per month to the Second Note Holders until
               full  repayment.  Subsequent to June 30, 2002,  47,006 of accrued
               default  shares had been issued.  The Notes are secured by a lien
               on the assets of the Company, which is subordinate to that of the
               holder of the First Note and has certain priority rights over new
               equity capital coming into the Company until fully repaid.

         c.    Between  April  5,  2002 and June  14,  2002 the  Company  issued
               unsecured  10% per  annum  promissory  Notes  to five  additional
               accredited  investors totaling  $155,000.  Accrued interest as of
               June 30, 2002 is $1,568.  These Notes will expire between October
               5, 2002 and December 14, 2002.

6.       EMPLOYMENT AGREEMENTS

         In September 2000, the Company entered into five year employment
         agreements with the Chairman and Chief Executive Officer and interim
         Chief Financial Officer and the Vice Chairman and Chief Technology
         Officer. However, until payment of the Senior Notes, these officers are
         entitled to 50% of such salaries, up to a maximum of $6,778 per month
         effective from August 1, 2001. Each of the above officers' yearly
         salaries for the term of the agreements are $160,000, $205,000,
         $245,000, $275,000 and $300,000, respectively. In the event that the
         Company does not raise $2,000,000, the salary for the third, fourth and
         fifth years will be renegotiated, but will not be below the base of the
         second year's aggregate salary range of $410,000.

         During the three months ended June 30, 2002, the Company paid $40,697
         in compensation and since inception has accrued a total of $226,821 to
         the above mentioned officers and two other employees.

7.       MAJOR CUSTOMERS

         During the three months ended June 30, 2002, three customers comprised
         an aggregate of 59% of the Company's sales. Accounts receivable from
         one such customer was $53,669 at June 30, 2002.

8.       STOCK OPTIONS AND WARRANTS

         The following table illustrates the Company's warrant issuances and
         balances outstanding through June 30, 2002. The Company generally
         issues warrants to purchase shares of common stock in connection with
         debt and equity financing and to non-employee consultants.
<TABLE>
<CAPTION>

                                     WARRANTS OUSTANDING                                          WARRANTS
                                                                                                EXERCISABLE
         -----------------------------------------------------------------------------   ---------------------------
         Range of Exercise Price                Range of      Weighted      Weighted       Number        Weighted
                                                               Average
                                  Shares        Exercise      Remaining     Average                       Average
                                  Underlying     Price       Contractual    Exercise     Exercisable     Exercise
                                   Warrants                     Life          Price                        Price
         ------------------------ ----------- ------------- --------------  ----------   ------------   ------------
<S>                                   <C>     <C>               <C>           <C>             <C>       <C>
         Granted during year
         ended March 31, 2001         75,000  $1.00                                           75,000    $1.00
                                  -----------                                            ------------

                                        8
<PAGE>

                                  -----------                                            ------------
         Outstanding at March         75,000  $1.00             4.72          $1.00           75,000    $1.00
         31, 2001
         Granted                     775,000  $.50-$2.00                                     775,000    $.50-$2.00
                                  -----------                                            ------------
         Outstanding at March        850,000  $.50-$2.00        3.95          $1.16          850,000    $.50-$2.00
         31, 2002
         Granted                     415,000  $.50-$5.00                                     415,000    $.50-$5.00
                                  -----------                                            ------------
         Outstanding at June       1,265,000  $.50-$5.00        3.92          $1.89        1,265,000    $.50-$5.00
         30, 2002
                                  ===========                                            ============
</TABLE>


9.      INCOME TAXES

         As of June 30, 2002, the Company has net operating loss carry forwards
         of approximately $1,200,000 for Federal tax purposes, expiring in 2021.
         The resulting deferred tax asset of approximately $420,000, as of June
         30, 2002 has been offset by a corresponding valuation allowance.

10.      COMMITMENTS

         The Company leases its office facilities under non-cancelable lease
         arrangements. Rent expense was $20,689 and $5,565 for the three months
         ended June 30, 2002 and 2001, respectively.

         Future minimum lease payments under noncancellable operating leases
         include:

                           2003 (nine months)             $              45,134
                           2004                                          86,781
                           2005                                          63,805
                                                              ------------------
                                                          $             195,720
                                                              ==================



                                       9
<PAGE>



Item 2: Management's  Discussion and Analysis of Financial Condition and Plan of
Operation

The following discussion should be read in conjunction with the financial
statements. Certain statements contained herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Because such statements include risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, risks associated with the integration of
businesses following an acquisition, competitors with broader product lines and
greater resources, emergence into new markets, the termination of any of the
Company's significant contracts, the Company's inability to maintain working
capital requirements to fund future operations or the Company's inability to
attract and retain highly qualified management, technical and sales personnel.
Although management believes that the assumptions made and expectations
reflected in the forward looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or
that actual future results will not be different from the expectations expressed
in this report.

General

On June 14, 2002, the Company acquired all of the issued and outstanding capital
stock of Statmon Technologies Corp., a Delaware corporation ("Oldco"), pursuant
to an Exchange Agreement dated as of May 16, 2002 by and among the Company,
Oldco and the shareholders of Oldco (the "Exchange Agreement"). Pursuant to the
Exchange Agreement, Oldco became a wholly-owned subsidiary of the Company and,
in exchange for Oldco shares, the Company issued 7,575,000 shares of its common
stock to the shareholders of Oldco, representing 83% of the issued and
outstanding capital stock of the Company. Oldco was incorporated in the State of
Delaware on June 16, 2000 as a software development company to market its
proprietary software systems and interface platforms designed to facilitate
bi-directional data flow for the remote monitoring, management and control of
electronic devices, computer networks and sensors over the Internet, wired and
wireless networks, and virtual private networks.

The acquisition of Oldco has been accounted for as a reverse acquisition,
because the former shareholders of Oldco own a majority of the outstanding
common stock of the Company after the acquisition. Accordingly, the combination
of the Company and Oldco is recorded as a recapitalization of Oldco pursuant to
which Oldco is treated as the continuing entity for accounting purposes and the
historical financial statements presented are those of Oldco. At the time of
acquisition of Oldco, the Company had no assets and had no operations since
March 1, 2001.

The comparison below discusses the results of operations of the Company for the
three months ended June 30, 2001, and the results of operations of the Company
for the three months ended June 30, 2002.

Results of Operations

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2001.

REVENUES - Total revenues increased to $263,323 for the three months ended June
30, 2002, compared to $30,560 for the same period last year. This increase was
due to increased sales of software, hardware and third party integration
services.

GROSS PROFIT - Gross profit increased to $71,191 for the three months ended June
30, 2002, compared to $14,659 for the same period last year. Although gross
profit increased, the gross profit margin decreased over the same period last
year from 48% to 27%. This decrease was primarily due to the labor costs
associated with system integration and initial software installment activities.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES- Operating expenses increased to
$282,798 for the three months ended June 30, 2002, compared to $116,679 for the
same period last year. Selling, general and administrative expenses were 107% of
sales for the three months ended June 30, 2002, compared to 382% of sales during

                                      10
<PAGE>

the same period last year, during which period the Company began the sale of its
products.

NET LOSS - As a result of the above, the Company recorded a net loss of $345,734
for the three months ended June 30, 2002, compared to a net loss of $109,322 for
the same period last year.


LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its cash requirements primarily through operations, and
short-term borrowings. Over the last two years the Company has issued Promissory
Notes to nine accredited investors totaling $664,000. One note holder (the
"First Note Holder") has a secured Promissory Note from the Company for
$260,000, plus capitalized interest, which accrued at 10% per annum until
September 8, 2001 and is presently accruing at a penalty interest rate of 15%
per annum (the "First Note"). The First Note was originally issued on September
8, 2000, matured on September 8, 2001 and was extended until May 8, 2002. A
second extension was granted which expired on August 8, 2002 and the Company is
in default. The First Note Holder is being issued 30,000 shares per month or
part thereof less any payment, until the repayment of the Note and all accrued
interest. The First Note Holder has a lien on the assets of the Company. The
Company is currently negotiating a third 90 extension of the obligation and
continues to accrue interest at the penalty rate of 15% per annum. In October
2001, the Company issued three Promissory Notes to three related professional
investors (collectively, "the Second Note Holders") for a total of $250,000,
accruing interest at 10% per annum. The Second Note Holders' Notes expired on
April 16, 2002, May 6, 2002, and May 18, 2002, respectively, and are now
accruing interest at a penalty rate of 15% per annum. In addition, the Company
is issuing 25,000 shares of Common stock per month to the Second Note Holders
until full repayment. The Company's obligations to the Second Note Holders is
secured by a lien on the assets of the Company, which is subordinate to that of
the holder of the First Note and has certain priority rights over new equity
capital coming into the Company until fully repaid.

Between April 5, 2002 and June 14, 2002 the Company issued unsecured 10% per
annum promissory Notes to five additional accredited investors totaling
$155,000. These Notes will expire between October 5, 2002 and December 14, 2002.

As of June 30, 2002 the Company had a working capital deficiency of
approximately $1,105,000 including notes payable totaling approximately
$664,000. The Company has no long-term debt. The Company expects that the growth
and expansion of operations will require capital infusion of a minimum of
$1,000,000 to repay short-term debt, to fund the purchase of inventory and to
meet the Company's working capital needs. The Company is seeking to raise up to
$2,000,000 through the private sale of its common or preferred stock. Due to
prevailing market conditions the Company is also seeking to re-finance its
$664,000 of short term debt with a $750,000 to $1,000,000 debt facility for a
minimum of one year. The Company is also negotiating with a bank for a revolving
line of credit for up to $500,000 for working capital purposes.

There can be no assurances that the Company will be successful in obtaining the
aforementioned financing or refinancing and or extension of its Notes. If it is
not successful, the Company would seek to negotiate other terms for the issuance
of debt, and/or pursue bridge financing, negotiate with suppliers for a
reduction of debt through issuance of stock, and seek to raise equity through
the sale of its common stock. At this time present management cannot assess the
likelihood of achieving these objectives. If the Company is unable to achieve
these objectives, the Company may be forced to cease its business operations,
sell its assets and/or seek further protection under applicable bankruptcy laws.

Except as provided above, the Company has no present commitment that is likely
to result in its liquidity increasing or decreasing in any material way. In
addition, except as noted above, the Company knows of no trend, additional
demand, event or uncertainty that will result in, or that is reasonably likely
to result in, the Company's liquidity increasing or decreasing in any material
way. The Company has no material commitments for capital expenditures. The
Company knows of no material trends, favorable or unfavorable, in the
Registrant's capital resources.


                                      11
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS AND SEC PROPOSAL

     a.   In  July  2001,  the  Financial   Accounting  Standards  Board  issued
          Statement of Financial  Accounting Standard ("SFAS") No. 141 "Business
          Combinations."  SFAS No. 141 requires  that all business  combinations
          initiated  after December 31, 2001 be accounted for using the purchase
          method of accounting and prohibits the use of the pooling-of-interests
          method for such transactions. The new standard is effective for fiscal
          years beginning after December 15, 2001.

     b.   Effective  January 1, 2002, the Company adopted SFAS No. 142 "Goodwill
          and Other Intangible Assets." Under SFAS No. 142, goodwill acquired in
          the  acquisition  will not be amortized but instead be tested annually
          for  impairment.  The  adoption  of SFAS No.  142 had no impact on the
          Company's financial position or results of operations.

     c.   In August 2001,  the FASB issued  Statement  of  Financial  Accounting
          Standard  No.  144  ("SFAS  144"),"Accounting  for the  Impairment  or
          Disposal of  Long-lived  Assets."  SFAS 144  superceded  Statement  of
          Financial  Accounting Standard No. 121, "Accounting for the Impairment
          of Long-lived  Assets and Assets to be Disposed of" and the accounting
          and reporting  provisions of Accounting  Principles  Board Opinion No.
          30,  "Reporting  the Results of  Operations - Reporting the Effects of
          Disposal of a Segment of a Business,  and  Extraordinary,  Unusual and
          Infrequently  Occurring Events and Transactions." SFAS 144 also amends
          Accounting   Research   Bulletin  No.  51,   "Consolidated   Financial
          Statements,"  to  eliminate  the  exception  to  consolidation  for  a
          subsidiary for which control is likely to be temporary. The provisions
          of SFAS 144 are effective for fiscal years  beginning  after  December
          15, 2001.

          The most significant  changes made by SFAS No. 144 are (1) goodwill is
          removed from its scope and, therefore,  it eliminates the requirements
          of SFAS 121 to allocate goodwill to long-lived assets to be tested for
          impairment,  and (2) it  describes  a  probability-weighted  cash flow
          estimation  approach  to apply  to  situations  in  which  alternative
          courses of action to recover the carrying amount of long-lived  assets
          are under  consideration  or a range is  estimated  for the  amount of
          possible future cash flows.

          The adoption of SFAS No. 142 had no impact on the Company's  financial
          position or results of operations.

     d.   On April 30, 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB
          Statement No. 4, 44 and 64,  Amendment of FASB  Statement  No.13,  and
          Technical  Corrections." The rescission of SFAS No.4, "Reporting Gains
          and Losses from Extinguishments," and SFAS No.64,  "Extinguishments of
          Debt made to Satisfy  Sinking Fund  Requirements,"  which amended SFAS
          No.4 will affect income statement  classification  of gains and losses
          from  extinguishment of debt. SFAS No.4 requires that gains and losses
          from extinguishment of debt be classified as an extraordinary item, if
          material. Under SFAS No. 145, extinguishment of debt is now considered
          a risk  management  strategy by the reporting  enterprise and the FASB
          does not  believe  it should  be  considered  extraordinary  under the
          criteria   in  APB   Opinion   No.30,   "Reporting   the   Results  of
          Operations-Reporting  the  Effects  of  Disposal  of  a  Segment  of a
          Business, and Extraordinary, Unusual and Infrequently Occurring Events
          and Transactions," unless the debt extinguishment meets the unusual in
          nature and  infrequency of occurrence  criteria in APB Opinion No. 30.
          SFAS No. 145 will be effective  for fiscal years  beginning  after May
          15, 2002. Upon adoption,  extinguishments  of debt shall be classified
          under the criteria in APB Opinion No. 30.

     e.   In June 2002,  the FASB  issued  SFAS  No.146,  "Accounting  for Costs
          Associated with Exit or Disposal  Activities."  SFAS No. 146 addresses
          financial  accounting and reporting for costs  associated with exit or
          disposal activities and nullified Emerging Issues Task Force Issue No.
          94-3, "Liability Recognition for Certain Employee Termination Benefits
          and Other Costs to Exit an Activity  (including Certain Costs Incurred
          in a  Restructuring)."  SFAS No. 146 requires  that a liability  for a

                                      12
<PAGE>

          cost associated  with an exit or disposal  activity be recognized when
          the  liability is incurred.  A fundamental  conclusion  reached by the
          FASB in this  statement is that an entity's  commitment  to a plan, by
          itself,  does not create a present obligation to others that meets the
          definition  of a liability.  SFAS No. 146 also  establishes  that fair
          value is the objective for initial  measurement of the liability.  The
          provisions  of this  statement  are  effective  for  exit or  disposal
          activities  that are  initiated  after  December 31, 2002,  with early
          application encouraged.  The Company has not yet determined the impact
          of SFAS No.146 on its financial position and results of operations, if
          any.

     f.   The SEC recently issued  proposed  guidance for disclosure of critical
          accounting policies. The SEC defines "critical accounting policies" as
          those  that  require   application  of  management's  most  difficult,
          subjective or complex judgments, often as a result of the need to make
          estimates  about the effects of matters that are inherently  uncertain
          and may change in subsequent  periods.  The Company plans to adopt the
          disclosure  requirements  regarding critical  accounting policies once
          the final rules are required to be adopted.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

         Investing in our securities involves a high degree of risk. In addition
to the other information contained in this quarterly report, including the
reports we incorporate by reference, you should consider the following factors
before investing in our securities. These factors, amongst others, could cause
actual results to differ materially from those contained in forward-looking
statements in this Form 10-QSB.

We Need Additional Financing To Achieve Our Growth Strategy.

We need additional financing to continue to pursue our growth strategy. We have
no commitment for any debt or equity financing and we may not be able to obtain
sufficient financing on favorable terms, if at all. If we do not obtain
additional financing when required, we may be required to modify, delay or
abandon some or all of our expansion plans, which may have a material adverse
effect on our business.

Our Resources May Not Be Sufficient To Manage Our Expected Growth.

We anticipate a period of growth, which we expect to place a strain on our
administrative, financial and operational resources. Our ability to manage any
staff and facilities growth effectively will require us to continue to improve
our operational, financial and management controls, reporting systems and
procedures, install new management information and control systems and train,
motivate and manage our employees. There can be no assurance that we will
install such management information and control systems in an efficient and
timely manner or that the new systems will be adequate to support our future
operations. If we are unable to manage growth effectively, such as if our sales
and marketing efforts exceed our capacity to install, maintain and service our
products or if new employees are unable to achieve performance levels, our
business, operating results and financial condition could be materially
adversely affected.

We Are Dependent On Our Key Employees.

Our business is dependent upon the experience of our executive officers, and key
personnel who are familiar with both the specific issues facing the software
industry and our future plans and goals. The loss of the services of any key
employee could have a material adverse effect on our business, operations,
revenues and prospects. In addition, our ability to establish and maintain a
competitive position will depend, in part, on our ability to attract and retain
qualified personnel. There can be no assurance that we will be able to attract
and retain such personnel in the future on economically feasible terms or
otherwise. Our inability to attract and retain qualified personnel may adversely
affect our business and operations.

Competition In The Software Industry May Adversely Affect Our Revenues And
Market Position.

The software industry is highly competitive. We compete based on scope, quality
and cost of services provided. Many of our existing and potential competitors
have substantially greater financial resources available to them. While
management believes that it competes on the basis of the quality of its

                                      13
<PAGE>

services, the larger resources of its competitors may give them certain cost
advantages over us (e.g., cost savings from internal billing and collection and
a broader scope of services). We may not be able to compete effectively.

Protection Of Proprietary Information.

The ability of our products and services to compete with other companies will
depend, in part, on our maintaining the proprietary nature of our technologies.
We rely on our prior development activities that have resulted in a body of
information and processes that we have designated as "trade secrets" and
"know-how" and are considered as intellectual property. In addition, we rely
heavily upon trade secrets and our business plan. There can be no assurance that
other persons will not independently develop or acquire technology substantially
equivalent to ours, or that we will successfully protect our business plan,
technology and trade secrets from misappropriation by others. Furthermore, it
will be necessary for us to make our intellectual property available to vendors,
customers and other companies in the industry, making it even more difficult to
protect our technology. No assurance can be given that we would be successful in
enforcing our rights, or that our product does not infringe on the patent or
intellectual property rights of a third party.

Dependence On Technology.

We are highly dependent on our technology, which has a limited operating
history. We believe that our current technology can provide software tools with
the necessary sophistication and security to allow the system to function
effectively. However, if we cannot maintain our system in the event of
unexpected occurrences, make necessary modifications and/or improvements to the
technology, such deficiencies could have a material, adverse effect upon our
business, financial condition and result of operations.

Limited Operating History

We have a limited operating history upon which potential investors may base an
evaluation of our prospects and there can be no assurance that we will achieve
its objectives. Our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their early stages of
development, particularly companies in a rapidly evolving market such as the
market for automation, remote monitoring and process control software. Such
risks include, but are not limited to: our ability to obtain and retain
customers and attract a significant number of new customers, the growth of the
satellite, broadcast and Internet markets, our ability to implement its growth
strategy, especially the sales and marketing efforts, and the introduction of
new devices and computer network and control technologies in broadcasting and
Internet services by our competitors and by us.

Industry Resistance To Change

Our initial target market, television/radio broadcasting, is considered by many
to be mature and set in its way of operating. Senior engineering management in
this market segment tends to have a comfort zone with existing operations and
may not readily see a reason to change from the status quo. We must convince
customers that there can be material cost-savings and management efficiencies
realized through the utilization of our array of products. Furthermore, we must
demonstrate to the customer that by not utilizing these products, the customer
may fall behind the technology curve being embraced by certain of our
competitors.

Fluctuations in Quarterly Operating Results

We expect to experience significant fluctuations in future quarterly operating
results that may be caused by many factors, including, among others: delays in
introduction of products or product enhancements by us, our competitors or other
providers of hardware, software and components for the automation remote
monitoring and process control software market; costs associated with product or
technology acquisitions; the size and timing of individual orders; software
"bugs" or other product quality problems; competition and pricing in the
software industry; seasonality of revenues; customer order deferrals in

                                      14
<PAGE>

anticipation of new products; market acceptance of new products; reductions in
demand for existing products and shortening of product life cycles as a result
of new product introductions; changes in operating expenses; changes in our
personnel changes; changes in regulatory requirements; mix of products sold; and
general economic  conditions.  As a result,  we believe that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.

Failure To Manage Growth Will Adversely Affect Operations

We plan to significantly expand our sales, marketing, research and development
activities, hire a number of additional employees, expand internal information,
accounting and billing systems and establish additional distribution outlets
throughout the world. In addition, we plan to expand our infrastructure by
investing in additional software and programming talent. In order to
successfully manage growth, management must identify, attract, motivate, train
and retain highly skilled managerial, financial, engineering, business
development, sales and marketing and other personnel. Competition for this type
of personnel is intense. If management fails to effectively manage our growth,
our business and viability will be materially and adversely impacted.

Dependence on Microsoft Windows

Our software products are designed for use with personal computers and devices
running in the Microsoft Windows operating environment, and future sales of our
products are dependent upon continued use of Windows and Windows NT. In
addition, changes to Windows or Windows NT may require us to continually upgrade
our products. Any inability to produce upgrades or any material delay in doing
so would adversely affect our operating results. The successful introduction of
new operating systems or improvements of existing operating systems that compete
with Windows or Windows NT also could adversely affect sales of our products and
have a material adverse effect on our operating results.


We May Fail To Keep Pace With Rapidly Changing Technologies

The vertical market segments we are targeting are characterized by rapidly
changing technology, evolving industry standards and frequent new product and
service introductions. These factors require management to continually improve
the performance, features and reliability of the array of our products.
Management may not successfully respond quickly enough or on a cost-effective
basis to these developments. We may not achieve widespread acceptance of its
services before its competitors offer products and services with speed,
performance, features and quality similar to or better than our products or that
are more cost-effective than our services.

We May Not Be Able To Compete Effectively

The market for automation, monitoring and process control software is rapidly
evolving and highly competitive. Many of our competitors and potential
competitors have substantially greater financial, technical, and managerial and
marketing resources, longer operating histories, greater name recognition and
more established relationships than us. Since our business is partially
dependent on the overall success of the Internet as a communication medium, it
also competes with traditional hardware based broadcast technology management in
the radio and television industry. Management expects competition from these and
other types of competitors to increase significantly.

We May  Experience  Difficulties  In Integrating  Businesses,  Products And
Technologies  We May Acquire Into our Business

We may acquire businesses, products and technologies and enter into joint
ventures and strategic relationships with other companies. Any of these
transactions exposes us to additional risks, including: the difficulty of
assimilating and integrating the operations of the combined companies; retaining
key personnel; the potential disruption of our core business; and the potential

                                      15
<PAGE>

additional expenses associated with amortization of acquired intangible assets,
integration costs and unanticipated liabilities or contingencies.

Loss Of Key Personnel Could Harm Our Business

Given the early stage of development of our business, it depends highly on the
performance and efforts of our CEO, Mr. Geoffrey Talbot, its CTO, Mr. Peter
Upfold, staff and the Board of Directors. If we should lose the service of any
members of our management team or other key personnel, our business prospects
will be materially impacted.

The Inability To Obtain Patent And Copyright  Protection  For our Technology Or
Misappropriation  Of our Software And Intellectual Property Could Adversely
Affect Our Competitive Position

Our success depends on internally developed computer code, technologies,
know-how, trademarks and related intellectual properties. Management regards the
technology as proprietary and will attempt to protect it by implementing
security password codes, seeking patents, copyrights or trademarks, and by
invoking trade secret laws and confidentiality and nondisclosure agreements.
Despite these precautions, it may be possible for a third party to obtain and
use our services or technology without authorization. Third parties also may
develop similar technology independently through reverse engineering techniques.
We intend to apply for registration of certain copyrights and a number of key
trademarks and service marks and intend to introduce new trademarks and service
marks. Management may not be successful in obtaining registration for one or
more of these trademarks. Management may need to resort to litigation in the
future to enforce or to protect intellectual property rights, including patent
and trademark rights. In addition, our technologies and trademarks may be
claimed to conflict with or infringe upon the patent, trademark or other
proprietary rights of third parties. If this occurred, we would have to defend
against such challenges, which could result in substantial costs and the
diversion of resources. Any of these events could materially harm our business.

Control By Certain Stockholders

Our directors and executive officers beneficially own approximately 83% of our
outstanding shares. As a result, these stockholders, if they act as a group,
have a significant influence on all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. Such control may have the effect of delaying or preventing a
change in control, impeding a merger, consolidation, takeover or other business
combination involving the Company or discourage a potential acquirer from making
a tender offer or otherwise attempting to obtain control of the Company which
could have a materially adverse effect on the market price of our Common Stock.

Certain Anti-Dilution Resolutions Adopted By The Board Of Directors May
Discourage A Takeover Or Change Of Control


On May 15, 2002, our Board of Directors adopted a "poison pill" by resolution.
This resolution triggers a grant by us of an immediate mandatory dividend of one
share for each share owned, to each shareholder of record as of January 31,
2002, upon effectuation prior to May 22, 2004, of a reverse split,
consolidation, merger, or other action by us or our shareholders which would
have the effect of reducing the number of outstanding shares. This resolution
may discourage certain types of transactions involving an actual or potential
change in control of the Company, including transactions in which the
shareholders might otherwise receive a premium for their shares over then
current prices, and may limit the ability of shareholders to approve
transactions they may deem to be in their best interests.

Absence Of Dividends

We do not anticipate paying any cash dividends in the foreseeable future.

                                      16
<PAGE>


PART II:          OTHER INFORMATION


Item 3.  Defaults Upon Senior Securities: As more particularly described in
         Note 6 to the Company's financial statement in Item 1, Part I above and
         in Liquidity and Capital Resources in Item 2 of Part I under the
         heading, the Company is in default on certain of its secured
         indebtedness.

Item 4.  Submission of Matters to a vote of Security Holders: During the
         period covered by this report, no matters were submitted to a vote of
         security holders.

Item 5.  Other Information: None

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

         Exhibits:

         None

         Reports on Form 8-K:

         On May 31, 2002, the Company filed a Current Report on Form 8-K
         reporting under Items 1 and 2 the execution of the Exchange Agreement
         and the proposed change in control of the Company.

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, thereto duly authorized.

                                           STATMON TECHNOLOGIES CORP.
                                                  (Registrant)

                                      /s/  Geoffrey P. Talbot
                                           ------------------
Date  September 26, 2002                   GEOFFREY P. TALBOT
                                           Chairman, Chief Executive Officer and
                                           Interim Chief Financial Officer

                                       17
<PAGE>




                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


         I, Geoffrey Talbot certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Statmon
Technologies  Corp. for the quarter ended June 30, 2002;

2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;




Date: September 26, 2002            /s/Geoffrey Talbot
                                    -------------------
                                    Name: Geoffrey Talbot
                                    Title: President and Chief Executive Officer






                                       18

<PAGE>

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002



         I, Geoffrey Talbot certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Statmon Technologies
Corp. for the quarter ended June 30, 2002;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.





Date: September 26, 2002                  /s/   Geoffrey Talbot
                                                -----------------
                                          Name: Geoffrey Talbot
                                          Title: Interim Chief Financial Officer


                                       19