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

                                   FORM 10-QSB


[xx] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


                         Commission file Number: 0-28053
                                                 -------


                           INVESTMENT ASSOCIATES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                                     Nevada
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   98-0204280
                     --------------------------------------
                     (I.R.S. Employer Identification Number)


                                    Suite 810
                               1708 Dolphin Avenue
                       Kelowna, British Columbia, V1Y 9S4
                     ---------------------------------------
                    (Address of principal executive offices)


                                  (250)868-8177
                           --------------------------
                           (Issuer's telephone number)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:     1,000,000 common shares
                                                as at March 31, 2002

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

<PAGE>

                           INVESTMENT ASSOCIATES, INC.


                                      INDEX

PART 1. FINANCIAL INFORMATION

     Item 1. Financial Statements
                                                                   Page
                                                                   ----

Condensed balance sheet, March 31, 2002 (unaudited) ..............   3

Condensed statements of operations for the three and six months
     ended March 31, 2002 and 2001 (unaudited) ...................   4

Condensed statements of cash flows for the six months
     ended March 31, 2002 and 2001 (unaudited) ...................   5

Notes to condensed financial statements (unaudited) ..............   6

        Item 2. Plan of Operation ................................   7

PART II. OTHER INFORMATION

        Item 1 Legal Proceedings .................................  11

        Item 2 Changes in Securities .............................  11

        Item 3 Defaults Upon Senior Securities ...................  11

        Item 4 Submission of Matters to a Vote of Security Holders  11

        Item 5 Other Information .................................  11

        Item 6 Exhibits and Reports on Form 8K ...................  11


SIGNATURES .......................................................  12


<PAGE>

                           INVESTMENT ASSOCIATES, INC.

                             Condensed Balance Sheet

                                 March 31, 2002
                                   (Unaudited)

                                     ASSETS

Cash ..............................................................   $  4,557
Refund receivable .................................................      1,500
                                                                      --------
                                                       TOTAL ASSETS   $  6,057
                                                                      ========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities:
      Indebtedness to related party (Note B) ......................   $  2,720
      Loans payable (Note C) ......................................     10,000
      Accrued liabilities .........................................        250
                                                                      --------
                                                  Total liabilities     12,970
                                                                      --------

Shareholders' deficit:
      Preferred stock .............................................       --
      Common stock ................................................      1,000
      Additional paid-in capital (Note B) .........................     20,001
      Retained deficit ............................................    (27,914)
                                                                      --------
                                        Total shareholders' deficit     (6,913)
                                                                      --------
                        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $  6,057
                                                                      ========


On behalf of the Board:

/s/ David Ward                                  /s/Robert Hemmerling
---------------------------                     ---------------------------
David Ward, Director                            Robert Hemmerling, Director

            See accompanying notes to condensed financial statements
                                        3
<PAGE>

<TABLE>
                           INVESTMENT ASSOCIATES, INC.

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                       Three Months Ended              Six Months Ended
                                                            March 31,                     March 31,
                                                   --------------------------    --------------------------
                                                      2002           2001           2002            2001
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Costs and expenses:
             General and administrative expenses   $     1,600    $     1,184    $     3,591    $     2,204
                                                   -----------    -----------    -----------    -----------
                                  Operating loss        (1,600)        (1,184)        (3,591)        (2,204)
                                                   -----------    -----------    -----------    -----------

Income taxes (Note D) ..........................          --             --             --             --
                                                   -----------    -----------    -----------    -----------

                                        Net loss   $    (1,600)   $    (1,184)   $    (3,591)   $    (2,204)
                                                   ===========    ===========    ===========    ===========


Basic and diluted loss per common share ........   $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)
                                                   ===========    ===========    ===========    ===========

Basic and diluted weighted average common
     shares outstanding ........................     1,000,000      1,000,000      1,000,000      1,000,000
                                                   ===========    ===========    ===========    ===========
</TABLE>


            See accompanying notes to condensed financial statements
                                        4
<PAGE>

<TABLE>

                           INVESTMENT ASSOCIATES, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                             Six Months Ended
                                                                                 March 31,
                                                                           --------------------
                                                                             2002        2001
                                                                           --------    --------
<S>                                                                        <C>         <C>
                                   Net cash used in operating activities   $ (6,341)   $ (3,204)
                                                                           --------    --------

Cash flows from financing activities:
      Proceeds from loans ..............................................     10,000        --
      Third party expenses paid by affiliate on
         behalf of the company, recorded as
         additional-paid-in capital (Note B) ...........................        898       3,204
                                                                           --------    --------
                               Net cash provided by financing activities     10,898       3,204
                                                                           --------    --------

Net change in cash .....................................................      4,557        --
Cash, beginning of period ..............................................       --          --
                                                                           --------    --------

                                                     Cash, end of period   $  4,557    $   --
                                                                           ========    ========


Supplemental  disclosure of cash flow  information:
      Cash paid during the period for:
         Interest ......................................................   $   --      $   --
                                                                           ========    ========
         Income taxes ..................................................   $   --      $   --
                                                                           ========    ========
</TABLE>

            See accompanying notes to condensed financial statements
                                        5
<PAGE>

                           INVESTMENT ASSOCIATES, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A: BASIS OF PRESENTATION

The condensed  financial  statements  presented herein have been prepared by the
Company in  accordance  with the  accounting  policies in its audited  financial
statements for the year ended September 30, 2001 as filed in its Form 10-KSB and
should be read in conjunction  with the notes  thereto.  The Company is a "blank
check"  company  with the purpose to evaluate,  structure  and complete a merger
with, or acquisition of, a privately owned corporation.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

NOTE B: RELATED PARTY TRANSACTIONS

On July 13, 2001,  Strathmore  Minerals  Corp,  an affiliate  corporation  under
common control,  loaned the Company $2,720.  The loan does not carry an interest
and  is due  on  demand.  The  loan  principal  was  included  in the  financial
statements as indebtedness to related party at September 30, 2001.  There was no
change to the loan during the six months ended March 31, 2002.

An affiliate,  R.D. Capital, Inc., has assumed the responsibility to pay certain
obligations  on  behalf  of the  Company.  The  payments  are  accounted  for as
contributed capital in the accompanying  condensed financial statements.  During
the six months  ended March 31, 2002 and 2001,  R.D.  Capital  made  payments to
vendors  totaling  $898 and  $3,204,  respectively,  on behalf  of the  Company.
Through March 31, 2002, R.D. Capital has contributed capital totaling $20,001.

NOTE C: LOANS PAYABLE

On  December  12 and 13,  2001,  an  unrelated  third  party  loaned the Company
$10,000.  The loan does not carry an interest or have fixed repayment terms. The
third party may choose to convert the loan into  equity.  The loan  principal is
included in the financial statements as loans payable.

NOTE D: INCOME TAXES

The  Company  records  its  income  taxes  in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes".  The Company incurred net operating losses during
the periods shown on the condensed financial  statements resulting in a deferred
tax asset,  which was fully  allowed for,  therefore the net benefit and expense
result in $-0- income taxes.

                                        6
<PAGE>



                               PLAN OF OPERATIONS

The following discussion of the plan of operations of the Company should be read
in  conjunction  with the  financial  statements  and the related  notes thereto
included  elsewhere in this quarterly  report for the six months ended March 31,
2002. This quarterly report contains certain forward-looking  statements and the
Company's future operation  results could differ materially from those discussed
herein.

We intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates  revenues,  in exchange for its securities.  We have not
identified  a  particular  acquisition  target  and  have not  entered  into any
negotiations  regarding an acquisition.  As soon as this registration  statement
becomes  effective  under  Section  12 of the '34  Act,  we  intend  to  contact
investment bankers, corporate financial analysts, attorneys and other investment
industry  professionals through various media. None of our officers,  directors,
promoters or affiliates have engaged in any  preliminary  contact or discussions
with any  representative  of any other company  regarding the  possibility of an
acquisition or merger with us as of the date of this registration statement.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state statutes  governing how the  transaction  is  structured,  the
Company's Board of Directors  expects that it will provide our shareholders with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.

While any disclosure  must include  audited  financial  statements of the target
entity,  we cannot  assure you that such audited  financial  statements  will be
available.  As part of the  negotiation  process,  the Board of  Directors  does
intend to obtain certain assurances of value, including statements of assets and
liabilities,  material  contracts,  accounts  receivable  statements,  or  other
indicia of the target  entity's  condition  prior to consummating a transaction,
with further  assurances  that an audited  statement  would be provided prior to
execution of a merger or acquisition  agreement.  Closing documents will include
representations  that the value of the assets  transferred  will not  materially
differ  from the  representations  included  in the  closing  documents,  or the
transaction will be voidable.

Due to our intent to remain a shell  corporation  until a merger or  acquisition
candidate is identified,  it is anticipated that its cash requirements  shall be
minimal,  and  that all  necessary  capital,  to the  extent  required,  will be
provided by the directors or officers. We do not anticipate that we will have to
raise  capital in the next twelve  months.  We also do not expect to acquire any
plant or significant equipment.

We have not and do not  intend to enter  into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Company.  As a result,  management is in a position to elect a
majority of the directors and to control our affairs.

We have no full time  employees.  Our  President  and  Secretary  have agreed to
allocate a portion of their time to our activities, without compensation.  These
officers  anticipate that our business plan can be implemented by their devoting
approximately  five (5)  hours  each  per  month to our  business  affairs  and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.
See "Management."

Our officers and directors may become  involved with other  companies who have a
business purpose similar to ours. As a result,  potential  conflicts of interest
may arise in the future.  If a conflict does arise and an officer or director is
presented with business  opportunities  under circumstances where there may be a
doubt as to whether  the  opportunity  should  belong to the  Company or another
"blank  check"  company  they  are  affiliated  with,  they  will  disclose  the

                                        7
<PAGE>

opportunity  to all the  companies.  If a situation  arises  where more than one
company  desires to merge with or acquire that target company and the principals
of the proposed target company have no preference as to which company will merge
with or acquire the target company,  the company that first filed a registration
statement  with the  Securities  and  Exchange  Commission  will be  entitled to
proceed with the proposed transaction.
See "Risk Factors - Affiliation With Other "Blank Check" Companies."

General Business Plan
---------------------

Our purpose is to seek, investigate and, if investigation  warrants,  acquire an
interest  in  business  opportunities  presented  to it by persons or firms that
desire  to  seek  the  perceived   advantages  of  an  Exchange  Act  registered
corporation. We will not restrict our search to any specific business, industry,
or  geographical  location  and we may  participate  in a  business  venture  of
virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general and is not meant to restrict our  discretion to search for
and enter into potential business opportunities.  Management anticipates that it
may be able to participate  in only one potential  business  venture  because we
have   nominal   assets  and   limited   financial   resources.   This  lack  of
diversification  should be  considered a  substantial  risk to our  shareholders
because  it will not  permit  us to offset  potential  losses  from one  venture
against gains from another.

We may seek a business  opportunity  with entities that have recently  commenced
operations,  or that wish to utilize  the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key  employees,  providing  liquidity  (subject to  restrictions  of  applicable
statutes)  for  all  shareholders  and  other  factors.  Potentially,  available
business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of these business  opportunities  extremely difficult
and complex.

We have, and will continue to have, no capital to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling ownership interest in a publicly registered
company  without  incurring  the cost and time  required  to  conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant  legal and  accounting  costs in connection  with  acquisition  of a
business opportunity,  including the costs of preparing Form 8-K's, 10-KSB's, or
10-QSB's, agreements and related reports and documents. The '34 Act specifically
requires that any merger or  acquisition  candidate  comply with all  applicable
reporting requirements,  which include providing audited financial statements to
be included within the numerous  filings relevant to complying with the `34 Act.
Nevertheless,  the  officers and  directors  of the Company  have not  conducted
market  research and are not aware of  statistical  data that would  support the
perceived  benefits of a merger or acquisition  transaction  for the owners of a
business opportunity.

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analysing prospective
business opportunities, management will consider:

                                        8
<PAGE>

-    the available technical, financial and managerial resources;
-    working capital and other financial requirements;
-    history of operations, if any;
-    prospects for the future;
-    nature of present and expected competition;
-    the quality and experience of management services that may be available and
     the depth of that management;
-    the potential for further research, development, or exploration;
-    specific  risk  factors not now  foreseeable  but could be  anticipated  to
     impact our proposed activities;
-    the potential for growth or expansion;
-    the potential for profit;
-    the perceived public  recognition of acceptance of products,  services,  or
     trades;
-    name identification; and
-    other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigations to evaluate the above factors.  We will not
acquire  or  merge  with any  company  that  cannot  provide  audited  financial
statements  within a  reasonable  period of time after  closing of the  proposed
transaction.

Our management, while probably not especially experienced in matters relating to
the prospective  new business of the Company,  shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders,  in accomplishing
our business  purposes.  We do not  anticipate  that any outside  consultants or
advisors,  except for our legal counsel and accountants,  will be utilized by us
to  accomplish  our  business  purposes.  However,  if we do retain  an  outside
consultant  or  advisor,   any  cash  fee  will  be  paid  by  the   prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating. We cannot predict at this time the status of any business in which we
may become engaged,  because the business may need to seek  additional  capital,
may  desire to have its shares  publicly  traded,  or may seek  other  perceived
advantages that we may offer.  Furthermore,  we do not intend to seek capital to
finance  the  operation  of any  acquired  business  opportunity  until  we have
successfully consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of its
business  plan.  Because we has no capital  to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required   reconsider  its  business   strategy,   which  could  result  in  our
dissolution.

                                        9
<PAGE>

Acquisition of Opportunities
----------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  It may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

While the actual terms of a transaction  that  management  may not be a party to
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In that event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  analysis of  verification of certain
information provided, check references of management and key personnel, and take
other reasonable  investigative  measures to the extent of our limited financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  are  expected to focus on the  percentage  of our  Company  that the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  our shareholders  will probably hold a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the  event  we  acquire  a  company  with  substantial  assets.  Any  merger  or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of  appropriate  written  agreements.  Although we cannot  predict the
terms of the  agreements,  generally the  agreements  will require some specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties prior to and after the closing, will outline
the manner of bearing costs,  including costs  associated with our attorneys and
accountants,  will set forth remedies on default and will include  miscellaneous
other terms.

As stated  previously,  we will not acquire or merge with any entity that cannot
provide independent audited financial statements  concurrent with the closing of
the proposed  transaction.  We are subject to the reporting  requirements of the
'34  Act.  Included  in  these  requirements  is our  affirmative  duty  to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as our audited financial statements included in our annual
report on Form 10-K (or 10-KSB,  as  applicable)  and quarterly  reports on Form
10-Q (or 10-QSB,  as applicable).  If the audited  financial  statements are not

                                       10
<PAGE>

available at closing,  or if the audited  financial  statements  provided do not
conform to the  representations  made by the  candidate  to be  acquired  in the
closing  documents,  the  closing  documents  will  provide  that  the  proposed
transaction will be voidable at the discretion of our present management. If the
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity  to  reimburse  us for all  costs  associated  with the
proposed transaction.

Competition
-----------

We will remain an insignificant  participant  among the firms that engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources and technical expertise than we do. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

"CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-QSB are  forward-looking  statements based
on current  expectations  and involve risks and  uncertainties.  Forward-looking
statements  include,  but are not limited  to,  statements  under the  following
heading:  "Managements Discussion And Analysis Or Plan Of Operations" the timing
and  expected  profitable  results  of  sales  and the  need  for no  additional
financing.

                                     PART II
                                OTHER INFORMATION

Item 1    LEGAL PROCEEDINGS

          None

Item 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

          None

Item 3    DEFAULTS UPON SENIOR SECURITIES

          None

Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

Item 5    OTHER INFORMATION

          None

Item 6    EXHIBITS AND REPORTS ON FORM 8-K

          (a)   Exhibits

                None

          (b)   Reports on Form 8-K

                None

                                       11
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      INVESTMENT ASSOCIATES, INC.


Dated:  May 14, 2002                  Per:      /s/Bob Hemmerling
                                                --------------------------
                                                Bob Hemmerling, Secretary,
                                                Treasurer and Director