U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

         For the quarterly period ended March 31, 2002

[ ]      TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (No Fee Required)

                           Commission File No. 0-26351


                                 iVIDEONOW, INC.
            --------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


              Delaware                                      95-4603237
----------------------------------------           -----------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation of organization                      Identification No.)



     8450 E. Crescent Parkway, Suite 100, Greenwood Village, Colorado 80111
  -----------------------------------------------------------------------------
                      Address of principal executive office


                                 (720) 889-0133
                       ----------------------------------
                            Issuer's telephone number

Check whether the issuer has (1) filed all reports required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing requirements for the past ninety (90) days. Yes ( X ) No ( )


     As of March 31, 2002, 24,000,000 shares of Common Stock were outstanding.














                                       i

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)







                                TABLE OF CONTENTS

                                                                     Pages
                                                                 ------------

PART 1: FINANCIAL INFORMATION

ITEM 1 - Financial Statements

  Independent Accountants' Report                                     2

  Balance Sheet (Unaudited) as of March 31, 2002                      3

  Condensed Consolidated Statements of Operations (Unaudited)
     For the Three Months Ended March 31, 2002 and 2001               4

  Condensed Consolidated Statements of Cash Flows (Unaudited)
     For the Three Months Ended March 31, 2002 and 2001               5

  Selected Information - Substantially All Disclosures
     Required by Generally Accepted Accounting Principles
     are Not Included                                               6 - 7

ITEM 2 - Management's Discussion And Analysis Of Financial
     Condition And Results Of Operations                            8 - 11























                                       1

<PAGE>




                         INDEPENDENT ACCOUNTANTS' REPORT





May 3, 2002


To The Board of Directors and Stockholders of
iVideoNow, Inc.
Greenwood Village, CO  80111

We  have  reviewed  the  accompanying  balance  sheet  of  iVideoNow,   Inc.  (a
Development  Stage  Company)  as  of  March  31,  2002,  the  related  condensed
consolidated  statements of operations and the condensed consolidated statements
of cash  flows for the  three  months  ended  March  31,  2002 and  2001.  These
financial statements are the responsibility of the Corporation's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

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




CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
Woodland Hills, California
















                                       2

<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                                  BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)


                                     ASSETS


CURRENT ASSETS
     Cash                                                     $          14,636
     Prepaid expenses - officers salaries                                33,000
     Prepaid expenses - legal                                             2,273
     Miscellaneous receivable                                             2,658
                                                              -----------------
             Total Current Assets                                        52,567

LONG-TERM ASSET
     Notes receivable, including interest of $2,197                      52,197
     Deferred tax asset                                                      --
                                                              -----------------
             Total Assets                                     $         104,764
                                                              =================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                         $          13,986
                                                              -----------------

STOCKHOLDERS' EQUITY
     Preferred stock,  par value $.01 per share;  20,000,000
       shares authorized, 0 shares issued and outstanding                    --
     Common  stock,  par value  $.001 per share;  80,000,000
       shares  authorized,   24,000,000  shares  issued  and
       outstanding                                                       24,000
     Additional paid-in capital                                       3,959,253
     Retained (deficit)                                              (3,864,455)
     (Deficit) accumulated during development stage                     (28,020)
                                                              -----------------
             Total Stockholders' Equity                                  90,778
                                                              -----------------

             Total Liabilities and Stockholders' Equity       $         104,764
                                                              =================




    See Accompanying Selected Information to Unaudited Condensed Consolidated
                              Financial Statements



                                        3


<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>                                       <C>           <C>           <C>
                                                                       For the
                                                                     period from
                                            For the Three Months   January 1, 2002
                                              Ended March 31,       (Inception) to
                                                                       March 31,
                                              2002          2001         2002
                                          ------------  ------------  ------------
REVENUE                                   $         --  $         --  $         --
                                          ------------  ------------  ------------
OPERATING EXPENSES
    Professional services                       14,474            --        14,474
    Salaries - Officer                          11,000            --        11,000
    Other                                        3,676            --         3,676
                                          ------------   -----------  ------------
          Total Operating Expenses              29,150            --        29,150
                                          ------------   -----------  ------------
     (Loss) Before Other Expenses              (29,150)           --       (29,150)

OTHER INCOME (EXPENSE)
    Interest income                              1,130            --           1,130
                                          ------------   -----------  --------------
     (Loss) Before Provision for
             Income Taxes                      (28,020)           --         (28,020)

(PROVISION) FOR INCOME TAXES                        --            --              --
                                          ------------   -----------  --------------
     (Loss) from continuing operations    $    (28,020)  $        --   $     (28,020)
                                          ============   ===========  ==============
DISCONTINUED OPERATIONS
  (Loss) from discontinued operations of DCP
   and DXF (less applicable taxes of $1,600)        --      (335,784)             --
                                          ------------   -----------  --------------
   Net (Loss)                             $    (28,020)  $  (335,784) $      (28,020)
                                          ============   ===========  ==============
Basic and diluted (loss) per common share
 from continuing operations               $      (.001)  $        --  $       (.001)
                                          ============   ===========  =============
Basic and diluted (loss) per common share
 from discontinued operations             $         --   $     (0.05) $          --
                                          ============   ===========  =============
Weighted average common shares outstanding  23,633,333     6,648,631     23,633,333
                                          ============   ===========  =============
</TABLE>
    See Accompanying Selected Information to Unaudited Condensed Consolidated
                              Financial Statements

                                        4




<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>                                                       <C>          <C>          <C>
                                                                                      For the
                                                                                    period from
                                                             For the Three Months January 1, 2002
                                                                Ended March 31,   (Inception) to
                                                          ------------------------    March 31,
                                                              2002         2001         2002
                                                          -----------  -----------  -----------
   Net (loss)                                             $   (28,020) $  (335,784) $   (28,020)
   Deduct: Net (loss) from discontinued operations                 --     (335,784)
                                                          -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) from continuing operations                      (28,020)          --      (28,020)
   Adjustments to reconcile net (loss) to net cash
  provided (used) by operating activities:
   Issuance of common stock for officers salaries              11,000           --       11,000
   (Increase) in prepaid expenses                              (2,273)          --       (2,273)
   (Decrease) in accounts payable                             (18,286)          --      (18,286)
   (Increase) in accrued interest income on notes receivable   (1,030)          --       (1,030)
                                                          -----------  -----------  -----------
      Net Cash (Used) by Operating Activities of
                  Continuing Operations                       (38,609)          --      (38,609)
                                                          -----------  -----------  -----------
      Net Cash (Used) by Continuing Operations                (38,609)          --      (38,609)

      Net Cash (Used) by Discontinued Operations                   --     (455,313)          --

                                                          -----------  -----------  -----------
NET (DECREASE) IN CASH                                        (38,609)    (455,313)     (38,609)
CASH AT THE BEGINNING OF THE PERIOD                                         53,245      682,123          53,245
                                                          -----------  -----------  -----------
CASH AT THE END OF THE PERIOD                             $    14,636  $   226,810  $    14,636
                                                          ===========  ===========  ===========
ADDITIONAL DISCLOSURES:
   Cash paid during the year for:
   Interest                                               $        --  $        --  $        --
                                                          ===========  ===========  ===========
   Income Taxes                                           $        --  $     1,600  $        --
                                                          ===========  ===========  ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Issuance of common stock for prepaid
  officers' salaries                                      $    33,000  $        --  $    33,000
                                                          ===========  ===========  ===========
</TABLE>

    See Accompanying Selected Information to Unaudited Condensed Consolidated
                              Financial Statements

                                        5



<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2002

NOTE 1 - MANAGEMENT'S STATEMENT

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions  to Form 10QSB and do not include
all  the  information  and  notes  required  by  generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  the
accompanying  unaudited condensed  financial  statements contain all adjustments
(all of which are normal and  recurring in nature)  necessary to present  fairly
the financial  position of  iVideoNow,  Inc. (the Company) at March 31, 2002 and
the results of operations and cash flows for the quarter ended March 31, 2002.

The notes to the  Consolidated  Financial  Statements  that are  incorporated by
reference  into the 2001 Form 10-KSB  should be read in  conjunction  with these
Financial Statements.

NOTE 2  - BASIS OF CONSOLIDATION

The condensed  consolidated  statements of operations and cash flows for quarter
ended March 31, 2001  include the  accounts of  iVideoNow,  Inc.  and its wholly
owned  subsidiaries,   DCP  (a  California   corporation),   DXF  (a  California
corporation) and DWV (a California  corporation - inactive).  All  inter-company
accounts and transactions have been eliminated in  consolidation.  On August 31,
2001 and September 27, 2001, the Company sold its 100% interests in DXF and DCP;
therefore,  the consolidated  financial statements of iVideoNow,  Inc. have been
restated to reflect the disposition of DCP and DXF as  discontinued  operations.
Accordingly,   the  revenues,  costs  of  expenses,  and  cash  flows  of  these
discontinued  operations have been excluded from the respective  captions in the
Condensed  Consolidated  Statements  of Operations  and  Condensed  Consolidated
Statements  of  Cash  Flows,  and  have  been  reported  through  the  dates  of
disposition as "Income (Loss) from Discontinued Operations" and "Net Cash (Used)
by Discontinued  Operations" for all periods presented.  On January 1, 2002, the
Company sold its 100% interest in DWV (a  California  corporation - inactive) at
its book value of $100 to the Company's  ex-President,  Peter Dunn.  The balance
sheet as of March 31, 2002,  and the condensed  statement of operations and cash
flows for the quarter ended March 31, 2002 includes only iVideoNow, Inc.

NOTE 3 - BASIS OF PRESENTATION

Because the Company has not generated any significant  revenue since it sold its
last  subsidiary  on January 1,  2002,  it is  considered  a  development  stage
company.  Consequently, the accompanying financial statements have been prepared
using the accounting  formats  prescribed for development  stage  enterprises in
accordance with Financial Accounting Standards Board Statement No. 7.







                                       6

<PAGE>

                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
          Substantially All Disclosures Required By Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2002
NOTE 4 - USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 5 - EARNINGS PER SHARE

Fully  diluted  per  share  data  is not  presented,  as the  effects  would  be
antidilutive.

NOTE 6 - STOCKHOLDERS' EQUITY

On January 16, 2002,  the Board of Directors  approved the issuance of 2,200,000
shares of common stock to the Company's President,  Secretary,  and Director for
services that will be rendered during the calendar year of 2002. The shares were
valued at $.02 per share for the total amount of $44,000.  Compensation expenses
will be recognized at $11,000 per quarter during 2002.

The following is an analysis of activities in the  Stockholders'  Equity for the
three months ended March 31, 2002:
<TABLE>
<S>                  <C>     <C>     <C>         <C>      <C>          <C>           <C>          <C>
                                                                                     (Deficit)
                                                                                    Accumulated
                        Preferred       Common Stock      Additional                  During
                     -----------------------------------   Paid-In      Retained     Development
                     Shares  Amount    Shares    Amount    Capital      (Deficit)      Stage      Balance
                     ------  ------  ----------  -------  -----------  ------------  -----------  --------
Balance at
 December 31,2001        --  $   --  21,800,000  $21,800  $ 3,917,453  $(3,864,455)  $        --  $ 74,798

Issued shares for
 Services
 January 16, 2002        --      --   2,200,000    2,200       41,800          --             --    44,000

Net (Loss)
 March 31, 2002          --      --          --       --           --          --        (28,020)  (28,020)
                     ------  ------  ----------  -------  -----------  ------------  -----------  --------
Balance at
 March 31, 2002          --  $   --  24,000,000  $24,000  $ 3,959,253  $(3,864,455)  $   (28,020) $ 90,778
                     ======  ======  ==========  =======  ===========  ============  ===========  ========
</TABLE>
NOTE 7 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as a going  concern.  The Company has no revenue  since  inception.  The Company
plans  to  generate  the  additional  cash  needed  through  the  completion  of
additional equity, debt, or merger transactions. There is no assurance, however,
that  the  Company  will  be  able  to  complete  its  plans  in the  future  at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

                                       7

<PAGE>

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

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

The  information   included  in  this  discussion   contains   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  including  statements  that include the words  "believes",  "expects",
"anticipates",  or similar  expressions.  These  forward-looking  statements may
include,  among others,  statements of expectations,  beliefs,  future plans and
strategies,  anticipated  events or trends, and similar  expressions  concerning
matters that are not historical facts. These forward-looking  statements involve
known and unknown  risks,  uncertainties  and other factors that could the cause
actual results,  performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking  statements  contained
herein.

Overview:

iVideoNow,  Inc. was a developer and producer of  comprehensive  multimedia  and
internet  communication  software.  The Company  provided  its services to other
businesses interested in communicating with their clients, investors,  employees
and the general public through the use of internet video. The Company  conducted
its  operations  through two  wholly-owned  subsidiaries,  DXF, Inc. and Digital
Corporate  Profiles,  Inc.  The name of the  Company  was  formally  changed  to
iVideoNow, Inc. on June 15, 2000.

In July 2001, as a result of continuing  operating  losses,  the Company  ceased
operations  and laid off its  employees.  On August 31, 2001 and  September  27,
2001,  the  Company  sold all of the  capital  stock of DXF,  Inc.  and  Digital
Corporate Profiles,  Inc.,  respectively.  Each former subsidiary was sold for a
$25,000 promissory note due December 31, 2006, with interest at 8% per annum.

Since  October 2001,  the  Company's  objective has been to acquire an operating
company that has experienced  management and the potential for profitable growth
in exchange  for the  Company's  securities.  Such  transaction  may result in a
change in control of the Company.  Although the Company has been in  preliminary
discussions  with  several  companies  concerning  a possible  acquisition,  the
Company  has not reached an  agreement  with any such  company.  There can be no
assurances that such discussions will ultimately result in a transaction.

On December 31, 2001,  the Company sold  11,000,000  shares of common stock in a
private placement to 16 accredited investors for $220,000. The 11,000,000 shares
represent  approximately  50.5% of the  outstanding  shares of common stock.  In
conjunction  with this  transaction,  effective  December 31, 2001, the existing
officers and directors of the Company  resigned,  and new officers and directors
were  appointed.  The Company is continuing  its efforts to raise new capital in
2002.

Going Concern:

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course


                                       8

<PAGE>

of business. The carrying amounts of assets and liabilities presented in the
accompanying consolidated financial statements do not purport to represent the
realizable or settlement values. The Company has incurred net losses since
inception and has experienced severe liquidity problems. As a result of these
factors, the Company's independent certified public accountants have expressed
substantial doubt about the Company's ability to continue as a going concern.

The  Company  will  require   additional   capital  to  fund  future   operating
requirements,  as well as to fund any new business venture. The Company has been
exploring  various  alternatives  to raise  new  capital,  but  there  can be no
assurances that the Company will ultimately be successful in this regard.

From time to time the Company may also  consider a wide range of other  business
opportunities.  Some of these  business  opportunities  may be  unrelated to the
Company's current business  activities,  could require additional  capital,  and
could result in a change in control of the Company.

Results of Operations:

Three Months Ended March 31, 2002 and 2001 -

As  of  March  31,  2002,  the  Company  did  not  have  any  revenue-generating
operations.   The  Company  had  previously  sold  its  operations  for  nominal
consideration in August and September 2001.  Accordingly,  these operations were
classified as discontinued operations in the accompanying financial statements.

Operating  Expenses.  For the three  months  ended March 31,  2002,  the Company
incurred  professional  services of $14,474,  officer's  salaries of $11,000 and
other  costs of  $3,676.  Officer's  salaries  for 2002  were paid  through  the
issuance of  2,200,000  shares of common  stock  valued at $0.02 per share.  The
aggregate fair value of $44,000 is being charged to expense  ratably  throughout
the year  ending  December  31,  2002.  The  Company  did not  have any  similar
operating  expenses  for the  three  months  ended  March  31,  2001,  since all
operating   expenses   during  such  period  were   classified  in  discontinued
operations.

Other Income  (Expense).  For the three  months  ended March 31, 2002,  interest
income was $1,130.  The Company did not have any  interest  income for the three
months ended March 31, 2001.

Loss from Discontinued Operations. The Company had a net loss from discontinued
operations of $335,784 during the three months ended March 31, 2001. The Company
did not have a net loss from discontinued operations during the three months
ended March 31, 2002.

Net Loss. The Company had a net loss of $28,020 for the three months ended March
31, 2002, as compared to a net loss of $335,784 for the three months ended March
31, 2001.

Liquidity and Capital Resources - March 31, 2002:

During the last few years, the Company has relied on the proceeds from the sales
of its  securities and  short-term  loans to provide the resources  necessary to
develop its business operations, which were sold during 2001.


                                       9
<PAGE>

Operating  Activities.  The  Company  utilized  cash of  $38,609  in  continuing
operations  during the three months ended March 31, 2002.  The Company  utilized
cash of $455,313 in discontinued  operations during the three months ended March
31,  2001.  The  decrease  in  cash  utilized  in  continuing  and  discontinued
operations  in 2002 as compared to 2001 of $416,704 was  primarily a result of a
decrease  in  operating  activities  in  2002,  as a  result  of the sale of the
Company's  operating  subsidiaries  during the three months ended  September 30,
2001. At March 31, 2002,  the Company had cash and cash  equivalents of $14,636,
net working  capital of $38,581,  and a current ratio of 3.8:1.  At December 31,
2001, the Company had cash and cash equivalents of $53,245,  net working capital
of $23,631, and a current ratio of 1.73:1.

The Company did not have any cash flows from  investing or financing  activities
during the three months ended March 31, 2002 and 2001.

Officer's  salaries for 2002 were paid through the issuance of 2,200,000  shares
of common stock valued at $0.02 per share.  The aggregate  fair value of $44,000
is being  charged to expense  ratably  throughout  the year ending  December 31,
2002. As of March 31, 2002,  $33,000 of such amount was  classified as a prepaid
expense.

New Accounting Pronouncements:

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles  as  goodwill,  reassessment  of the  useful  lives of the  existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months  from the date of  adoption.  The  Company  does not expect  that the
adoption  of SFAS  No.  142 will  have any  impact  on the  Company's  financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  This  statement  addresses the diverse  accounting  practices for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. The Company will be required to adopt this
statement  effective  January  1, 2003.  The  Company  does not expect  that the
adoption  of SFAS  No.  143 will  have any  impact  on its  financial  statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting  the  Results  of  Operations".  This  statement  provides  a  single
accounting  model for  long-lived  assets to be  disposed  of and  significantly
changes  the  criteria  that  would  have  to be met to  classify  an  asset  as
held-for-sale. Classification as held-for-sale is an important distinction since
such  assets are not  depreciated  and are stated at the lower of fair value and
carrying amount.  This statement also requires  expected future operating losses


                                      10
<PAGE>

from  discontinued  operations  to be  displayed  in the  period(s) in which the
losses  are  incurred,  rather  than as of the  measurement  date  as  presently
required.  The Company  does not expect  that the  adoption of SFAS No. 144 will
have a material  effect on the Company's  financial  statement  presentation  or
disclosures.












                                   SIGNATURES

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

Dated: May 13, 2002                        iVideoNow, Inc.


                                           /s/ Kevin R. Keating
                                           --------------------------------
                                           Kevin R. Keating, President



























                                      11