<SUBMISSION>
<ACCESSION-NUMBER>0001005150-02-000182
<TYPE>10QSB
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20011231
<FILING-DATE>20020219
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DOMINION RESOURCES INC /DE/
<CIK>0000314712
<ASSIGNED-SIC>4812
<IRS-NUMBER>222306487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10QSB
<ACT>34
<FILE-NUMBER>000-10176
<FILM-NUMBER>02553257
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>2015384177
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NORTHERN ARIZONA GOLD & SILVER MILLING & MINING CO INC
<DATE-CHANGED>19820518
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10qsb.txt
<DESCRIPTION>FORM 10QSB
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-QSB
                                   (Mark One)

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

                For the quarterly period ended December 31, 2001

                                       OR

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

                       For the transition period from to

                         Commission file number 0-10176

                            DOMINION RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                        22-2306487
   (State or other jurisdiction of                           (IRS Employer
    incorporation or organization)                         Identification No.)

   355 Madison Avenue, Morristown, NJ                            07960
(Address of principal executive offices)                       (Zip Code)

                                 (973) 538-4177
              (Registrant's telephone number, including area code)

                                      NONE
  (Former name, former address, and former fiscal year, if changed
                               since last report.)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes      X        No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.

            Class                                 Outstanding at January 1, 2001
Common Stock, $0.01 par value                                 9,252,576


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                  FORM 10-QSB

                        QUARTER ENDED December 31, 2001

                             FINANCIAL INFORMATION

PART I

Item 1.  Financial Statements

The attached unaudited financial statements of Dominion Resources, Inc. and its
wholly owned subsidiaries (the "Company") reflect all adjustments, which are, in
the opinion of management, necessary to present a fair statement of the
operating results for the interim period presented.

Condensed consolidated balance sheets                              1-2

Condensed consolidated statements of operations                      3

Condensed consolidated statements of cash flows                    4-5

Notes to condensed consolidated financial statements               6-9

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

                                    PART II
                               OTHER INFORMATION

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

Item 6.  Exhibits and Reports on Form 8-K




<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS



<TABLE>
<S>                                             <C>               <C>
                                                December 31,      September 30,
                                                    2001              2001
                                                (Unaudited)     (See note below)
Current assets:
Cash and cash equivalents                       $     23,248      $      13,346
Prepaid expenses and other assets                     33,495             33,267
Investment in mutual fund and other
  marketable securities                               41,413             41,413
Other receivables                                     14,436             14,436
          Total current assets                       112,592            102,462

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $105,115 at December 31,
  2001 and $104,536 at September 30, 2001            156,602            157,181

Other assets:

 RTC mortgages                                         5,791              8,361
 Other Receivables                                   239,239            232,071
 Note receivable - Stonehill Recreation            2,056,000          2,056,000
 Investment in RiceX, Inc.                            41,827             41,827
 Real estate and real estate related
   activities                                        633,269            633,269
          Total other assets                       2,976,126          2,971,528
          Total assets                         $   3,245,320      $   3,231,171

</TABLE>

Note:  The balance sheet at September 30, 2001, has been taken
from the audited financial statements at that date and condensed.


                            See accompanying notes.





<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<S>                                             <C>               <C>
                                                December 31,      September 30,
                                                    2001              2001
                                                (Unaudited)     (See note below)
Current Liabilities:
 Secured debt, current portion                  $  2,658,036      $    248,999
 Notes payable, current portion                       14,639            14,639
 Accounts payable and accrued liabilities          1,556,166         1,461,798
          Total current liabilities                4,228,841         1,725,436

Long-term liabilities:
 Secured debt, net of current maturities             198,161         2,494,460
 Notes Payable                                        24,814            26,544
         Total long-term liabilities                 222,975         2,521,004

Commitments and Contingencies (Note 6):

Stockholders'deficit:
 Common stock, $0.01 par value; Authorized
  - 25,000,000 Shares; issued and outstanding
  - 9,252,576 shares at December 31, 2001
    and September 30, 2001, respectively              92,526            92,526
 Additional paid-in-capital                        7,093,087         7,093,087
 Accumulated deficit                              (6,991,196)       (6,799,969)
 Less: 1,350,646 shares held in treasury
  at December 31, 2001 and September 30, 2001     (1,400,913)       (1,400,913)
          Total stockholders' deficit             (1,206,496)       (1,015,269)
          Total liabilities and
            stockholders' deficit               $  3,245,320      $  3,231,171

</TABLE>

Note:  The balance sheet at September 30, 2001, has been taken
from the audited financial statements at that date and condensed.


                            See accompanying notes.




<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

<TABLE>
<S>                                             <C>               <C>
                                                      2001                2000
Revenues:
 Other revenue                                   $    1,199          $      600
       Total revenues                                 1,199                 600

Expenses:
 Other operations                                    17,298              19,555
 General and administrative expenses                 84,734             183,928
 Depreciation and amortization                          579               1,914
       Total expenses                               102,611             205,397

Loss from operations                               (101,412)           (204,797)

Other income (expenses):
 Interest income                                     28,812              63,655
 Interest expense                                  (118,627)           (183,443)
 Amortization of deferred financing costs                 0             (29,259)
        Total other income (expenses)               (89,815)           (149,047)

Loss from continuing operations
    before provision for income taxes              (191,227)           (353,844)
  Provision for income taxes                              0                   0
Loss from continuing operations                    (191,227)           (353,844)

Net loss                                          $(191,227)          $(353,844)

Net loss per common share                         $   (0.02)          $   (0.05)

Weighted average number of shares used in
  computing net income (loss) per share           9,252,576           7,630,576

</TABLE>

                            See accompanying notes.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED DECEMBER 30, 2001 AND 2000
                                  (Unaudited)

<TABLE>
<S>                                             <C>               <C>
                                                2001              2000
Cash flows from operating activities:
  Net loss                                         $ (191,227)      $  (353,844)
Adjustments to reconcile net
  loss to net cash used
  in operating activities:
  Depreciation and amortization                           579             1,914
  Amortization of deferred financing costs                  0            29,259
Changes in assets and liabilities:
  Membership receivables                                    0           311,876
  Accrued interest receivable and other
    receivables                                        (7,168)            2,360
  Prepaid expenses and other assets                      (228)             (143)
  Accounts payable and accrued expenses                94,368          (275,882)
  Deferred revenue                                          0           (35,210)
Net cash (used in)
     operating activities                            (103,676)         (319,670)
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                   2,570           (17,260)
  Sale of (investment in) mutual fund
    and other  marketable securities                        0                48
  RiceX - loan participation                                0           948,655
  Capital expenditures                                      0              (499)
Net cash provided by investing activities               2,570           930,944
Cash flows from financing activities:
  Additional borrowings                               111,008          (524,437)
Net cash provided by financing activities             111,008          (524,437)
Increase in cash and cash equivalents                   9,902            86,837
Cash and cash equivalents balance, beginning
  of period                                            13,346            26,072
Cash and cash equivalents balance, end of period   $   23,248         $ 112,909


</TABLE>


                            See accompanying notes.




<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                             SUPPLEMENTARY SCHEDULE
           OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)





<TABLE>
<CAPTION>

<S>                                             <C>               <C>
                                                2001              2000
Total Non-Cash Operating, Investing
  and Financing Activities                       $ 0               $ 0



</TABLE>


                            See accompanying notes.





<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial reporting. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to present fairly the
financial position as of December 31, 2001 and September 30, 2001, the results
of operations for the three months ended December 31, 2001 and 2000, and cash
flows for the three months ended December 31, 2001 and 2000. Operating results
for the three months ended December 31, 2001, are not necessarily indicative of
the results which may be expected for the year ending September 30, 2002. These
statements should be read in conjunction with Form 10-KSB for fiscal 2001 which
is on file with the Securities and Exchange Commission.

On March 1, 2000, the Company negotiated the sale of its 65%
interest in Resort Club, Inc. ("Resort Club"). The transaction is effective
October 1, 1999 and requires the Company to use its best efforts but is not
obligated to restructure certain notes payable of GAR, Inc. which aggregate
approximately $11,483,000 at September 30, 1999. Pursuant to the terms of the
transaction, the Company is entitled to receive a 3% royalty payment to be paid
out of the net cash flow of Resort Club. No minimum payment of royalty is
required under the agreement and the transaction was not conditioned upon the
receipt of any payment under the royalty arrangement. When recording this
transaction as a sale, the Company took into consideration that the 3% royalty
payment is subordinate to the prior payments under the GAR Notes of
approximately $11.5 million. The Company concluded, in view of these
obligations, that realization of any royalty payment is remote and not a
material part of the transaction. The Company recorded a net gain of
approximately $10.3 million on the transaction, which included a write-down to
net realizable value of the Company's notes receivable in Resort Club of
approximately $20.8 million (See Note 4).

NOTE 2 - GOING CONCERN:

The Company's consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. For the year ended September 30, 2001 and three
months ended December 31, 2001, the Company incurred net losses of $2,523,028
and $191,227, respectively. In addition, the Company used net cash from
operating activities of $937,323 and $103,676 for the same respective periods.
As of December 31, 2001, the Company's current liabilities exceeded its current
assets by $4,116,249 and it had no material revenues.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

NOTE 2 - GOING CONCERN (CONTINUED):

These factors create uncertainty whether the Company can continue as a going
concern. The Company's plans to mitigate the effects of the uncertainties of the
Company's continued existence are: 1) to raise additional equity capital; 2) to
restructure its existing debt; and 3) to develop a business plan which will
generate positive operating cash flow. Management believes that these plans can
be effectively implemented in the next twelve-month period. The Company's
ability to continue as a going concern is dependent on the implementation and
success of these plans. The financial statements do not include any adjustments
in the event the Company is unable to continue as a going concern.


NOTE 3 - RECLASSIFICATION:

Certain fiscal 2001 items have been reclassified to conform with the fiscal 2002
presentation.

NOTE 4 - DISCONTINUED OPERATIONS:

In September, 1999, the Board of Directors adopted a plan to dispose of Resort
Club through sale or liquidation. In connection with the Company's disposal
plan, Resort Club ceased operations as of September, 1999.


As of March 1, 2000, the Company negotiated the sale of its 65% interest in
Resort Club. The transaction is effective October 1, 1999 and requires the
Company to use its best efforts but is not obligated to restructure certain
notes payable to GAR, Inc. which aggregate approximately
$11,483,000 at September 30, 1999. Pursuant to the terms of the transaction, the
Company is entitled to receive a 3% royalty payment to be paid out of the net
cash flow of Resort Club. No minimum payment of royalty is required under the
agreement and the transaction was not conditioned upon the receipt of any
payment under the royalty arrangement. When recording this transaction as a
sale, the Company took into consideration that the 3% royalty payment is
subordinate to the prior payments under the GAR Notes of approximately $11.5
million. The Company concluded, in view of these obligations, that realization
of any royalty payment is remote and not a material part of the transaction. As
a result of the sale, a gain of $10,302,712 was recorded which is broken out as
follows:

Net liabilities as of September 30, 1999              $33,523,317
  Less:  Contingency reserve for mortgages,
   fulfillment and GAR, Inc. restructuring              2,424,218
Subtotal                                               31,099,099
  Less:  Write-down to net realizable value, the
   Company's notes receivable due from Resort Club     20,796,387
Net gain                                              $10,302,712

For federal income tax purposes, the Company did not include Resort Club, its
former 65% owned subsidiary, in its federal consolidated income tax return.
Accordingly, the Company did not record an income tax expense in connection with
the gain on sale. Such gain was the result of a reduction of net liabilities of
Resort Club, which the Company has no obligation to pay. These net liabilities
were previously included in the consolidated financial statements of the Company
in accordance with generally accepted accounting principles.


<PAGE>

                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)


NOTE 5 - RELATED PARTY TRANSACTIONS:

Since January 1, 2001 the Company has not been a party to any material
transactions with any officers, directors or holders of more than 5% of the
outstanding common stock of the Company.


NOTE 6 - COMMITMENTS AND CONTINGENCIES:

In October 1999, the Company received a Letter and Examination Report from the
District Director of the Internal Revenue Service ("IRS") that proposed a tax
deficiency based on an audit of the Company's consolidated 1995 tax return. The
Examination Report proposed adjustments that the Company does not agree to.

The adjustments included disallowed deductions from the Company's principal
subsidiary in the amount of $5,124,000, which represented accruals and
deductions related to membership fulfillment expense and membership product
cost. The IRS's position was that these deductions should have been capitalized.
Additionally, approximately $498,000 of deductions representing a write down of
packaged loans acquired from Resolution Trust Company and certain normal
business deductions were disallowed. The IRS also disallowed $830,000 as a
compensation deduction related to a former officer's stock redemption, claiming
the disallowed deduction should have been classified as treasury stock.

The Company is working with the IRS towards a resolution. As part of the
proposed resolution, the Company has agreed to certain adjustments to increase
net taxable income in the amount of $5,806,659 proposed by the IRS.
Concurrently, the IRS has agreed to review certain adjustments proposed by the
Company to decrease net taxable income in the amount of $5,794,514, which will
substantially reduce or eliminate any additional taxes assessed as a result of
the audit.

In addition to the above, the Company has available approximately $19,980,000 of
Net Operating Losses ("NOL's") which can be carried back to 1996. This amount is
available to be carried back two years. Any remaining NOL's after the carry back
is available to offset future taxable income.

Due to the amended return as well as availability of the NOL's, the Company did
not accrue a loss contingency for the IRS claim. In October 1999, the Company
received a Letter and Examination Report from the District Director of the
Internal Revenue Service that proposed a tax deficiency based on an audit of the
Company's consolidated 1995 tax return. The Examination Report proposed
adjustments that the Company does not agree to.

The adjustments included disallowed deductions from the Company's principal
subsidiary in the amount of $5,124,000, which represented accruals and
deductions related to membership fulfillment expense


<PAGE>

                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

NOTE 7 - SUBSEQUENT EVENTS:

On or about January 30, 2002 the Company extended the due date of its loan with
Binghamton Savings Bank. Pursuant to the terms of the extension, the Company is
required to make monthly principal payments of $10,000 along with interest
payable at 12.25%. The remaining principal balance is due on January 12, 2004.



<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following information should be read in conjunction with the accompanying
unaudited financial statements and the notes thereto included in Item I of this
quarterly report, and the financial statements and the notes thereto and
management's discussion and analysis of financial condition and results of
operations contained in the Company's Annual Report on Form 10-KSB for the year
ended September 30, 2001.


A.       Liquidity and Capital Resources

During the first three months of fiscal 2002, the Company had a net loss of
$191,227. Included in the net loss is depreciation of $579, a non-cash expense.

Also during the three months of the fiscal 2002, changes in
assets and liabilities included a decrease in cash resulting from changes in
prepaid expenses and other assets of $228, and accrued interest and other
receivables of $7,168 offset by an increase in cash resulting from changes in
accounts payable and accrued liabilities of $94,368. After reflecting the net
changes in assets and liabilities, net cash used in operations was approximately
$103,700.

During the first three months of the fiscal 2002, investing activities provided
net cash of approximately $2,600 from the collection of RTC mortgage
receivables.

During the first three months of the fiscal 2002, financing activities provided
net cash of approximately $111,000 from additional borrowings.

Accordingly, during the first three months of fiscal 2002, the Company's cash
increased by approximately $9,900.


Future Business Plans

Through fiscal 1999, the Company's primary business operations were in
connection with the sale of membership interests through Resort Club. During the
third quarter of fiscal 1999, the Company substantially reduced its operating
activities with respect to selling new Membership Interests through Resort Club
primarily as a result of its inability to obtain financing. As of the end of the
fiscal year ended September 30, 2000, these operations are treated as
discontinued.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A.     Liquidity and Capital Resources (continued)

Future Business Plans (continued)

Management presently intends to apply the bulk of the Company's
resources in some or all of the following real estate development
activities:  residential, commercial and resort development.  Some
of such activities may be conducted with entities affiliated with
management. The Company's involvement may be as a sole principal, a partner, a
joint venture or in some other form. In addition, the Company is also
researching several Internet opportunities.

Despite the foregoing, management reserves the right to apply the Company's
resources in other businesses as opportunities present themselves.

B.       Results of Operations

Continuing Operations:

Three months ended December 31, 2001 compared with three months ended December
31, 2000.

Other revenue was $1,199 in the first three months of fiscal 2002 compared with
$600 in the first three months of fiscal 2001 for an increase of $599. The
increase in revenues was primarily the result of additional rental income.

Other operations expenses were $17,298 in the first three months of 2002
compared with $19,555 in the first three months of fiscal 2001, for a decrease
of $2,257 or 11.54%.

General and administrative expenses were $84,734 in the first three months of
fiscal 2002 compared with $183,928 in the first three months of fiscal 2001, or
by $99,194 or 53.93% primarily as a result of lower legal and professional fees.

Depreciation and amortization was $579 in the first three months of fiscal 2002
compared to $1,914 in the first three months of fiscal 2001, resulting in a
decrease of $1,335 or 69.75%. This decrease is the result of certain assets
being fully depreciated.

Interest income was $28,812 in the first three months of fiscal 2002, compared
with $63,655 in the first nine months of fiscal 2001. The decrease of $34,843
was primarily the result of a reserve of interest income relating to the
Stonehill Recreation loan receivable.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

B.       Results of Operations (continued)

Continuing Operations (continued):

Interest expense was $118,627 in the first three months of fiscal 2002, compared
with $183,443 in the first three months of fiscal 2001. The decrease of $64,816
was the result of a decrease in debt for the comparable periods and
restructuring of the Berkowitz Wolfman loan.

Amortization of deferred financing costs consist primarily of deferred financing
costs associated with the Company's borrowings from Binghamton Savings Bank and
Public Loan Corp. These costs were fully amortized in fiscal 2001. Therefore,
the Company amortized $29,259 of deferred financing costs in the first three
months of fiscal 2001 and none for the first three months of fiscal 2002.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS



CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996

         With the exception of historical matters, the matters discussed in this
Report are "forward-looking statements" as defined under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, that
involve risks and uncertainties. Forward-looking statements made herein include,
but are not limited to, the statements in this Report regarding the Company's
plans and objectives relating to its products and services, its future economic
performance, the Company's future operations, including plans or objectives
relating to its intentions to acquire interests and enter into acquisition and
other agreements to acquire or invest in and develop other business interests,
regarding raising additional capital and the adequacy of that capital to fund
the Company's proposed business plans and objectives, and the ability of the
Company's management to complete negotiations for the acquisition of targeted
business activities, and the terms on which those acquisitions or transactions
can be completed. Such statements also include statements relating to the
ability of the Company to provide the funds to enable those businesses to
adequately develop and pursue their business plans and to the liquidity of the
market for the Company's securities and the ability of investors to sell their
securities purchased. Forward-looking statements made in this Report include the
assumptions made by management as to the future growth and business direction of
the Company. If the Company's assumptions are incorrect, the Company may be
unsuccessful in developing as a viable business enterprise. The Company's
ability to realize revenues from and raise additional capital for the business
plans discussed herein cannot be assured. Under such circumstance, an investor's
entire investment will be in jeopardy and may be lost. The Company's business
plan has evolved over time and the Company expects that its plans will evolve
further in the future. These changes create additional risks and uncertainties
to the investor. The Company's inability to meet its plans and objectives or the
consequences to it from adverse developments in general economic or capital
market conditions and its inability to raise additional capital could have a
material adverse effect on it. The Company cautions investors that various risk
factors accompanying those forward-looking statements are described, among other
places, under the caption "Risk Factors" herein. They are also described in the
Company's Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB, and
its Current Reports on Form 8-K. These risk factors could cause the Company's
operating


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996 (continued)


results, financial condition and ability to fulfill its plans to differ
materially from those expressed in any forward-looking statements made in this
Report and could adversely affect its financial condition and its ability to
pursue its business strategy and plans.


                                  RISK FACTORS

         An investment in the Company's securities involves a high degree of
risk, including, but not necessarily limited to, the risk factors described
below. Each prospective investor should carefully consider the following risk
factors inherent in and affecting the Company and its business before making an
investment decision to purchase the Company's securities.

No Current Operations or Revenues. The Company has no current operations or
source of revenue. The Company has no significant assets or financial resources.
All material operations were discontinued in September, 1999. The Company's
future is dependent upon its ability to raise additional capital and apply the
proceeds to acquire successfully business activities. There is a risk that the
Company will be unable to continue as a going concern and consummate a business
acquisition. The Company will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
acquisition. This may result in the Company incurring net operating losses that
could increase continuously until it can consummate a business acquisition.
There can be no assurance that the Company can identify a suitable business
opportunity and consummate a business acquisition or that any transaction the
Company consummates will be on favorable terms or result in profitable
operations.


The Company May Not Be Successful in Entering Into Agreements In Order to Pursue
its Business Plans. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity or any interest in such an entity. No assurances can
be given that it will successfully identify and evaluate suitable business
opportunities or that it will conclude a business acquisition. The Company
cannot guarantee that it will be able to negotiate any business transactions on
favorable terms.

Need for Additional Capital. The Company had cash of $23,248 and liabilities of
$4,451,816 including current liabilities of $4,228,841 as of December 31, 2001.
In addition to the capital it will require to fund a potential business
acquisition, the Company may require additional financing in order to fund the
operations of any business it may acquire. This financing may consist of the
issuance of debt or equity securities. These funds might not be


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            RISK FACTORS (continued)

available, if needed, or might not be available on terms acceptable to the
Company and may result in dilution to existing investors.

Any Business the Company May Possibly Acquire May Never Become Profitable. There
can be no assurance that the Company will enter into an acquisition with or
acquire an interest in a business having a significant or successful operating
history. Any such business may have a history of losses, limited or no potential
for earnings, limited assets, negative net worth or other characteristics that
are indicative of development stage companies. There can be no assurance that
after an acquisition by the Company or the Company acquires an interest, the
business can be operated so as to develop significant revenues and cash flow and
become profitable.

Management May Not Devote a Sufficient Amount of Time to Seeking a Target
Business. While seeking a business acquisition, management anticipates devoting
no more than approximately eight (8) hours per month. As a result, the Company
may expend a considerable period of time identifying and negotiating with an
acquisition candidate. This extended period of time may result in continuing
losses to the Company.

Dependence On Part-Time Management. Currently, the Company has no employees
other than its officers and Directors. It is the Company's intention to limit
its employees to its sole officer, Joseph Bellantoni. Mr. Bellantoni, who is the
Company's President and Chief Financial Officer, is engaged in other activities
and will devote no more than approximately eight (8) hours per month to the
Company's activities. Therefore, the day-to-day operations of any company or
business that is acquired by the Company will have to be performed by outside
management or management of the acquired company. The Company cannot assure
investors that it will be able to obtain experienced and able outside management
to run any company or business that it may acquire.

Possible Government Regulation. Although the Company is subject to the periodic
reporting requirements under the Securities Exchange Act of 1934, as amended,
and files annual, quarterly and other reports, management believes it will not
be subject to regulation under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), since it will not be engaged in the business of
investing or trading in securities. If the Company engages in a business
acquisition which results in it holding passive investment interests in a number
of entities, it could be subject to regulation under the Investment Company Act.
If so, it would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange Commission
(the "SEC" or "Commission") or any opinion of counsel as to its status under the
Investment Company Act. A violation of the Act could subject it to material
adverse consequences.

Continued Control by Existing Management. The Company's management retains
significant control and investors may be unable to meaningfully influence the


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                     ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            RISK FACTORS (continued)

course of action of the Company. The existing management is able to control
substantially all matters requiring shareholder approval, including nomination
and election of directors and approval or rejection of significant corporate
transactions. There is also a risk that the existing management of the Company
will pursue an agenda which is beneficial to themselves at the expense of other
shareholders.

There Is No Assurance Of An Active Public Market For The Company's Common Stock
And The Price Of the Company's Common Stock May Be Volatile. Given the
relatively minimal public float and trading activity in the Company's
securities, there is little likelihood of any active and liquid public trading
market developing for its shares. If such a market does develop, the price of
the shares may be volatile. Since the shares do not qualify to trade on any
exchange or on NASDAQ, if they do actually trade, the only available market will
continue to be through the OTC Bulletin Board or in the "pink sheets". It is
possible that no active public market with significant liquidity will ever
develop. Thus, investors run the risk that investors may never be able to sell
their shares.

Possible Future Dilution As A Result Of Business Transaction. The Company's
business plan is based upon effectuating a business acquisition or other
transaction using the proceeds of capital intended to be raised. Any such
acquisition transaction may result in the Company issuing securities as part of
the transaction. The issuance of previously authorized and un-issued common
shares could result in substantial dilution to the Company's shareholders which
could possibly result in a change in control or management of the Company. There
can be no assurance that additional capital can be raised or an acquisition
completed.

The Company's Shares Are Subject To Penny Stock Reform Act Of 1990. The
Company's securities are subject to certain rules and regulations promulgated by
the Commission pursuant to the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990 (the "Penny Stock Rules"). Such rules and regulations impose
strict sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and certain "accredited investors." For
transactions covered by the Penny Stock Rules, a broker-dealer must make a
special suitability determination for the purchaser and must have received the
purchaser's written consent for the transaction prior to sale. Consequently,
such rule may affect the ability of broker-dealers to sell the Company's
securities and may affect investors' abilities to sell any shares they acquire.

The Penny Stock Rules generally define a "penny stock" to be any security not
listed on an exchange or not authorized for quotation on the Nasdaq Stock Market
and has a market price (as defined by the rules) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transactions by broker-dealers involving a penny stock (unless exempt), the
rules require delivery, prior to a transaction in a penny stock, of a risk
disclosure document relating to the market for penny stocks.


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            RISK FACTORS (continued)


Disclosure is also required to be made about compensation payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements are required to be sent disclosing
recent price information for the penny stocks.

Issuance Of Additional Shares. The Company's Articles of Incorporation currently
authorize its Board of Directors to issue up to 25,000,000 shares of Common
Stock. Any additional issuances of any of the Company's securities will not
require the approval of shareholders and may have the effect of further diluting
the equity interest of shareholders.

Limited Market for Common Stock. There has been a very limited market for the
Company's Common Stock. Accordingly, although quotations for the Company's
Common Stock have been, and continue to be, published on the OTC Bulletin Board
and the "pink sheets" published by the National Quotation Bureau, Inc., these
quotations, in the light of the Company's operating history, continuing losses
and financial condition, are not necessarily indicative of the value of the
Company. Such quotations are inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES
                                    PART II
                               OTHER INFORMATION

Part II


Item 6.  Exhibits and Reports on Form 8-K

         During the quarter ended December 31, 2001:

         None.


<PAGE>


                   DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                   SIGNATURES


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


DOMINION RESOURCES, INC.


Dated:   By:   /s/ Joseph R. Bellantoni
                   Joseph R. Bellantoni
                   President, Chief Executive Officer and
                   Chief Financial Officer







</TEXT>
</DOCUMENT>
</SUBMISSION>
