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<TYPE>10QSB/A
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<CONFORMED-NAME>DOMINION RESOURCES INC /DE/
<CIK>0000314712
<ASSIGNED-SIC>4812
<IRS-NUMBER>222306487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
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<ACT>34
<FILE-NUMBER>000-10176
<FILM-NUMBER>02638600
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<BUSINESS-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>2015384177
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<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>NORTHERN ARIZONA GOLD & SILVER MILLING & MINING CO INC
<DATE-CHANGED>19820518
</FORMER-COMPANY>
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<TYPE>10QSB/A
<SEQUENCE>1
<FILENAME>form10qsba.txt
<DESCRIPTION>FORM 10-QSB/A
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

                                   (Mark One)

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

                  For the quarterly period ended March 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 April 1, 2001
        Common Stock, $0.01 par value               7,630,576

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                  FORM 10-QSB/A

                          QUARTER ENDED March 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            3-4

Condensed consolidated statements of cash flows            5-6

Notes to condensed consolidated financial statements       7-11

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

                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                 March 31,       September 30,
                                                   2001              2000
                                                (Unaudited)     (See note below)
Current assets:
Cash and cash equivalents                        $   31,287      $   26,072
Membership receivables, net of allowance
  for doubtful accounts of $0 at
  March 31, 2001 and at September
  30, 2000                                                0         487,333
Prepaid expenses and other assets                    12,266          59,568
Investment in marketable securities                   7,238           7,279
Accrued interest and other receivables              606,993         586,221
          Total current assets                      657,784       1,166,473

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $95,287 at March 31,
  2001 and $91,458 at September 30, 2000            143,896         147,226

Other assets:
 Membership receivables, net of allowance
   for doubtful accounts of $0 at
   March 31, 2001 and September 30, 2000                  0       1,833,299
 Mortgage receivables                                14,784          20,177
 Note receivable - Stonehill Recreation           2,200,000       3,128,787
 Note receivable - RiceX, Inc.                            0         948,655
 Investment in RiceX, Inc.                           41,827          24,612
 Joint Venture - Condominiums at Stonehill          495,941               0
 Real estate and real estate related
   activities                                       137,328         875,326
          Total other assets                      2,889,880       6,830,856
          Total assets                           $3,691,560      $8,144,555

Note:  The balance sheet at September 30, 2000, has been taken
from the audited financial statements at that date and condensed.

                             See accompanying notes.


                                       1
<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                 March 31,       September 30,
                                                   2001              2000
                                                (Unaudited)     (See note below)
Current Liabilities:
 Secured debt, current portion                   $   523,150     $   775,240
 Notes payable, current portion                       14,576          33,955
 Accounts payable and accrued liabilities          1,447,137       1,408,440
 Deferred revenue                                          0          35,210
          Total current liabilities                1,984,863       2,252,845

Long-term liabilities:
 Secured debt, net of current maturities           1,833,922       3,672,707
 Resort Club Reserve                                       0         927,769
 Notes Payable                                        29,947          33,134
         Total long-term liabilities               1,863,869       4,633,610

Commitments and Contingencies (Note 5):

Redeemable common stock; par value $0.01
  per share 358,333 shares outstanding
  at March 31, 2001 and September
  30, 2000; redeemable at $3.00 per share
  in July 1998 through July 2000                   1,075,000       1,075,000

Stockholders' equity (deficit):
 Common stock, $0.01 par value; Authorized
  - 25,000,000 Shares; issued and outstanding
  - 7,630,576 shares at March 31, 2001
  and September 30, 2000, respectively                76,306          76,306
 Additional paid-in-capital                        5,819,484       5,819,484
 Accumulated deficit                              (5,692,213)     (4,276,941)
 Accumulated Other Comprehensive loss                (34,836)        (34,836)
 Less: 1,350,646 shares held in treasury
  at March 31, 2001 and September 30, 2000        (1,400,913)     (1,400,913)
          Total stockholders' equity (deficit)    (1,232,172)        183,100
          Total liabilities and
            stockholders' equity (deficit)       $ 3,691,560     $ 8,144,555

Note:  The balance sheet at September 30, 2000, has been taken
from the audited financial statements at that date and condensed.

                             See accompanying notes.


                                       2
<PAGE>


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

                                                    2001              2000
Revenues:
 Other revenue                                  $      1,499     $      2,704
       Total revenues                                  1,499            2,704

Expenses:
 Other operations                                     39,564           45,905
 General and administrative expenses                 681,179          756,725
 Depreciation and amortization                         3,829            5,133
       Total expenses                                724,572          807,763

Loss from operations                                (723,073)        (805,059)

Other income (expenses):
 Interest income                                      58,709          318,763
 Interest expense                                   (259,982)        (333,110)
 Other income - RiceX                                 17,215                0
 Amortization of deferred financing costs            (48,280)         (58,517)
 Gain on sale of marketable securities                     0          102,125
 Bad Debt Expense(Note 7)                           (459,861)               0
        Total other income (expenses)               (692,199)          29,261

Loss from continuing operations
    before provision for income taxes             (1,415,272)        (775,798)
  Provision for income taxes                               0                0
Loss from continuing operations                   (1,415,272)        (775,798)

Discontinued Operations:
Gain on sale of Resort Club (less applicable
  income taxes of $0 at March 31, 2000)                    0       10,302,712

Income from discontinued operations                        0       10,302,712

Net income (loss)                                 (1,415,272)       9,526,914

Loss per common share -
  continuing operations                         $      (0.19)    $      (0.10)

Income per common share -
  discontinued operations                       $       0.00     $       1.35

Net income (loss) per common share              $      (0.19)    $       1.25

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

                             See accompanying notes.


                                       3
<PAGE>


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

                                                    2001            2000
Revenues:
 Other revenue                                  $       899     $       519
       Total revenues                                   899             519

Expenses:
 Other operations                                    20,009          16,813
 General and administrative expenses                497,251         642,204
 Depreciation and amortization                        1,915           2,567
       Total expenses                               519,175         661,584

Loss from operations                               (518,276)       (661,065)

Other income (expenses):
 Interest income                                     19,680          76,229
 Interest expense                                  (101,165)       (194,677)
 Other income - RiceX                                17,215               0
 Amortization of deferred financing costs           (19,021)        (29,258)
 Gain on sale of marketable securities                    0         102,125
 Bad Debt Expense(Note 7)                          (459,861)              0
        Total other income (expenses)              (543,152)        (45,581)

Loss from continuing operations
    before provision for income taxes            (1,061,428)       (706,646)
  Provision for income taxes                              0               0
Loss from continuing operations                  (1,061,428)       (706,646)

Discontinued Operations:
Loss on sale of Resort Club (less applicable
  income taxes of $0 at March 31, 2000)                   0        (813,032)

Loss from discontinued operations                         0        (813,032)

Net loss                                         (1,061,428)     (1,519,678)

Loss per common share -
  continuing operations                         $     (0.14)    $     (0.09)

Loss per common share -
  discontinued operations                       $      0.00     $     (0.11)

Net loss per common share                       $     (0.14)    $     (0.20)

Weighted average number of share used in
  computing net loss per share                    7,630,576       7,630,576

                             See accompanying notes.


                                       4
<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Unaudited)

                                                        2001           2000
Cash flows from operating activities:
  Net Income (loss)                                $ (1,415,272)   $  9,526,914
Adjustments to reconcile net income
 (loss) to net cash Provided by (used
 in) operating activities:
  Depreciation and amortization                           3,829           5,133
  Amortization of interest income                             0         (60,017)
  Amortization of deferred financing costs               48,280          58,517
  Gain on sale of Resort Club                                 0     (10,302,712)
  Bad Debt Expense                                      459,861               0
Changes in assets and liabilities:
  Membership receivables                                618,643         368,852
  Accrued interest receivable and other
    receivables                                         (20,772)        259,925
  Prepaid expenses and other assets                        (978)         (1,334)
  Accounts payable and accrued expenses                 (66,165)        275,902
  Deferred revenue                                      (35,210)        (70,420)
Net cash provided by (used in)
     operating activities                              (407,784)         60,760
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                   (24,882)         (2,003)
  Sale of (investment in) mutual fund
    and other  marketable securities                         41         (99,908)
  RiceX proceeds                                              0       1,750,000
  RiceX - loan participation                            948,655        (943,655)
  Ricex- Investment                                     (17,215)        108,793
  Stonehill Recreation                                  468,926               0
  Capital expenditures                                     (499)              0
Net cash provided by investing activities             1,375,026         813,227
Cash flows from financing activities:
  Repayment of borrowings                              (962,027)       (835,744)
  Redemption of Common Stock                                  0         (75,000)
Net cash used in financing activities                  (962,027)       (910,744)
Increase (Decrease) in cash and cash equivalents          5,215         (36,757)
Cash and cash equivalents balance, beginning
  of period                                              26,072          82,110
Cash and cash equivalents balance, end of period   $     31,287    $     45,353

                             See accompanying notes.


                                       5
<PAGE>


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

                                                 2001              2000
Total Non-Cash Operating, Investing
  and Financing Activities

  Membership Receivables (Note 8)             $(1,701,989)     $         0
  Real estate related activities (Note 8)        (272,332)               0
  Accounts Payable  (Note 8)                      822,907                0
  Debt  (Note 8)                                1,151,414                0
                                              $         0      $         0

                             See accompanying notes.


                                       6
<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 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 March 31, 2001 and September 30, 2000, the results of
operations for the six months ended March 31, 2001 and 2000, and cash flows for
the six months ended March 31, 2001 and 2000. Operating results for the six
months ended March 31, 2001, are not necessarily indicative of the results which
may be expected for the year ending September 30, 2001. These statements should
be read in conjunction with Form 10-KSB/A for fiscal 2000 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 3).

NOTE 2 - RECLASSIFICATION:

Certain fiscal 2000 items have been reclassified to conform with the fiscal 2001
presentation.

NOTE 3 - DISCONTINUED OPERATIONS (continued):

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.


                                       7
<PAGE>


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

NOTE 3 - DISCONTINUED OPERATIONS (continued):

On 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 March 31, 2001.
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.

NOTE 4 - RELATED PARTY TRANSACTIONS:

Since April 1, 1999, 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 5 - COMMITMENTS AND CONTINGENCIES:

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 and membership product
cost. The Internal Revenue Service'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 Internal
Revenue Service also disallowed $830,000 as a


                                       8
<PAGE>


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

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued):

compensation deduction related to a former officer's stock redemption, claiming
the disallowed deduction should have been classified as treasury stock.

The Company does not agree with the proposed adjustments and is contesting the
proposed tax assessment of $2,164,000 (not including interest and penalties) at
the appeals level of the Internal Revenue Service. To date, the Appeals Division
of the Internal Revenue Service has conceded to approximately $645,000 of the
above disallowance. The Company conceded to the $830,000 compensation deduction
referred to above. The Company believes that when there is a final resolution,
the proposed tax deficiencies will be substantially reduced. No provision has
been made in the accompanying financial statements for the proposed additional
taxes and interest. Additionally, the Company has adequate net operating losses,
which could be utilized to offset any unresolved tax adjustments related to this
examination.

NOTE 6 - FOODCEUTICALS PARTICIPATION:

In March 1996, the Company entered into a $1.75 million secured loan with The
RiceX Company ("RiceX"). Subsequently, in December 1998, the Company entered
into a Loan Participation Agreement with FoodCeuticals, LLC ("FoodCeuticals")
whereby the Company contributed its secured loan, including accrued interest,
due from RiceX in the aggregate of approximately $2 million and FoodCeuticals
contributed its secured loan due from RiceX in the amount of $1.85 million.
FoodCeuticals had made its loan to RiceX in December 1998. RiceX is an
agribusiness food technology company which has developed a proprietary process
to stabilize rice bran. Its shares of Common Stock are quoted on the OTB
Bulletin Board under the symbol "RicX". The Company and FoodCueticals'
collateral includes certain tangible and intangible assets of RiceX including
RiceX's extrusion machines located at two rice mills in California, contract
rights, and all of RiceX's intellectual property. These assets represent
substantially all of the assets in RiceX . In conjunction with its loan to
RiceX, FoodCeuticals received an aggregate of 940,679 shares of RiceX's common
stock and a warrant to purchase an aggregate of 3,743,540 shares of RiceX's
common stock at an exercise price of $0.75 per share. Collectively, the
Company's and FoodCeuticals secured loans of $2 million and $1.85 million,
respectively, are hereinafter referred to as the Participation Loan. Pursuant to
the Loan Participation Agreement, the Company and FoodCeuticals share pro rata
as to the Participation Loan, warrants, shares and collateral due, payable or
granted under the December 1998 Loan Agreement to the extent that their
participation amount bears to the total Participation Loan. As a result, the
Company received 409,421 shares of RiceX common stock and a warrant to purchase
1,429,338 shares of RiceX common stock. In November 1999, RiceX repaid the
borrowing incurred in 1996 in the amount of $1.75 million, plus accrued interest
of approximately $320,753. Pursuant to the terms of the Loan Participation
Agreement, approximately $912,900 was advanced to FoodCeuticals as a


                                       9
<PAGE>


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

NOTE 6 - FOODCEUTICALS PARTICIPATION (continued):

pro-rata share of the loan proceeds. This amount, along with advances for
certain legal and professional fees, has been carried on the Company's Financial
Statements as the basis in the FoodCeuticals loan, which was repaid on December
31, 2000.

As of September 30, 2000, the Company held 39,421 shares of RiceX common stock
and a warrant to purchase 1,229,338 shares of RiceX common stock. Based on the
market value of the RiceX common stock at September 30, 2000, the Company
adjusted the carrying value of these shares and warrants in its financial
statements to reflect a valuation allowance of $459,191 which primarily relates
to an adjustment to the carrying value in the RiceX warrant of $442,562. This
arises because the market value of the RiceX common stock at September 30, 2000
was less than the exercise price of the warrants.

During the second quarter of fiscal 2001 the Company completed a transaction for
the purchase of 48,866 shares and a warrant to purchase 194,470 shares of RiceX
Common Stock from FoodCeuticals, LLC.

Note 7 - Note Receivable - Stonehill Recreation:

During the second quarter of fiscal 2001, the Company finalized a formal
restructuring of the Stonehill Recreation note receivable. Pursuant to the
restructuring, Stonehill Recreation and The Spa at Crystal Springs had assigned
their rights to a real estate tax refund due from the Township of Vernon as a
result of a real estate tax appeal. In February 2001, the Company received an
aggregate of $468,926 from Stonehill and the Spa at Crystal Springs.

In addition to the above, The Spa at Crystal Springs also agreed to indemnify to
the Company against any loss on the remaining principal amount of the Stonehill
Recreation note receivable in the amount of $2,659,861. Because the indemnity of
$2,659,861 does not cover interest, the Company recorded the transaction with a
discount of $459,861 in order to yield an effective interest rate of 9.5%, with
a balloon payment on March 31, 2003. Accordingly, the carrying value of the
Stonehill Recreation note receivable is $2,200,000 as of March 31, 2001.

Note 8 - Debt:

During the second quarter of fiscal 2001, the Company entered into an agreement
with Berkowitz Wolfman whereby in consideration for assigning all the Company's
right, title and interest to the Resort Club Trust inventory and Resort Club
Membership Receivables, the due date of Berkowitz Wolfman note payable was
extended to December 1, 2002 and the interest rate was decreased from 15% to
10%.

In addition, the principal amount of the Berkowitz Wolfman note payable was
decreased by $1,151,414 resulting from the assignment of the Trust Inventory
valued at $272,332 and net Membership Receivables in the amount of $879,082.


                                       10
<PAGE>


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

Note 9 - Joint Venture - Condominiums at Stonehill:

As of March 31, 2001, the Company has invested $495,941 in a joint venture with
The Spa at Crystal Springs, Inc. The Company's investment is in the form of the
conveyance of 27 condominium lots to the joint venture carried on the Company's
balance sheet as of March 31, 2001 at $495,941. The carrying value of the
Company's investment at March 31, 2001 was based on cost. The Spa has agreed to
contribute to the venture in cash an amount equal to the fair market value of
the Company's contribution of the lots, or $495,941. The joint venture, known as
Condominiums at Stonehill is to be utilized as a vehicle to rent condominiums,
when constructed, on a daily fee basis to third party individuals visiting the
Mountain Creek resort area and the Crystal Springs Golf and Spa Resort located
in Sussex County, New Jersey. Both the Company and the Spa at Crystal Springs,
Inc. each have a 50% interest in the joint venture. The Company's investment
will be accounted for under the equity method. Under APB No. 18, the Company is
required to recognize its share of income and loss from the Joint Venture by the
application of the equity method.

NOTE 10 - SUBSEQUENT EVENTS:

The Company is in dispute with Debra Tierney ("Tierney"), the Company's former
President with respect to the purchase price paid by the Company to Tierney and
her family for their shares of the Company's Common Stock. On or about February
16, 1996, Tierney and the Company confirmed that, the Company would repurchase
all of the Company's shares of Common Stock owned by the Tierneys. Pursuant to
the terms of the agreement, the Company purchased 943,411 shares of the
Company's Common Stock from the Tierneys at a purchase price equal to $500,000
in cash and 182,500 shares of PriCellular Common Stock. During the third quarter
of fiscal 2001, the company negotiated a tentative agreement with Tierney.
Pursuant to the terms of the tentative agreement, the Company will be obligated
to make a cash payment in the amount of $183,094, assign a mortgage receivable
in the principal amount of $100,000, and conveyance of title to five
condominiums. Accordingly, the Company accrued a $350,000 reserve in connection
with this transaction.

On October 5, 1999, the Company entered into an agreement to convert 366,655 of
the Company's redeemable common stock, par value $.01 per share for 1,622,000
shares of the Company's common stock, par value $.01 per share. In the third
quarter of fiscal 2001, the Company and the holder of the Company's redeemable
common stock have agreed to enter into a definitive agreement effective May 15,
2001. As part of the definitive agreement, the Company will issue a warrant to
purchase a number of shares of common stock equal to 25% of all shares of common
stock issued by the Company from June 1, 2001 through November 30, 2001.


                                       11
<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, 2000.

A.       Liquidity and Capital Resources

During the first six months of fiscal 2001, the Company had a net loss
of approximately $1,415,000.  Included in the net loss is depreciation
of $3,829, amortization of deferred financing costs of $48,280, and a write off
of the Stonehill Recreation Note Receivable of $459,861 all of which are
non-cash expenses.

Also during the first six months of the fiscal 2001, changes in
assets and liabilities included a decrease in cash resulting from changes in
prepaid expenses and other assets of $978, deferred revenue of $35,210, accounts
payable and accrued liabilities of $66,165 and accrued interest and other
receivables of $20,772 offset by an increase in cash resulting from changes in
membership receivables of $618,643. After reflecting the net changes in assets
and liabilities, net cash used in operations was approximately $408,000.

During the first six months of the fiscal 2001, investing activities provided
net cash of approximately $1,375,000 and includes primarily the proceeds of the
FoodCeuticals loan of $948,655 and proceeds from the Stonehill Recreation Note
of $468,926.

During the first six months of the fiscal 2001, financing activities used net
cash of $962,027 which resulted from the repayment of borrowings.

Accordingly, during the first six months of fiscal 2001, the Company's cash
increased by approximately $5,200.

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.


                                       12
<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:

Six months ended March 31, 2001 compared with six months ended March 31, 2000.

Other revenue was $1,499 in the first six months of fiscal 2001 compared with
$2,704 in the first six months of fiscal 2000 for an decrease of $1,205. The
decrease in revenues was primarily the result of decreased rental income from
the company's condominiums in Fort Lee, New Jersey.

Other operations expenses were $39,564 in the first six months of 2001 compared
with $45,905 in the first six months of fiscal 2000, for a decrease of $6,341 or
13.81%. The decrease was primarily the result of additional charges incurred in
fiscal 2000 related to moving the Company's brewery equipment located in Vernon,
New Jersey to storage.

General and administrative expenses were $681,179 in the first six months of
fiscal 2001 compared with $756,725 in the first six months of fiscal 2000, or by
$75,546 or 9.98% primarily as a result of lower legal and professional fees.
Included in fiscal 2001 is an accrual of $350,000 reserve relating to the
Tierney settlement. Included in fiscal 2000 is an accrual relating to an
additional assessment from the State of Alabama in the amount of $346,000.

Depreciation and amortization was $3,829 in the first six months of fiscal 2001
compared to $5,133 in the first six months of fiscal 2000, resulting in a
decrease of $1,304. This decrease is the result of certain assets becoming fully
depreciated.

Interest income was $58,709 in the first six months of fiscal 2001, compared
with $318,763 in the first six months of fiscal 2000. The decrease of $260,054
was primarily the result of a reserve of interest income relating to the
Stonehill Recreation loan receivable.

Interest expense was $259,982 in the first six months of fiscal 2001, compared
with $333,110 in the first six months of fiscal 2000. The decrease of $73,128
was the result of a decrease in debt for the comparable periods.

Other income - RiceX was $17,215 in the first six months of fiscal 2001. The
increase of $17,215 was the result of a transaction relating to the purchase of
48,866 shares of RiceX Common Stock and a warrant to purchase 194,470 shares of
RiceX Common Stock.


                                       13
<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):

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 $48,280 and $58,517 in the first six months
of fiscal 2001 and 2000, respectively.

Gain on sale of marketable securities was $102,125 during the first six months
of fiscal 2000. The Company recorded no gain or loss from the sale of marketable
securities during the first six months of fiscal 2001.

During the first six months of fiscal 2001 the Company recorded a write off of
$459,861 in connection with the restructuring of its Note Receivable due from
Stonehill Recreation.

Discontinued Operations:

On 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 which aggregate approximately $11,483,000 at March 31, 2001. 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 liabilities were previously included
in the consolidated financial statements of the Company in accordance with
generally accepted accounting principles.


                                       14
<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 March 31, 2001:

         None.


                                       15
<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: May 7, 2002                        By: /s/ Joseph R. Bellantoni
                                              Joseph R. Bellantoni
                                              President, Chief Executive Officer
                                              and Chief Financial Officer


                                       16

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