<SUBMISSION>
<ACCESSION-NUMBER>0001005150-02-000630
<TYPE>10QSB/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010630
<FILING-DATE>20020509
<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/A
<ACT>34
<FILE-NUMBER>000-10176
<FILM-NUMBER>02640090
</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/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 June 30, 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 August 1, 2001
         -----                                -----------------------------
Common Stock, $0.01 par value                         9,252,576




<PAGE>


DOMINION RESOURCES, INC.  AND SUBSIDIARIES

FORM 10-QSB/A

QUARTER ENDED June 30, 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 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



                                                 June 30,       September 30,
                                                   2001             2000
                                                (Unaudited)    (See note below)

Current assets:
Cash and cash equivalents                        $   55,814     $   26,072
Membership receivables, net of allowance
  for doubtful accounts of $0 at
  June 30, 2001 and at September
  30, 2000                                                0        487,333
Prepaid expenses and other assets                    34,485         59,568
Investment in marketable securities                   6,576          7,279
Accrued interest and other receivables              603,826        586,221
          Total current assets                      700,701      1,166,473

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $97,201 at June 30,
  2001 and $91,458 at September 30, 2000            143,527        147,226

Other assets:
 Membership receivables, net of allowance
   for doubtful accounts of $0 at
   June 30, 2001 and September 30, 2000                   0      1,833,299
 Mortgages Receivables                               10,930         20,177
 Note receivable - Stonehill Recreation           2,056,000      3,128,787
 Note receivable - RiceX, Inc.                            0        948,655
 Joint Venture - Condominiums at Stonehill          495,941              0
 Investment in RiceX, Inc.                           41,827         24,612
 Real estate and real estate related
   activities                                       137,328        875,326
          Total other assets                      2,742,026      6,830,856
          Total assets                           $3,586,254     $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)



                                                   June 30,     September 30,
                                                    2001            2000
                                                 (Unaudited)  (See note below)
Current Liabilities:
 Secured debt, current portion                   $   373,076    $   775,240
 Notes payable, current portion                       14,576         33,955
 Accounts payable and accrued liabilities          1,423,130      1,408,440
 Deferred revenue                                          0         35,210
          Total current liabilities                1,810,782      2,252,845

Long-term liabilities:
 Secured debt, net of current maturities           2,164,961      3,672,707
 Resort Club Reserve                                       0        927,769
 Notes Payable                                        28,850         33,134
         Total long-term liabilities               2,193,811      4,633,610

Commitments and Contingencies (Note 5):

Redeemable common stock; par value $0.01
  per share 0 shares outstanding
  at June 30, 2001 and 358,333 at September
  30, 2000; redeemable at $3.00 per share
  in July 1998 through July 2000                           0      1,075,000

Stockholders' equity (deficit):
 Common stock, $0.01 par value; Authorized
  - 25,000,000 Shares; issued and outstanding
  - 9,252,576 shares at June 30, 2001
    and 7,630,576 at September 30, 2000,
    respectively                                      92,526         76,306
 Additional paid-in-capital                        7,093,087      5,819,484
 Accumulated deficit                              (6,168,203)    (4,276,941)
 Accumulated other Comprehensive Loss                (34,836)       (34,836)
 Less: 1,350,646 shares held in treasury
  at June 30, 2001 and September 30, 2000         (1,400,913)    (1,400,913)
          Total stockholders' equity (deficit)      (418,339)       183,100
          Total liabilities and
            stockholders' equity (deficit)       $ 3,586,254    $ 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
NINE MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)


                                                       2001             2000

Revenues:
 Other revenue                                     $      2,698    $      8,054
       Total revenues                                     2,698           8,054

Expenses:
 Other operations                                        59,111          66,921
 General and administrative expenses                    825,707         947,690
 Depreciation and amortization                            5,743           7,699
       Total expenses                                   890,561       1,022,310

Loss from operations                                   (887,863)     (1,014,256)

Other income (expenses):
 Interest income                                         46,574         349,335
 Interest expense                                      (340,422)       (466,724)
 Other income - RiceX                                    17,215               0
 Amortization of deferred financing costs               (52,082)        (87,773)
 Gain on sale of marketable securities                        0         121,480
 Bad debt Expense(Note 7)                              (459,861)              0
 Debt conversion expense                               (214,823)              0
        Total other income (expenses)                (1,003,399)        (83,682)

Loss from continuing operations
    before provision for income taxes                (1,891,262)     (1,097,938)
  Provision for income taxes                                  0               0
Loss from continuing operations                      (1,891,262)     (1,097,938)

Discontinued Operations:
Gain on sale of Resort Club (less applicable
  income taxes of $0 at June 30, 2000)                        0      10,302,712

Income from discontinued operations                           0      10,302,712

Net income (loss)                                    (1,891,262)      9,204,774

Loss per common share -
  continuing operations                            $      (0.24)   $      (0.14)

Income per common share -
  discontinued operations                          $       0.00    $       1.35

Net income (loss) per common share                 $      (0.24)   $       1.21

Weighted average number of shares used in
  computing net income (loss) per share               7,724,800       7,630,576


                             See accompanying notes.



                                       3

<PAGE>



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


                                                        2001            2000
Revenues:
 Other revenue                                      $     1,199     $     5,350
       Total revenues                                     1,199           5,350

Expenses:
 Other operations                                        19,547          21,016
 General and administrative expenses                    144,528         190,965
 Depreciation and amortization                            1,914           2,566
       Total expenses                                   165,989         214,547

Loss from operations                                   (164,790)       (209,197)

Other income (expenses):
 Interest income                                        (12,135)         30,572
 Interest expense                                       (80,440)       (133,614)
 Amortization of deferred financing costs                (3,802)        (29,256)
 Gain on sale of marketable securities                        0          19,355
 Debt conversion expense                               (214,823)              0
        Total other income (expenses)                  (311,200)       (112,943)

Loss from continuing operations
    before provision for income taxes                  (475,990)       (322,140)
  Provision for income taxes                                  0               0
Loss from continuing operations                        (475,990)       (322,140)

Discontinued Operations:
Loss on sale of Resort Club (less applicable
  income taxes of $0 at June 30, 2000)                        0               0

Loss from discontinued operations                             0               0

Net loss                                               (475,990)       (322,140)

Loss per common share -
  continuing operations                             $     (0.06)    $     (0.04)

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

Net loss per common share                           $     (0.06)    $     (0.04)

Weighted average number of shares used in
  computing net loss per share                        8,450,488       7,630,576

                             See accompanying notes.


                                       4
<PAGE>


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


                                                        2001            2000

Cash flows from operating activities:
  Net Income (loss)                                $ (1,891,262)   $  9,204,774
Adjustments to reconcile net income
 (loss) to net cash provided by (used
 in) operating activities:
  Depreciation and amortization                           5,743           7,699
  Amortization of interest income                             0         (60,017)
  Amortization of deferred financing costs               52,082          87,773
  Gain on sale of Resort Club                                 0     (10,302,712)
  Bad debt expense                                      459,861               0
  Debt conversion expense                               214,823               0
Changes in assets and liabilities:
  Membership receivables                                618,643         740,316
  Accrued interest receivable and other
    receivables                                         (17,605)        247,217
  Prepaid expenses and other assets                     (26,999)         (1,448)
  Accounts payable and accrued expenses                 (90,172)        223,496
  Deferred revenue                                      (35,210)       (105,630)
Net cash provided by (used in)
     operating activities                              (710,096)         41,468
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                   (21,028)         (3,060)
  Sale of (investment in) mutual fund
    and other  marketable securities                        703         (20,992)
  RiceX proceeds                                              0       1,750,000
  RiceX - loan participation                            948,655        (943,655)
  Ricex- Investment                                     (17,215)        205,393
  Stonehill Recreation                                  612,926            (255)
  Capital expenditures                                   (2,044)              0
Net cash provided by investing activities             1,521,997         987,431
Cash flows from financing activities:
  Repayment of borrowings                              (782,159)     (1,020,477)
  Redemption of Common Stock                                  0         (75,000)
Net cash used in financing activities                  (782,159)     (1,095,477)
Increase (Decrease) in cash and cash equivalents         29,742         (66,578)
Cash and cash equivalents balance, beginning
  of period                                              26,072          82,110
Cash and cash equivalents balance, end of period   $     55,814    $     15,532




                             See accompanying notes.


                                       5

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
NINE MONTHS ENDED JUNE 30, 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
  Common Stock  (Note 9)                                (16,220)         0
  Additional Paid In Capital (Note 9)                (1,273,603)         0
  Accumulated deficit (Note 9)                          214,823          0
  Redeemable Common Stock (Note 9)                    1,075,000          0
                                                    $         0      $   0



                             See accompanying notes.


                                       6


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 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 June 30, 2001 and September 30, 2000, the results of
operations for the nine months ended June 30, 2001 and 2000, and cash flows for
the nine months ended June 30, 2001 and 2000. Operating results for the nine
months ended June 30, 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
NINE MONTHS ENDED JUNE 30, 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 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.

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

                                       8

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued):

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 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.

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.

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.

                                       9

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)

NOTE 6 - FOODCEUTICALS PARTICIPATION (continued):

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 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 $2,056,000 as of June 30, 2001.


                                       10

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)

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.

Note 9 - Common Stock:

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.

Note 10 - 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. As of June 30, 2001 there has been no activity
by the Joint Venture and therefore the Company has not recognized any share of
income or loss from the Joint Venture.

                                       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/A for the
year ended September 30, 2000.


A.       Liquidity and Capital Resources

During the first nine months of fiscal 2001, the Company had a net loss
of approximately $1,891,262.  Included in the net loss is depreciation
of $5,743, amortization of deferred financing costs of $52,082, a write off of
the Stonehill Recreation Note Receivable of $459,861 and debt conversion expense
of $214,823 all of which are non-cash expenses.

Also during the first nine 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 $26,999, deferred revenue of $35,210,
accounts payable and accrued liabilities of $90,172 and accrued interest and
other receivables of $17,605 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
$710,096.

During the first nine months of the fiscal 2001, investing activities provided
net cash of approximately $1,522,000 and includes primarily the proceeds of the
FoodCeuticals loan of $948,655 and proceeds from the Stonehill Recreation Note
of $612,926.

During the first nine months of the fiscal 2001, financing activities used net
cash of $782,159 which resulted from the repayment of borrowings.

Accordingly, during the first nine months of fiscal 2001, the Company's cash
increased by approximately $29,700.


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:

Nine months ended June 30, 2001 compared with nine months ended June 30, 2000.

Other revenue was $2,698 in the first nine months of fiscal 2001 compared with
$8,054 in the first nine months of fiscal 2000 for a decrease of $5,356. The
decrease in revenues was the result of decreased rental income from the
company's condominiums in Fort Lee, New Jersey.

Other operations expenses were $59,111 in the first nine months of 2001 compared
with $66,921 in the first nine months of fiscal 2000, for a decrease of $7,810
or 11.67%. 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 $825,707 in the first nine months of
fiscal 2001 compared with $947,690 in the first nine months of fiscal 2000, or
by $121,983 or 12.87% 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 $5,743 in the first nine months of fiscal 2001
compared to $7,699 in the first nine months of fiscal 2000, resulting in a
decrease of $1,956. This decrease is the result of certain assets becoming fully
depreciated.

Interest income was $46,574 in the first nine months of fiscal 2001, compared
with $349,335 in the first nine months of fiscal 2000. The decrease of $302,761
was primarily the result of a reserve of interest income relating to the
Stonehill Recreation loan receivable.

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

<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 $340,422 in the first nine months of fiscal 2001, compared
with $466,724 in the first nine months of fiscal 2000. The decrease of $126,302
was the result of a decrease in debt for the comparable periods and
restructuring of the Berkowitz Wolfman debt.

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 $52,082 and $87,773 in the first nine months
of fiscal 2001 and 2000, respectively.

Gain on sale of marketable securities was $121,480 during the first nine months
of fiscal 2000. The Company recorded no gain or loss from the sale of marketable
securities during the first nine months of fiscal 2001.

During the first nine 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.

During the first nine months of fiscal 2001 the Company recorded debt conversion
expense of $214,823 in connection with the conversion of its redeemable common
stock.


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 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.





<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)

Discontinued Operations (continued):

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.


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/A, Quarterly Reports on Form 10-QSB/A,
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 $55,814 and liabilities of
$4,004,593 including current liabilities of $1,810,782 as of June 30, 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 available, if
needed, or might not be available on terms acceptable to the Company and may
result in dilution to existing investors.



<PAGE>


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

                            RISK FACTORS (continued)

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 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
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.



<PAGE>


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

                            RISK FACTORS (continued)


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.

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.



<PAGE>


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

                            RISK FACTORS (continued)


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 June 30, 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:  May 7, 2002        By:   /s/ Joseph R. Bellantoni
                           Joseph R. Bellantoni
                           President, Chief Executive Officer and
                           Chief Financial Officer


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