
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

                For the fiscal year ended September 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.
                 (Name of small business issuer in its charter)

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

                355 Madison Avenue, Morristown, New Jersey 07960
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and no disclosure will be contained, to
the best of the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or in any
amendment to this Form 10-KSB. [ ]

     For the year ended September 30, 2001, the issuer's total revenues were
                                     $3,297

On January 11, 2002, the aggregate market value of the voting stock of Dominion
Resources Inc. (consisting of Common Stock, $.01 par value) held by
non-affiliates of the Issuer was approximately $1,617,000 based upon the high
bid price for such Common Stock on said date in the over-the-counter market as
reported by the National Quotation Bureau. On such date, there were 9,252,576
shares of Common Stock of the Issuer outstanding.

          Transitional Small Business Disclosure Format Yes [ ] No [X]


<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL:

         Dominion Resources, Inc. (the "Company") was, commencing February 1996
through September 1999, principally engaged, through a majority-owned
subsidiary, Resort Club, Inc. ("Resort Club"), in the business of offering
membership interests to the general public which allows its members to vacation
in resort condominiums. In September, 1999, the Board of Directors adopted a
plan to dispose of the Resort Club through sale or liquidation. In connection
with the Company's disposal plan, Resort Club ceased operations as of September,
1999 and is treated in this Annual Report as a discontinued operation. See Note
2 to Notes to Consolidated Financial Statements.

         From time to time, the Company has acquired real property or other
assets where it believes there are favorable investment opportunities. At
September 30, 2001, these investments included certain real estate assets
including 27 vacant condominium lots located in Great Gorge Village, a
condominium development comprising a total of approximately 1,300 units situated
adjacent to the ski area and summer participation theme park near Vernon, New
Jersey. The Company intends to construct condominiums on these properties for
the purpose of making short-term vacation rentals. In that connection, the
Company has entered into a joint venture agreement with The Spa at Crystal
Springs, Inc. with respect to the joint development of the lots owned by the
Company.

         The Company also owns three condominium units which it is currently
renting located in Fort Lee, New Jersey and in addition, the Company also owns
an approximately 1,560 square foot building in Selma, Alabama.

         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, L.L.C.
("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 OTC
Bulletin Board under the symbol "RICX.." 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

<PAGE>


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 $320,750. Pursuant to the Loan Participation
Agreement, approximately $912,900 of these proceeds were paid over to
FoodCeuticals as its pro-rata share of the loan proceeds. On December 31, 2000,
RiceX repaid the $1.85 million note. Approximately $949,000 of the proceeds of
this payment was paid to the Company as its pro-rata share of the loan proceeds.
The Company continues to hold 88,287 shares of RiceX common stock and the
warrant to purchase 1,423,808 shares of RiceX common stock.

         The Company's joint venture agreement with The Spa at Crystal Springs,
Inc. will include the contribution by the Company of its 27 condominium building
lots and any additional lots it may acquire within Great Gorge Village, at
Vernon, New Jersey. The Spa at Crystal Springs, Inc. will obtain mortgage
financing for the development of the properties and make a capital contribution
to the joint venture. The Spa at Crystal Springs, Inc. will receive a management
fee of approximately 50% of the gross rental income from the condominium units
to be constructed. The remaining cash flow, net of debt service and reserves for
capital maintenance, from the rental income will be divided equally between the
Company and The Spa at Crystal Springs, Inc. The Company will provide
administrative services to the venture.

         The Company is currently engaged in a review of its future business
objectives and plans. In that regard, it may dispose of certain of its assets,
acquire additional assets or enter into a business combination or other
transactions with others or seek to raise additional capital in an effort to
fund any of such ventures.

         On October 5, 1999, the Company entered into an agreement to convert
366,655 shares of the Company's redeemable common stock, par value $0.01 per
share for 1,622,000 shares of the Company's common stock, par value $0.01 per
share. In the third quarter of fiscal 2001, the Company and the holder of the
redeemable common stock agreed to enter into a definitive agreement effective
May 15, 2001.

         As of March 1, 2000, the Company negotiated the sale of its 65% common
stock interest in Resort Club. The transaction was 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 $11.5 million
at September 30, 1999. In addition, the Company agreed to pay down existing
mortgages on condominium units owned by Resort Club and fund a deficit of up to
$800,000 to enable Resort Club to fulfill its obligations pursuant to its
agreements with its members. The sales price for the Resort Club stock is in the
form of a royalty payment based on 3% of future gross sales revenue. As a result
of the sale, a gain of $10,302,712 was recorded which is broken out as follows:

                                       2

<PAGE>


       Net liability of Resort Club 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 the generally accepted accounting
principles.

         For the fiscal years ended September 30, 2001 and September 30, 2000,
Resort Club sold two and four memberships, respectively, for an aggregate
selling price of $25,050 and $45,212, respectively, for which the Company earned
royalty fees of $752 and $1,356, respectively, which the Company fully reserved.

         The Company's operations are currently limited, and therefore it
experiences no competition or seasonal aspects to its activities.

ORGANIZATION

         The Company was incorporated under the laws of the State of Delaware on
October 11, 1979.

EMPLOYEES

         The Company has no full time employees. It employs two persons,
including its President, on a part time basis.



                                       3
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

         The Company's executive offices are at 355 Madison Avenue, Morristown,
New Jersey. Subsequent to November 30, 2000, The Company leases the space on a
month-to-month basis at a rental of $500 per month.

         The Company owns an approximately 1,560 square foot office building
located in Selma, Alabama. The building is unoccupied and is not in use by the
Company.

         See Item 1. Business for a description of other real estate assets
owned by the Company.

ITEM 3.   LEGAL PROCEEDINGS

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

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

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

Due to the amended return as well as availability of the NOL's, the Company did
not accrue a loss contingency for the IRS claim.


                                       4

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the
quarter ended September 30, 2001.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is traded in the over-the-counter market and
quotations appear on the OTC Bulletin Board under the symbol DNIR. The following
table sets forth the range of high and low bid and asked quotations for the
Common Stock during the past two fiscal years as derived from reports furnished
by the National Quotation Bureau, Inc.




QUARTER ENDED                      BID                         ASKED
                         HIGH            LOW             HIGH         LOW

December 31, 1999        $.25          $.25           $.4375        $.4375
March 31, 2000             *             *               *             *
June 30, 2000              *             *               *             *
September 30, 2000         *             *               *             *

December 31, 2000        $.11          $.11           $  .25        $  .25
March 31, 2001           $.15          $.15           $  .53        $  .53
June 30, 2001            $.17          $.17           $  .17        $  .17
September 30, 2001       $.19          $.19           $  .19        $  .19

-------------------
  *Quotations for the Common Stock were not published.

         The above quotations represent prices between dealers and do not
include retail mark-ups, mark-downs or commissions. They do not necessarily
represent actual transactions.


         As of December 18, 2001, the number of record holders of the Company's
Common Stock was approximately 2,500. The Company has never paid a cash dividend
on its Common Stock and anticipated capital requirements make it unlikely that
any cash dividends will be paid on the Common Stock in the foreseeable future.


                                       5

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

         The following discussions and analysis of financial condition and
results of operations should be read in conjunction with the Company's
consolidated financial statements and accompanying notes.

Results of Operations

Fiscal Year 2001 Compared With Fiscal Year 2000

Continuing Operations

         Total revenues were $3,297 in fiscal 2001 compared with $3,597 in
fiscal 2000 or a decrease of $300 or 8.34%. 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 $68,628 in fiscal 2001 compared with
$95,400 in fiscal 2000, or a decrease of $26,772 or 28.06 %. The decrease was
primarily the result of additional charges incurred in fiscal 2000 relating to
moving certain equipment no longer used to storage.

         General and administrative expenses decreased to $1,061,152 in fiscal
2001 from $1,264,467 in fiscal 2000, or by $203,315 or 16.08 % primarily as a
result of lower legal and professional fees. Included in fiscal 2001 is an
accrual of $350,000 relating to the settlement of a claim (see Note 9 to Notes
to the Consolidated Financial Statements). 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 $13,077 in fiscal 2001, compared to
$10,775 in fiscal 2000, resulting in an increase of $2,302, or 21.36 %. This
decrease was the result of approximately $23,000 of depreciable fixed assets
purchased in 2001.

         Interest income was $50,619 in fiscal 2001, compared with $717,655 in
fiscal 2000. The decrease of $667,036 was primarily the result of a reserve of
interest income relating to the Stonehill Recreation loan receivable.

         Interest expense decreased to $450,874 in fiscal 2001, compared with
$603,787 in fiscal 2000. The decrease of $152,913 was the result of a decrease
in debt and a decrease in the interest rate charged on the indebtedness owing to
Berkowitz Wolfman, Inc.

                                       6

<PAGE>


         During the quarter ended December 31, 2000, the Company purchased a
loan participation interest in indebtedness of RiceX, Inc. held by a member of
FoodCeuticals, LLC, a limited liability company organized for the purpose of
making an investment in and acquiring indebtedness of RiceX. The principal
amount of the member's loan participation interest purchased was $91,142, which
represented the remaining balance due, after reflecting repayments of principal
by RiceX, from an original $200,000 investment. In consideration for agreeing to
purchase the loan participation interest, the member also assigned to the
Company its interest in 48,866 shares of RiceX common stock and a warrant to
purchase 194,470 shares of RiceX common stock which were part of the members'
original investment. RiceX repaid the remaining outstanding principal amount of
the loan on or about December 31, 2000.

         During the quarter ended March 31, 2001, the Company recorded receipt
of the RiceX shares and warrants at a per share value of $0.31 and $.01,
respectively, for an aggregate of $17,215.

         Amortization of deferred financing costs consists primarily of deferred
financing costs associated with the Company obtaining its loans from Binghamton
Savings Bank and Public Loan Corp. These costs decreased to $52,082 in fiscal
2001 from $117,034 in fiscal 2000, or a decrease of $64,952.

         In fiscal 2000, the Company incurred a gain on the sale of its
marketable securities of $74,985.

         In fiscal 2001, the Company incurred debt conversion expense of
$214,823 in connection with the conversion of 366,655 shares of the Company's
redeemable common stock.

         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 related 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. As of
September 30, 2001 there was no material change in the market value of the RiceX
common stock. Accordingly, no further adjustments were made to the carrying
value of the RiceX shares and warrants during fiscal 2001.

         Through September 30, 1999, the Company had loaned an aggregate $3.1
million to Stonehill Recreation, the former owner and operator of a
multi-purpose spa facility located in the Great Gorge Village, Vernon, New
Jersey, of which approximately $2.1 was outstanding at September 30, 2001. These
loans are due on demand and are unsecured. During the fiscal year ended
September 30, 2000, a secured lender foreclosed against the assets of Stonehill
which resulted in ownership of Stonehill's spa facility

                                       7

<PAGE>


being transferred to The Spa at Crystal Springs, Inc. ("The Spa at CS") in July
2000. The Company owns, adjacent to the Spa facility, 27 vacant lots on which it
is planning to construct residential condominiums. In addition, the Company is
negotiating the purchase of approximately 70 additional condominium lots and 3
commercial condominium lots. The Spa at CS agreed, in consideration of the
Company entering into a joint venture agreement with it with respect to the
joint development of certain real estate lots, to indemnify the Company from
loss or damage the Company may suffer as a result of claims, costs or judgments
against it arising from loans made to Stonehill Recreation up to the amount of
$3.1 million less a real estate tax refund which has been received of $468,726.
Such indemnification agreement remains in effect from April 1, 2001 until March
31, 2003. Pursuant to such indemnification agreement, The Spa at CS paid
approximately $613,000 to the Company during the year ended September 30, 2001,
which includes a real estate tax refund of approximately $469,000. As part of
the indemnity agreement, The Spa at CS agreed to limit its secured borrowings to
no more than $4.1 million, subject to its ability to use its assets to
cross-collateralize indebtedness of entities affiliated with the Spa.

Discontinued Operations

         As of March 1, 2000, the Company negotiated the sale of its 65% common
stock interest in Resort Club. The transaction was 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 $11.5 million
at September 30, 1999. In addition, the Company agreed to pay down existing
mortgages on condominium units owned by Resort Club and fund a deficit of up to
$800,000 to enable Resort Club to fulfill its obligations pursuant to its
agreements with its members. Pursuant to the terms of the transaction, the
Company is entitled to receive a 3% royalty payment of the gross revenues 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 approximately $10.3 million was recorded which is broken out as follows:

         Net liability of Resort Club 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

                                       8

<PAGE>


         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 the generally accepted accounting
principles.

         For the fiscal years ended September 30, 2001 and September 30, 2000,
Resort Club sold two and four memberships, respectively, for an aggregate
selling price of $25,050 and $45,212, respectively, for which the Company earned
royalty fees of $752 and $1,356, respectively, which the Company fully reserved.

Fiscal Year 2000 Compared With Fiscal Year 1999

         Continuing Operations

         Total revenues were $3,597 in fiscal 2000 compared with $23,367 in
fiscal 1999 or a decline of $19,770 or 84.61%. The decline in revenues was
primarily the result of decreased rental income from the Company's condominiums
in Fort Lee, New Jersey.

         Other operations expenses were $95,400 in fiscal 2000 compared with
$24,865 in fiscal 1999, or an increase of $70,535 or 283.67%. The increase was
primarily the result of expenses related to moving the Company's brewery
equipment located in Vernon, New Jersey to storage. The Company previously had a
security interest in the equipment and took possession in lieu of payment. The
brewery has not been operational since 1994.

         General and administrative expenses increased to $1,264,467 in fiscal
2000 from $819,247 in fiscal 1999, or by $445,220 or 54.35% primarily as a
result of additional taxes due to the State of Alabama, in the amount of
approximately $346,000, offset by decreased legal fees in connection with the
GAR restructuring.

         Depreciation and amortization was $10,775 in fiscal 2000, compared to
$14,926 in fiscal 1999, resulting in a decrease of $4,151 or 27.81%. This
decrease was the result of certain assets being fully depreciated at September
30, 1999.

         Interest income was $816,285 in fiscal 2000, compared with $1,448,117
in fiscal 1999. The decrease of $631,832 was primarily the result of reserving
interest income from Stonehill Recreation.

                                       9

<PAGE>


         Interest expense increased to $702,417 in fiscal 2000, compared with
$652,009 in fiscal 1999. The increase of $50,408 was the result of the increase
in the Berkowitz Wolfman Assoc., Inc. loan and the increased loan facility with
Binghamton Savings Bank and increased interest rates.

         During fiscal 1999, the Company recognized financing fee income of
$531,714 in connection with the FoodCeuticals transaction.

         Amortization of deferred financing costs consists primarily of deferred
financing costs associated with the Company obtaining its loans from Binghamton
Savings Bank and Public Loan Corp. These costs increased to $117,034 in fiscal
2000 from $102,709 in fiscal 1999, or an increase of $14,321 which was the
result of a full year's amortization of costs associated with the Binghamton
loan closing on January 15, 1999.

         In fiscal 2000, the Company incurred a gain on the sale of its
marketable securities of $74,985 as compared to a loss on the sale of marketable
securities in fiscal 1999 of $38,832.

         In fiscal 1999, the Company incurred a gain on the sale of Real Estate
and RTC Mortgages of $11,764.

Discontinued Operations

         For the period ended September 30, 2000, Resort Club sold four
memberships for an aggregate selling price of $45,212 for which the Company
earned a royalty fee of $1,356 which the Company fully reserved.

Liquidity and Capital Resources

         During fiscal 2001, the Company had a net loss of $2,536,310. Included
in the net loss is depreciation of $13,077, 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 and an income tax expense of
$286,944 all of which are non-cash expenses.

         Also during fiscal 2001, changes in assets and liabilities included a
decrease in cash resulting from changes in prepaid expenses and other assets of
$25,781, deferred revenue of $35,210, accounts payable and accrued liabilities
of $51,504 offset by an increase in other receivables of $66,052 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 $937,300.

                                       10

<PAGE>


         During fiscal 2001, investing activities provided net cash of
approximately $1,503,600 and includes primarily the proceeds of the
FoodCeuticals loan of $948,655 and proceeds from the Stonehill Recreation Note
of $612,926.

         During fiscal 2001, financing activities used net cash of $578,980
which resulted from the repayment of borrowings.

         Accordingly, during fiscal 2001, the Company's cash decreased by
approximately $12,700.

         The Company remains liable as guarantor on approximately $823,600 of
secured debt of its former subsidiary, Resort Club. These liabilities are
currently being paid out of Resort Club membership receivables. To the extent
these liabilities are not paid, the Company will remain liable for the balance.

         The Company obtains the funds to support its activities primarily from
collections of the Stonehill Recreation note receivable outstanding at September
30, 2001 in the amount of approximately $2.1 million pursuant to an indemnity
agreement with The Spa at CS. The Spa at CS agreed, in consideration of the
Company entering into a joint venture agreement with it with respect to the
joint development of certain real estate lots, to indemnify the Company from
loss or damage the Company may suffer as a result of claims, costs or judgments
against it arising from loans made to Stonehill Recreation up to the amount of
$3.1 million less a real estate tax refund which has been received of $468,726.
Such indemnification agreement remains in effect from April 1, 2001 until March
31, 2003. The loans owing by Stonehill Recreation to the Company are due on
demand and are unsecured. Pursuant to such indemnification agreement, The Spa at
CS paid approximately $613,000 to the Company during the year ended September
30, 2001, which includes a real estate tax refund in the amount of approximately
$469,000. As part of the indemnity agreement, The Spa at CS agreed to limit its
secured borrowings to no more than $4.1 million, subject to its ability to use
its assets to cross-collateralize indebtedness of entities affiliated with the
Spa.

         During fiscal 2000, the Company's loan with Berkowitz Wolfman increased
by approximately $1,490,000 which included accrued interest of approximately
$349,000. During the same period the Company repaid the loan by approximately
$2,748,000. Included in the amount repaid was the assignment of the Trust
Inventory held in the Resort Club Inventory Trust valued at $272,332, Resort
Club membership receivables valued at $879,082, after deducting obligations to
be paid by Berkowitz Wolfman out of such receivables, and a real estate tax
refund of $468,926. At September 30, 2001, the Company was indebted to Berkowitz
Wolfman in the amount of approximately $2.4 million.

         The assignment of the remainder interest in the Trust's condominium
units was valued at $272,332 for the purpose of determining the amount to be
credited against the debt, representing

                                       11

<PAGE>


the parties' estimate at the time of the present value, discounted at 10%, of
the value of the future interest in the condominium inventory, based upon the
actual remaining years each condominium would be held in the trust. Under the
terms of the assignment, this valuation can be subsequently challenged by either
party. Accordingly, if this valuation is subsequently challenged and the effect
is to reduce the valuation, the Company's obligation to Berkowitz Wolfman may be
greater.

         The note owing to Berkowitz Wolfman was originally due on demand and in
December 2000 the due date was extended to December 1, 2001. In the second
quarter of fiscal 2001, the due date was further extended to December 1, 2002.
At the same time, the interest rate on the note was reduced from 15% to 10% per
annum. In consideration for this extension and reduction of the interest rate,
the Company made the assignments as described above in the aggregate amount of
approximately $1.6 million. Berkowitz Wolfman agreed to pay obligations of
Resort Club Aggregating approximately $2.1 million out of the membership
receivables assigned to it.

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. At the end of the
fiscal year ended September 30, 1999, these operations were treated as
discontinued.

         The Company is currently engaged in a review of its future business
objectives and plans. In that regard, it may dispose of certain of its assets,
acquire additional assets or enter into a business combination or other
transactions with others or seek to raise additional capital in an effort to
fund any of such ventures.

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.

                                       12

<PAGE>


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 Quarterly Reports on Form 10-QSB/A, and its Current Reports on Form
8-K. These risk factors could cause the Company's operating 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.

                                       13

<PAGE>


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. Because of the Company's existing outstanding obligations, it
may be unsuccessful in entering into any business transaction.

Need for Additional Capital. The Company had cash of $13,346 and liabilities of
$4,246,440 including current liabilities of $1,725,436 as of September 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, as well as repay existing outstanding
indebtedness. 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. The Company remains liable as guarantor on approximately
$823,600 of secured debt of its former subsidiary, Resort Club. These
liabilities are currently being paid out of Resort Club membership receivables.
To the extent these liabilities are not paid, the Company will remain liable for
the balance.

Dependence on Others For Funds. In order to have funds for its current
activities, the Company remains substantially dependent upon The Spa at CS to
fulfill its obligations to under an indemnity agreement relating to the
Stonehill Recreation note receivable. It also is dependent upon
Berkowitz/Wolfman, Inc. for funds from time to time. Berkowitz/Wolfman, Inc. is
a creditor of the Company but is not obligated to advance funds to the Company.
The failure of The Spa at CS or Berkowitz/Wolfman, Inc. to provide funds to the
Company to meet its requirements could materially adversely affect the Company's
financial condition and ability to meet its obligations as they come due.

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.

                                       14

<PAGE>


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.

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

                                       15

<PAGE>


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.

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.

ITEM 7. FINANCIAL STATEMENTS

Financial statements are attached hereto. See pages F-1, et seq.


                                       16
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         During the two fiscal years ended September 30, 2001, the Company has
not filed any Current Report on Form 8-K reporting any change in accountants in
which there was a reported disagreement on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>


NAME                          AGE       PRINCIPAL OCCUPATION                                DIRECTOR SINCE
<S>                            <C>      <C>                                                      <C>
Joseph R. Bellantoni *         39       Treasurer; Chief Financial Officer; Chief                1995
                                        Executive Officer and Director
Maureen Kosminsky              36       Vice President and Secretary                               --
Paul J. Donahue (+)*           68       Director                                                 1995
Thomas Conlin (+)              67       Director                                                 1996

</TABLE>


------------
         (*) Member of the Executive Committee.  The Executive
Committee is responsible for oversight with respect to executive
decisions.
         (+)  Member of the Audit Committee.

Directors and Executive Officers.

         Mr. Bellantoni is a Director and President of the Company. Mr.
Bellantoni joined the Company as a Director and Treasurer in April, 1995. He
devotes approximately 10% of his time to the Company. Mr. Bellantoni was
previously employed by Great American Recreation, Inc., the former
owner/operator of Vernon Valley/Great Gorge ski area and Action Park located in
Vernon, New Jersey, through October 1996. Mr. Bellantoni had been employed by
Great American since February 1989, where he became Vice President of
Administration in 1993 and Chief Financial Officer in June 1994. Mr. Bellantoni
is currently a director and Chief Financial Officer of reorganized Great
American, GAR, Inc. From May 1987 to February 1989, Mr. Bellantoni was employed
by Jaymont Properties, Inc., an owner, developer, and manager of commercial real
estate as a Project Analyst. Prior to working with Jaymont, Mr. Bellantoni was
employed by KPMG from November 1983 through May 1987.

         Maureen Kosminsky is Vice President and Secretary of the Company.


                                       17

<PAGE>

         Mr. Donahue is currently employed by Ballyowen Golf Club as a Pro Shop
Manager. Prior to working at Ballyowen, Mr. Donahue was employed as a Bank
Examiner with the State of Florida in 1994 and from 1990 through 1993, he was
employed by Midlantic Bank as a Vice President.

         Mr. Conlin became a Director of the Company in November 1996. He has
been engaged in the business of real estate sales for more than the past five
years. Prior to his involvement in real estate, Mr. Conlin was a member of the
New York Stock Exchange.

         No Director is a director of any other company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of that Act or any company
registered as an investment company under the Investment Company Act of 1940
with the exception of Joseph R. Bellantoni who is also a director of GAR, Inc.

         Compliance with Section 16(a) of the Exchange Act

         Based solely on a review of Forms 3 and 4 and any amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934, or representations that no Forms 5 were required, the Company
believes that with respect to fiscal 2000, all Section 16(a) filing requirements
applicable to its officers, directors and beneficial owners of more than 10% of
its equity securities were timely complied with in fiscal 2000.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth all cash compensation paid or accrued by
the Company during the three years ended September 30, 2001 to its Chief
Executive Officer and any other executive officer who received compensation in
excess of $100,000 in any such fiscal year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>



                               ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                               ------------------------------------------------------------------------
                                                          BONUS/ANNUAL    SECURITIES      LONG-TERM
          NAME AND                                          INCENTIVE     UNDERLYING      INCENTIVE       ALL OTHER
     PRINCIPAL POSITION          YEAR         SALARY          AWARD         OPTIONS        PAYOUTS      COMPENSATION
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>              <C>            <C>             <C>           <C>
Joseph R. Bellantoni, Chief      2001        $15,000          $-0-           $-0-            $-0-          $4,800
Executive Officer                2000        $75,000          $-0-           $-0-            $-0-          $ -0-
                                 1999        $100,000         $-0-           $-0-            $-0-          $ -0-


</TABLE>


No options were granted or exercised during fiscal 2001.

                                       18

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of December 18, 2001, information
with respect to each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to the
Company to be the beneficial owner of more than five percent of the Company's
Common Stock as well as the number of shares of Common Stock beneficially owned
by all Directors of the Company and all Directors and officers of the Company as
a group. The percentages have been calculated on the basis of treating as
outstanding for a particular holder, all shares of the Company's Common Stock
outstanding on said date and all shares issuable to such holder in the event of
exercise of outstanding options owned by such holder at said date.

<TABLE>
<CAPTION>


Name of Beneficial Owner (1)                     Number of Shares Beneficially     Percentage of Outstanding Common
------------------------                         ------------------------------    --------------------------------
                                                            Owned(2)                             Stock
                                                            -----                                -----
<S>                                                          <C>                                 <C>
Joseph R. Bellantoni                                         - 0 -                               - 0 -
Paul J. Donahue                                              - 0 -                               - 0 -
Thomas Conlin                                                - 0 -                               - 0 -
All Officers and Directors as a Group                        - 0 -                               - 0 -
(three persons)
Amos Phillips                                              1,111,111                             12.0%
Venturetek, LP                                              555,555                               6.0%
Kinder Investments                                          555,555                               6.0%

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since October 1, 1998, the Company has not been a party to any material
transaction with any officer, Director or holder of more than 5% of the
outstanding common stock of the Company.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                             Page
                                                                      ----

(a)  (1) Financial Statements.

     Independent Auditors' Report                                     S-1
     Consolidated Balance Sheet - September 30, 2001                  S-2-3
     Consolidated Statements of Operations
            years ended September 30, 2001 and 2000                   S-4
     Consolidated Statements of Stockholders'
      Deficit - years ended September 30, 2001 and 2000               S-5
     Consolidated Statements of Cash Flows -
            years ended September 30, 2001 and 2000                   S-6-7
     Notes to Consolidated Financial Statements                       S-8-21

                                       19

<PAGE>


    (2) FINANCIAL STATEMENT EXHIBITS - NONE

(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during
the quarter ended September 30, 2001.

(c) Exhibits:
         3 (a)  Certificate of Incorporation of Registrant and Amendment No.1
                thereto (1)

           (b)  Certificate of Amendment dated June 24, 1992 to Certificate of
                Incorporation reducing the authorized shares of Common Stock to
                25,000,000, increasing the par value to $.01 per share and
                effecting a one-for-four reverse stock split (2)

           (c)  By-laws of Registrant (1)

         4 (d)  Specimen Common Stock Certificate, $.01 par value (2)

         10(h)  Consulting Agreement and First Amendment to the Consulting
                Agreement dated November 11, 1989 between the Registrant and
                Gene W. Mulvihill (3)

         10(i)  Resort Club Inventory Trust dated as of June 15, 1999 among
                Resort Club, Inc., Comet Management, L.L.C. and Resort Club
                Fulfillment Corporation (filed as an exhibit to the Company's
                Annual Report on Form 10-KSB for the year ended September 30,
                2000)

         10(j)  Amendment dated as of June 15, 1999 to Resort Club Inventory
                Trust (filed as an exhibit to the Company's Annual Report on
                Form 10-KSB for the year ended September 30, 2000)

         10(k)  Agreement dated as of July 1, 1999 among Diamond Leasing and
                Management Corp., Dominion Resources, Inc., and Resort Club,
                Inc. (filed as an exhibit to the Company's Annual Report on
                Form 10-KSB for the year ended September 30, 2000)

         10(l)  Agreement dated as of June 15, 1999 between Resort Club, Inc.
                and Resort Club Inventory Trust (filed as an exhibit to the
                Company's Annual Report on Form 10-KSB for the year ended
                September 30, 2000)

         10(m)  Campground and Amenities Trust dated as of June 15, 1999 between
                Resort Club Inventory Trust and Resort Club, Inc. (filed as an
                exhibit to the Company's Annual Report on Form 10-KSB for the
                year ended September 30, 2000)

-----------
 (1) Filed as an exhibit to the Registration Statement on Form S-1 (File No.
     2-66471) of the Registrant and incorporated herein by reference.

 (2) Filed as an exhibit to the Registrant's annual report on Form 10-KSB for
     the year ended September 30, 1992 and incorporated herein by reference.

 (3) Filed as an exhibit to the Registrant's annual report on Form 10-K for the
     year ended September 30, 1989 and incorporated herein by reference.


22. Subsidiaries of Registrant:


NAME                                            STATE OF INCORPORATION
----                                            ----------------------
Dominion Cellular, Inc.                         New Jersey
Diamond Leasing and Management Corp.            Delaware
Diamond World Funding Corp.                     New Jersey

                                       20

<PAGE>


(d) Financial statements omitted from annual report to shareholders filed
herewith - None.

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange 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
                                                --------------------------------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

SIGNATURE                  TITLE                                      DATE

/s/ Joseph R. Bellantoni   Treasurer, Chief Financial              May 7, 2002
------------------------   Officer, Chief Executive
Joseph R. Bellantoni       Officer and Director


/s/ Maureen Kosminsky      Vice President and Secretary            May 7, 2002
------------------------
Maureen Kosminsky

/s/ Paul J. Donahue        Director                                May 7, 2002
------------------------
Paul J. Donahue


/s/ Thomas Conlin          Director                                May 7, 2002
------------------------
Thomas Conlin




                                       21
<PAGE>


INDEPENDENT AUDITORS' REPORT




Dominion Resources, Inc. and Subsidiaries
Morristown, New Jersey

We have audited the accompanying consolidated balance sheet of Dominion
Resources, Inc. and Subsidiaries as of September 30, 2001, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
each of the two fiscal years ended September 30, 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dominion Resources, Inc. and
Subsidiaries as of September 30, 2001, and the results of its operations and
cash flows for the two fiscal years ended September 30, 2001, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no material revenues, has suffered
recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Liebman, Goldberg, & Drogin, L.L.P.
Garden City, New York

December 26, 2001


(May 2, 2002 as to Notes 1,2,4,8 and 11)



                                       S-1

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2001


ASSETS

Current assets:
Cash and cash equivalents                                             $   13,346
Investment in marketable securities                                          554
Other receivables                                                          5,494
Mortgage receivables                                                      33,043
RTC Mortgages                                                              8,361
Prepaid expenses and other assets                                         33,266
      Total current assets                                                94,064

Property, equipment, furniture, and fixtures, net
  of accumulated depreciation and amortization
   (Note 1)                                                              157,181

 Other assets:
  Mortgage receivables                                                   150,422
  Other receivables                                                       44,267
  Note Receivable - Stonehill Recreation (Note 4)                      2,056,000
  Investment in RiceX, Inc. (Note 5)                                      41,827
  Joint Venture - Condominiums at Stonehill                              495,941
  Real estate - Fort Lee Properties                                      137,328
         Total other assets                                            2,925,785

         Total assets                                                 $3,177,030






                             See accompanying notes


                                       S-2



<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
SEPTEMBER 30, 2001

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable and accrued liabilities (Note 6)                  $ 1,461,798
 Secured Debt, current portion (Note 8)                                 248,999
 Notes payable, (Note 8)                                                 14,639
      Total current liabilities                                       1,725,436

Long-term liabilities:
 Secured Debt, net of current maturities (Note 8)                     2,494,460
 Notes Payable (Note 8)                                                  26,544
       Total long-term liabilities                                    2,521,004

Commitments and contingencies (Note 9)

Stockholders' deficit:
 Common stock, $0.01 par value;
 Authorized - 25,000,000 shares;
  issued and outstanding - 9,252,576 shares                              92,526
 Additional paid-in capital                                           7,093,087
 Accumulated deficit                                                 (6,813,251)
 Accumulated Other Comprehensive Loss                                   (40,859)
Less: 1,350,646 shares held in treasury                              (1,400,913)
     Total stockholders' deficit                                     (1,069,410)

     Total liabilities and stockholders' deficit                    $ 3,177,030








                             See accompanying notes


                                       S-3




<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>


                                                                         2001                     2000
                                                                         ----                     ----
<S>                                                                 <C>                       <C>

Revenues
  Other revenue                                                     $      3,297              $      3,597
       Total revenues                                                      3,297                     3,597

Expenses:
  Other operations                                                        68,628                    95,400
  General and administrative expenses                                  1,061,152                 1,264,467
  Depreciation and amortization                                           13,077                    10,775
       Total expenses                                                  1,142,857                 1,370,642

Loss from operations                                                  (1,139,560)               (1,367,045)

Other income (expenses):
  Interest income                                                         50,619                   717,655
  Interest expense                                                      (450,874)                 (603,787)
  RiceX                                                                   17,215                         0
  Amortization of deferred financing costs                               (52,082)                 (117,034)
  Gain on sale of marketable securities                                      -0-                    74,985
  Debt conversion expense                                               (214,823)                      -0-
  Unrealized loss on valuation of RiceX investment                           -0-                  (459,191)
  Bad debt expense                                                      (459,861)                 (532,922)
      Total other income (expenses)                                   (1,109,806)                 (920,294)

Loss from continuing operations before
  income taxes                                                        (2,249,366)               (2,287,339)
Income taxes (Note 7)                                                    286,944                       -0-

Loss from continuing operations                                       (2,536,310)               (2,287,339)

Discontinued Operations:
  Gain on sale of Resort Club less applicable
    taxes of $-0-                                                            -0-                10,302,712

Net income from discontinued operations                                      -0-                10,302,712

Net income (loss)                                                   $ (2,536,310)             $  8,015,373

Loss per common share -
  continuing operations                                             $      (0.31)             $      (0.30)

Income per common share -
  discontinued operations                                           $       0.00              $       1.35

Net income (loss)per common share                                   $      (0.31)             $       1.05

Weighted average number of share used in
  computing net income (loss) per share                                8,243,825                 7,630,576


</TABLE>


                             See accompanying notes

                                       S-4



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2001 and 2000

<TABLE>
<CAPTION>


                                      Capital
                 Common     Par       in Excess        Accum            Other                  Treasury
                 Stock      Value     of Par           Deficit          Comprehensive Loss     Stock            Total
                 -----      -----     ------           -------          ------------------     -----            -----
<S>            <C>         <C>       <C>             <C>                <C>                    <C>               <C>

Balance -
September
30, 1999       7,630,576   $76,306   $5,819,484     $(12,292,314)             0                $(1,400,913)      $(7,797,437)

Net Income                                             8,015,373                                                   8,015,373

Unrealized
losses on
securities                                                              (34,836)                                     (34,836)

Balance -
September
30, 2000       7,630,576    76,306    5,819,484       (4,276,941)       (34,836)                (1,400,913)          183,100




Conversion of
 Redeemable
 Common
 Stock         1,622,000    16,220    1,273,603                                                                    1,289,823

Net Loss                                              (2,536,310)                                                 (2,536,310)

Unrealized
Losses on
Securities                                                               (6,023)                                      (6,023)

Balance -
September
30, 2001       9,252,576   $92,526   $7,093,087      $(6,813,251)       (40,859)               $(1,400,913)      $(1,069,410)


</TABLE>



                                                See accompanying notes

                                                         S-5


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>


                                                                        2001                       2000
                                                                        ----                       ----
<S>                                                                <C>                         <C>

Cash flows from operating activities:
  Net income (loss)                                                $ (2,536,310)               $  8,015,373

Adjustments to reconcile net income
 to net cash (used in) operating activities:
  Depreciation and amortization                                          13,077                      10,775
  Amortization of deferred financing costs                               52,082                     117,034
  Amortization of interest income                                           -0-                     (60,017)
  Gain on sale of Resort club                                               -0-                 (10,302,712)
  Bad debt expense                                                      459,861                     532,922
  Debt conversion expense                                               214,823                         -0-
  Income tax benefit                                                    286,944                         -0-
  Unrealized loss on valuation
     of RiceX investment                                                    -0-                     459,191

Changes in assets and liabilities:
  Membership receivables                                                618,643                     988,618
  Other receivables                                                      66,052                     202,845
  Prepaid expenses and other assets                                     (25,781)                       (106)
  Accounts payable and accrued liabilities                              (51,504)                    (91,729)
  Deferred revenue                                                      (35,210)                   (140,841)
Net cash (used in) operating activities                                (937,323)                   (268,647)

Cash flows from investing activities:
  Sale of Marketable Securities                                             702                      31,012
  Investment in real estate and real estate
    related activities                                                  (18,459)                      1,122
  RiceX Note Receivable                                                     -0-                   1,750,000
  RiceX Loan Participation                                              948,655                    (948,655)
  RiceX Investment                                                      (17,215)                    329,593
  Stonehill Recreation note receivable                                  612,926                          45
  Capital Expenditures                                                  (23,032)                    (39,706)
Net cash provided by investing
  activities                                                          1,503,577                   1,123,411

Cash flows from financing activities:
  Repayment of borrowings                                              (578,980)                   (835,802)
  Purchase of redeemable common stock                                       -0-                     (75,000)
Net cash(used in) financing
  activities                                                           (578,980)                   (910,802)

Decrease in cash and cash equivalents                                   (12,726)                    (56,038)
Cash and cash equivalents, October 1,                                    26,072                      82,110
Cash and cash equivalents, September 30,                           $     13,346                $     26,072


</TABLE>



                             See accompanying notes

                                       S-6


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


                                                      2001             2000
                                                      ----             ----

  Gain on sale of Resort Club (Note 2)                -0-           (10,302,712)
  Membership receivables (Note 2)                     -0-            (1,456,917)
  Accrued Interest and other
    receivables (Note 2)                              -0-            (1,065,472)
  Prepaid expenses and other
    assets (Note 2)                                   -0-              (235,566)
  Accounts Payable and accrued
    expenses (Note 2)                                 -0-              (673,311)
  Fixed assets (Note 2)                               -0-               (91,412)
  Debt (Note 2)                                       -0-            13,825,390
  Membership Receivables (Notes 2&8)               (1,701,989)          -0-
  Real estate related activities (Notes 2&8)         (272,332)          -0-
  Accounts Payable (Notes 2&8)                        822,907           -0-
  Debt  (Notes 2&8)                                 1,151,414           -0-
  Common Stock (Note 10)                              (16,220)          -0-
  Additional Paid In Cap (Note 10)                 (1,273,603)          -0-
  Accumulated deficit (Note 10)                       214,823           -0-
  Redeemable Common Stock (Note 10)                 1,075,000           -0-

Total Non-Cash Operating, Investing
      and Financing Activities                   $    -0-          $    -0-















                             See accompanying notes

                                       S-7






<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


1.  Summary of Significant Accounting Policies

Nature of Business

Dominion Resources, Inc. (the "Company") was incorporated under the laws of the
State of Delaware on October 11, 1979. From time to time, the Company has
acquired real property or other assets where it believes there are favorable
investment opportunities.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Dominion Resources, Inc. and the accounts of all majority-owned subsidiaries,
hereinafter referred to as the "Company". The consolidated balance sheet is a
classified presentation, which distinguishes between current and non-current
assets and liabilities. The Company believes that a classified balance sheet
provides a more meaningful presentation consistent with the business cycles of
the Company's operations. All significant inter-company accounts and
transactions have been eliminated in consolidation.



Going Concern

The Company's consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. For the year ended September 30, 2001 the Company
incurred a net loss of $2,536,310. In addition, the Company used net cash from
operating activities of $937,323. As of September 30, 2001, the Company's
current liabilities exceeded its current assets by $1,631,372 and it had no
material revenues.



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







                                       S-8

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

1. Summary of Significant Accounting Policies (Continued)

Property, Equipment, Furniture, and Fixtures

Property, equipment, furniture, and fixtures are stated at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of seven
years for furniture, fixtures and equipment, and thirty years for buildings and
improvements.

Property, equipment, furniture, and fixtures consisted of the following at
September 30, 2001:

Buildings and improvements                                              $127,502
Furniture, fixtures and equipment                                        134,215
     Subtotal                                                            261,717
  Less:  Accumulated depreciation and
   amortization                                                          104,536
Net property, equipment, furniture, and fixtures                        $157,181

Depreciation expense for the years ended September 30, 2001 and 2000 is $13,077
and $10,775, respectively.

Earnings Per Common Share

The Company adopted Financial Standards Board (FASB) Statement No. 128,
"Earnings per Share". The statement established standards for computing and
presenting earnings per share (EPS). It replaced the presentation of primary EPS
with a basic EPS and also requires dual presentation of basic and diluted EPS on
the face of the income statement. Basic income/(loss) per share was computed by
dividing the Company's net income/(loss) by the weighted average number of
common shares outstanding during the period. The weighted average number of
common shares used to calculate income/(loss) per common share for the years
ended September 30, 2001 and 2000 was 8,243,825 and 7,630,576 respectively.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

Concentration of Credit Risk

The Company currently maintains cash accounts with financial
institutions, which at various times may exceed the maximum insured by the
Federal Depository Insurance Corporation.




                                       S-9

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

1. Summary of Significant Accounting Policies (Continued)

Investments

Investment securities, which consist principally of common stock, are accounted
for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." This standard requires that debt and equity securities
be classified as either trading, available-for-sale or held-to-maturity. As of
September 30, 2001 all of the Company's securities were available for sale.

Securities classified as available for sale are recorded at fair value.
Unrealized gains and losses, net of the related tax effects, on available for
sale securities are excluded from earnings and are reported in stockholders'
equity as a component of accumulated other comprehensive earnings (loss) until
realized. The cost of securities sold is based on the specific identification
method.

Unrealized losses that are other than temporary are recognized in earnings. A
loss is recognized to the extent by which the fair market value of the
investment security has declined below its carrying value and the value is other
than a temporary impairment.

Comprehensive Income (Loss)

SFAS No. 130 "Reporting Comprehensive Income," requires unrealized gains and
losses on the Company's available for sale securities to be included in Other
Comprehensive Income. The Company has recorded unrealized losses on securities
as Other Comprehensive Loss in the amount of $6,023 and $34,836 for the years
ended September 30, 2001 and 2000, respectively.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements as
well as the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments", requires
disclosures of the fair value information whether or not recognized in the
balance sheet where it is practicable to estimate that value. The carrying value
of cash, cash equivalents, receivables and notes payable approximate fair value.

                                      S-10


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

1.  Summary of Significant Accounting Policies (Continued)

Rental Income

The Company owns three condominium units in Fort Lee, New Jersey. The Company
purchased a note and mortgage on these units in December 1995. The Company
acquired the fee ownership of these units in July 1996 through a deed in lieu of
foreclosure. The Company is holding these units for resale. Two of the units had
been rented on a month - to - month basis. As of September 30, 2001, these two
units were not rented. The third unit, which is rent controlled, is currently
rented for $300 per month. The Company recognizes rental income as it is
received.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation

2.   Discontinued Operations - Resort Club

In September, 1999, the Board of Directors adopted a plan to dispose of the
Resort Club through sale or liquidation. In connection with the Company's
disposal plan, Resort Club ceased operations as of September 1999. Net
liabilities of the Resort Club at September 30, 1999 are as follows:


                                                                         1999
                                                                         ----

Cash                                                               $     72,642
Member receivables, net                                               1,266,167
Accounts receivable other, net                                          179,798
Other assets                                                            235,566
Fixed assets, net                                                        91,412
Accounts payable and accrued liabilities                             (1,560,157)
Secured debt                                                         (2,193,797)
Unsecured debt                                                      (11,631,593)
Net liabilities                                                    $(13,539,962)

                                      S-11




<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

2. Discontinued Operations - Resort Club (continued)

Net assets exclude approximately $3,500,000 of membership receivables that were
credited against advances that were made from its former parent and affiliated
corporation, Dominion Resources, Inc. and Diamond Leasing and Management Corp.,
a subsidiary of Dominion Resources, Inc. Net liabilities of Resort Club exclude
debt owed to Dominion Resources, Inc. and Diamond Leasing and Management Corp.,
of approximately $19,983,000 as of September 30, 1999. At the time Resort Club
was a subsidiary, this debt and corresponding receivable had been eliminated in
the consolidated financial statements of the Company. Of the outstanding
indebtedness of Resort Club as of September 30, 1999 aggregating approximately
$15,386,000, the Company, including its subsidiaries were liable on an aggregate
of approximately $1,394,000 of the secured debt of it former subsidiary, Resort
Club. To the extent these liabilities of approximately $1,394,000 were not paid
out of the liquidated assets of Resort Club, the Company would remain liable for
the balance.

Resort Club Accommodation Inventory Held in Trust

Management determined that in order to adequately assure to the members the
availability of the Resort Club accommodations, title to certain of the resort
condominium properties needed to be conveyed to and held by a trustee. A trustee
holds fee simple title and leasehold interests to 42 condominium units including
27 units that are the subject of mortgages aggregating as of September 30, 1999
approximately $1,194,000. These mortgages will be repaid out of the net member
receivables of Resort Club aggregating approximately $1,266,000 as of September
30, 1999. The trustee will administer the collection of the annual maintenance
assessments from membership owners, which will be applied to the payment of
insurance, taxes, maintenance fees and capital improvements. Under the trust
agreement, the Company has the right to rent unused inventory and collect rental
income. However, the Company has not collected such income. Such income is used
to cover the deficiency in meeting the annual maintenance and operating expenses
of the properties. It is unlikely, because of the magnitude of the deficiency,
that any such rental collections will ever be collected by the Company. Under
the trust agreement, the Company has the right to replace the Trustee of the
Trust on thirty days notice. Under the terms of the trust, the trust assets will
revert to the Company upon the expiration of the term of the trust and from time
to time prior thereto to the extent the assets are not required by the Trust to
fulfill the availability requirements of members. The trust will continue until
the expiration date of the last membership interest, estimated to occur
primarily in 2023 to 2024. The condominiums in trust have been recorded on the
Company's books in the amount of $272,000 as of September 30, 2000. In fiscal
2001 the Company transferred its interest in the Trust assets to Berkowitz
Wolfman as a reduction in principal of an outstanding note and as consideration
for modifying the loan (see Note 8).

                                      S-12

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

2.   Discontinued Operations - Resort Club (continued)

As of March 1, 2000, the Company negotiated the sale of its 65% interest in
Resort Club. The transaction is effective October 1, 1999, and requires the
Company to use its best efforts but is not obligated to restructure certain
notes payable to GAR, Inc. and others, which aggregate approximately $11,483,000
at September 30, 1999. In addition, the Company agreed to pay down existing
mortgages on condominium units owned by Resort Club and fund a deficit of up to
$800,000 to enable Resort Club to fulfill its obligations pursuant to its
agreements with members. Pursuant to the terms of the transaction, the Company
is entitled to receive a 3% royalty payment of the gross revenues 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 liability of Resort Club
    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 the generally accepted accounting principles.

For the years ended September 30, 2001 and 2000, Resort Club sold two and four
memberships for an aggregate selling price of $25,050 and $45,212,respectively.
Accordingly, the Company earned a royalty fee of $752 and $1,356, respectively,
which the Company fully reserved.

During the second quarter of fiscal 2001 the Company transferred its remaining
interest in Resort Club membership receivables to Berkowitz Wolfman in the
amount of $879,082 as a reduction in principal and as consideration for
modifying the loan(see Note 8). Membership receivables were recorded net of
certain obligations assumed by Berkowitz Wolfman including the repayment of
secured debt of approximately $1,630,724 and funding of the Trust fulfillment
deficit of approximately $480,000. The Company is a guarantor of approximately
$823,600 of the secured debt.

                                      S-13

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

3.   Related Party Transactions

Since October 1, 1998, 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.

4. Note Receivable- Stonehill Recreation Corporation

Through September 30, 1999, the Company had loaned an aggregate $3,128,787 to
Stonehill Recreation, the former owner and operator of a multipurpose spa
facility located in the Great Gorge Village, Vernon, New Jersey. These loans are
due on demand and are unsecured. During the year ended September 30, 2000, a
secured lender foreclosed against the assets of Stonehill, which resulted in
ownership of Stonehill's spa facility being transferred to The Spa at Crystal
Springs, Inc. ("The Spa at CS") in July 2000. The Company owns 27 condominium
lots in Vernon, New Jersey. In addition, the Company is negotiating the purchase
of approximately 70 additional condominium lots and 3 commercial condominium
lots. The Spa at CS agreed, in consideration of the Company entering into a
joint venture agreement with it with respect to the joint development of certain
real estate lots, to indemnify the Company from loss or damage the Company may
suffer as a result of claims, costs or judgments against it arising from loans
made to Stonehill Recreation up to the amount of $3.1 million less a real estate
tax refund which has been received in the amount of $468,726. Such
indemnification agreement remains in effect from April 1, 2001 until March 31,
2003. The loans owing by Stonehill Recreation to the Company are due on demand
and are unsecured. Pursuant to such indemnification agreement, The Spa at CS
paid approximately $613,000 to the Company during the year ended September 30,
2001, which includes a real estate tax refund of approximately $469,000. As part
of the indemnity agreement, The Spa at CS agreed to limit its secured borrowings
to no more than $4.1 million, subject to its ability to use its assets to
cross-collateralize indebtedness of entities affiliated with the Spa. Because
the indemnity does not cover interest, the Company recorded a discount of
approximately $459,900 in order to yield an effective interest rate of 9.5%
assuming a balloon payment on March 31, 2003. For the year ended September 30,
2001 the Company recorded $106,590 of original issue discount interest which it
fully reserved. Accordingly, the carrying value of the Stonehill Recreation note
receivable as of September 30, 2001 was approximately $2,056,000.


5. RiceX Note

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, L.L.C. ("FoodCeuticals")
whereby the Company contributed its secured loan, including accrued interest,
due from RiceX in the aggregate of approximately $2



                                      S-14


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

5. RiceX Note (continued)

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 OTC Bulletin Board under the symbol "RICX". 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 the amount of $1.75 million, plus accrued interest of
approximately $320,750. Pursuant to the Loan Participation Agreement,
approximately $912,900 of these proceeds were paid over to Foodceuticals as its
pro-rata share of the loan proceeds. On December 31, 2000 RiceX repaid the $1.85
million note. Approximately $949,000 of the proceeds of this payment was paid to
the Company as its pro-rata share of the loan proceeds.

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 related
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. As of September 30, 2001 there
was no material change in the market value of the RiceX common stock.
Accordingly, no further adjustments were made to the carrying value of the RiceX
shares and warrants during fiscal 2001.

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.






                                      S-15

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

6.  Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at September 30, 2001 consist of the
following:

Accounts payable                                                      $   22,130
Accrued reserve to former president                                      350,000
Accrued real estate taxes                                                 55,326
Accrued condo association fees                                            80,110
Accrued income taxes                                                     921,214
Accrued interest                                                          33,018
                                                                      $1,461,798

The accrued income taxes of $921,214 represent unpaid taxes including interest
and penalties due the state of Alabama, which remain unpaid.

7.  Income Taxes

The tax expense (benefit) for the years ended September 30, 2001 and 2000
consists of the following components:

                                         2001               2000
                                         ----               ----
Current
    Federal                          $    286,944         $(43,118)
    State                                  -0-             (22,213)
                                          286,944          (65,331)
Deferred
    Federal                                -0-               -0-
    State                                  -0-               -0-
                                           -0-               -0-

                                     $    286,944         $(65,331)

The income tax benefit for the year does not bear the expected relationship
between pretax loss and the federal corporate income tax rate of 34% because of
the direct effect of state and local income taxes.

The reconciliation between the actual and expected federal tax is as follows:

Federal corporate tax rate of 34% and applicable
 AMT applied to pretax loss                             $   286,944    $(39,155)

State and local taxes, net of federal benefit                -0-        (20,418)

Effect of non-deductible entertainment                       -0-         (5,758)

Effect of tax vs. book depreciation                          -0-           -0-

Effect of capital loss carry forward                         -0-           -0-

Effect of NOL limitation                                     -0-           -0-

Total tax benefit                                       $   286,944    $(65,331)

                                      S-16

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

7.  Income Taxes (continued)

Deferred income taxes as reported on the balance sheet consists of:
                                                      September 30,
                                               --------------------------
                                                   2001           2000
                                               -----------    -----------

Deferred tax assets                            $ 6,597,923    $ 5,733,308
Deferred tax liabilities                            -0-            -0-
Valuation allowance                             (6,597,923)    (5,733,308)
                                               $    -0-       $    -0-

As of September 30, 2001 the Company had net operating losses (NOL) of
approximately $19,980,000. This amount is available to be carried back two years
to offset past taxable income. Any remaining NOL after the carry back is
available to offset future taxable income. The carry forwards begin to expire
for the year ended September 30, 2001. The company has provided a full 100%
valuation allowance on the deferred tax assets as at September 30, 2001 and 2000
to reduce such deferred income tax assets to zero as it is the management's
belief that realization of such amounts do not meet the criteria required by
generally accepted accounting principles. Management will review the valuation
allowance required periodically and make adjustments as warranted.

The Company had previously recorded an income tax benefit from an income tax
receivable in the amount of $286,944. During the year ended September 30, 2001,
the Company has determined the refund receivable will not be forthcoming and has
charged operations accordingly.

8.  Debt

Secured Debt

At September 30, 2001, the Company is obligated to Berkowitz Wolfman Assoc.,
Inc. in the amount of $2,420,984 including accrued interest arising out of cash
advances. 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 remainder interest in the Resort Club
Inventory Trust, Resort Club membership receivables and an assignment of a real
estate tax refund, the due date of the Berkowitz Wolfman note payable was
extended to December 1, 2002 and the interest rate was decreased from 15% to
10%. Pursuant to the terms of the agreement, the principal amount of the
Berkowitz Wolfman note payable was decreased by $1,620,340 resulting from the
assignment of the Trust Inventory valued at $272,332, net Membership Receivables
in the amount of $879,082 and the real estate tax refund of $468,926.

The assignment of the remainder interest in the Trust's condominium units was
valued at $272,332 for the purpose of determining the amount to be credited
against the debt, representing the parties' estimate at the time of the present
value, discounted at 10%, of the value of the future interest in the condominium
inventory, based upon the actual remaining years each condominium would be held
in the trust. Under the terms of the assignment, this valuation can be
subsequently challenged by either party. Accordingly, if this valuation is
subsequently challenged and the effect is to reduce the valuation, the Company's
obligation to Berkowitz Wolfman may be greater.

                                      S-17

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

8.  Debt (continued)

On May 18, 1997 the Company entered into a loan agreement with Binghamton
Savings Bank ("Binghamton"), the Company's primary lender in the principal
amount of $2,000,000. Subsequently, the Company entered into two additional loan
agreements on August 6, 1997 and January 15, 1999. Pursuant to the terms of the
third loan agreement interest is payable at 12.25% with monthly principal
payments of $50,000 with the remaining principal balance due on March 13,2000.

The Company has continued to make the $50,000 principal payments subsequent to
March 13, 2000 through June 2001 to Binghamton. As of September 30, 2001, the
principal balance outstanding on this loan was $245,000.

Secured Debt as of September 30, 2001 is summarized as follows:

 Building and land, 9%, principal
   and interest of $901 payable
   monthly to August 2004, balloon
   payment of $65,216 at September 20, 2004                         $    77,475
  Loan Agreement, 10% interest due December 1, 2002                   2,420,984
  Loan Agreements dated May 18, 1997, August 6, 1997,
   and January 15, 1999, 12.25% interest due monthly
   with monthly principal payments of $50,000,
   balance due March 13, 2000                                           245,000
  Total mortgages                                                     2,743,459
Less total current portion                                              248,999
Total non-current portion                                           $ 2,494,460


Notes Payable

Note Payable to bank, payable in monthly installments of $832.03 including
interest at 9.25%, final payment due September 2005.

Other Information

Aggregate principal reductions of debt as of September 30, 2001 are summarized
as follows (000's omitted):

                          Secured         Notes
Fiscal Year               Debt            Payable         Total
-----------               ----            -------         -----

2002                      $  248,999      $   14,639      $  263,638
2003                      $    4,375      $    6,635      $   11,010
2004 and thereafter       $2,490,085      $   19,909      $2,509,994








                                      S-18

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

9. Commitments and Contingencies

The Company's executive offices are at 355 Madison Avenue, Morristown, New
Jersey. The Company is a tenant under a lease, which expired on November 30,
2000 with a total rent of $500 per month. Subsequent to November 30, 2000, the
Company continues to lease the space on a month-to-month basis.

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

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

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

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

Due to the amended return as well as availability of the NOL's, the Company did
not accrue a loss contingency for the IRS claim.











                                      S-19

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

9. Commitments and Contingencies (continued)

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 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.

10.  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.


Non-qualified Stock Option Plan and Option to Purchase Common
Stock

The Company has adopted a non-qualified stock option plan and reserved 125,000
shares for issuance pursuant thereto. Options are non-transferable; expire if
not exercised after five years; may not be exercised until after the completion
of one year of service with the Company by the employee; are exercisable at the
rate of one-fifth of the shares optioned per year and are issuable to employees
in such amounts and at such prices as determined by the Board of Directors,
provided that no single employee may be granted options to purchase more than
7,500 shares and persons owning more than 10% of the Company's outstanding
shares are excluded from participation in the plan. Options are protected
against dilution resulting from stock recapitalization. As of September 30,
2001, no options had been issued under the plan.



                                      S-20



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 and 2000

11.      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 September 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.


12.  Subsequent Events (Unaudited) Not Covered By Independent
Auditor's Report

Pursuant to the terms of the third loan agreement with Binghamton, the balance
of the loan was due on March 13,2000. Subsequent to March 13, 2000, the Company
has continued to make the minimum $50,000 principal payments through June 2001.
As of September 30, 2001 the principal balance of the loan was $245,000. The
Company is in negotiations with Binghamton with respect to restructuring the
minimum monthly repayment. The Company believes it will be successful in such
negotiations.

In January 2002, a lawsuit was filed against the Company for non payment of
association fees on the Company's condominium units in Fort Lee, New Jersey. The
Company disagrees with the amounts assessed by the association and plans to
defend the lawsuit.








                                      S-21


