<SUBMISSION>
<ACCESSION-NUMBER>0001005150-02-000727
<TYPE>10QSB
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020331
<FILING-DATE>20020520
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DOMINION RESOURCES INC /DE/
<CIK>0000314712
<ASSIGNED-SIC>4812
<IRS-NUMBER>222306487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10QSB
<ACT>34
<FILE-NUMBER>000-10176
<FILM-NUMBER>02657340
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>2015384177
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NORTHERN ARIZONA GOLD & SILVER MILLING & MINING CO INC
<DATE-CHANGED>19820518
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10qsb.txt
<DESCRIPTION>FORM 10QSB
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB
                                   (Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       OR

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

                        For the transition period from to

                         Commission file number 0-10176

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

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

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

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

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

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

                              Yes              X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                       Class Outstanding at April 1, 2002
                     Common Stock, $0.01 par value 9,252,576


<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                   FORM 10-QSB

                          QUARTER ENDED March 31, 2002

                              FINANCIAL INFORMATION

                                     PART I

Item 1.  Financial Statements

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

Condensed consolidated balance sheets .......................................3-4

Condensed consolidated statements of operations .............................5-6

Condensed consolidated statements of cash flows .............................7-8

Notes to condensed consolidated financial statements .......................9-11

Item 2.  Management's Discussion and Analysis of Financial ................12-18
         Condition and Results of Operations.

                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ....................................19


                                       2

<PAGE>


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

<TABLE>
<CAPTION>

                                                March 31,         September 30,
                                                2002              2001
                                                (Unaudited)       (See note below)
<S>                                             <C>                <C>
Current assets:
Cash and cash equivalents                       $     22,869       $       13,346
Prepaid expenses and other assets                      8,918               33,266
Investment in marketable securities                      554                  554
Other receivables                                        494                5,494
Note receivables - Stonehill Recreation            2,056,000                    0
Mortgage receivables                                  30,594               33,043
RTC Mortgages                                          4,506                8,361
          Total current assets                     2,123,935               94,064

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $101,298 at March 31,
  2002 and $104,536 at September 30, 2001            120,712               157,181

Other assets:
 Mortgage receivables                                151,336               150,422
 Other receivables                                    44,267                44,267
 Note receivable - Stonehill Recreation                    0             2,056,000
 Investment in RiceX, Inc.                            41,827                41,827
 Joint Venture - Condominiums at Stonehill           495,941               495,941
 Real estate - Fort Lee Properties                   137,328               137,328
          Total other assets                         870,699             2,925,785
          Total assets                         $   3,115,346         $   3,177,030

</TABLE>

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


                             See accompanying notes.

                                       3

<PAGE>


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

<TABLE>
<CAPTION>

                                                March 31,         September 30,
                                                2002              2001
                                                (Unaudited)       (See note below)
<S>                                             <C>               <C>
Current Liabilities:
 Secured debt, current portion                  $  2,766,544      $    248,999
 Notes payable, current portion                            0            14,639
 Accounts payable and accrued liabilities          1,607,354         1,461,798
          Total current liabilities                4,373,898         1,725,436

Long-term liabilities:
 Secured debt, net of current maturities             162,597         2,494,460
 Notes Payable                                             0            26,544
         Total long-term liabilities                 162,597         2,521,004

Commitments and Contingencies (Note 5):

Stockholders' deficit:
 Common stock, $0.01 par value; Authorized
  - 25,000,000 Shares; issued and outstanding
  - 9,252,576 shares at March 31, 2002
  and September 30, 2001                              92,526            92,526
 Additional paid-in-capital                        7,093,087         7,093,087
 Accumulated deficit                              (7,164,990)       (6,813,251)
 Accumulated Other Comprehensive loss                (40,859)          (40,859)
 Less: 1,350,646 shares held in treasury
  at March 31, 2002 and September 30, 2001        (1,400,913)       (1,400,913)
          Total stockholders' deficit             (1,421,149)       (1,069,410)
          Total liabilities and
            stockholders' deficit              $   3,115,346     $   3,177,030
</TABLE>


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


                             See accompanying notes.

                                       4

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      2002              2001
<S>                                              <C>               <C>
Revenues:
 Other revenue                                   $     2,098       $     1,499
       Total revenues                                  2,098             1,499

Expenses:
 Other operations                                     23,617            39,564
 General and administrative expenses                 202,258           681,179
 Depreciation and amortization                         4,879             3,829
       Total expenses                                230,754           724,572

Loss from operations                                (228,656)         (723,073)

Other income (expenses):
 Interest income                                       7,582            58,709
 Interest expense                                   (128,803)         (259,982)
 Other income - RiceX                                      0            17,215
 Amortization of deferred financing costs                  0           (48,280)
 Loss on sale of fixed assets                         (1,862)                0
 Bad debt expense(Note 6)                                  0          (459,861)
        Total other income (expenses)               (123,083)         (692,199)

Loss before provision for income taxes              (351,739)       (1,415,272)
  Provision for income taxes                               0                 0
Net loss                                            (351,739)       (1,415,272)

Net loss per common share                             $(0.04)          $ (0.19)

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

</TABLE>

                             See accompanying notes.

                                       5

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           2002            2001
<S>                                                            <C>           <C>
Revenues:
 Other revenue                                         $       899   $       899
       Total revenues                                          899           899

Expenses:
 Other operations                                            6,319        20,009
 General and administrative expenses                       117,524       497,251
 Depreciation and amortization                               2,947         1,915
       Total expenses                                      126,790       519,175

Loss from operations                                      (125,891)     (518,276)

Other income (expenses):
 Interest income                                             3,396        19,680
 Interest expense                                          (34,802)     (101,165)
 Other income - RiceX                                            0        17,215
 Amortization of deferred financing costs                        0       (19,021)
 Loss on sale of fixed assets                               (1,862)            0
 Bad debt expense(Note 6)                                        0      (459,861)
        Total other income (expenses)                      (33,268)     (543,152)

Loss before provision for income taxes                    (159,159)   (1,061,428)
  Provision for income taxes                                     0             0
Net loss                                                  (159,159)   (1,061,428)

Net loss per common share                                  $(0.02)       $ (0.14)

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

</TABLE>

                             See accompanying notes.

                                       6

<PAGE>



                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     2002                   2001
<S>                                             <C>                        <C>
Cash flows from operating activities:
  Net Loss                                      $    (351,739)             $ (1,415,272)
Adjustments to reconcile net
 loss to net cash (used
 in) operating activities:
  Loss on sale of fixed assets                          1,862                    0
  Depreciation and amortization                         4,879                3,829
  Amortization of deferred financing costs                  0               48,280
  Bad Debt Expense                                          0              459,861
Changes in assets and liabilities:
  Membership receivables                                    0              618,643
  Other receivables                                     5,000              (20,772)
  Prepaid expenses and other assets                    24,348                 (978)
  Accounts payable and accrued expenses               145,556              (66,165)
  Deferred revenue                                          0              (35,210)
Net cash (used in)
     operating activities                            (170,094)            (407,784)
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                   3,855              (24,882)
  Mortgage receivables                                  1,535                    0
  Sale of marketable securities                             0                   41
  RiceX - loan participation                                0              948,655
  Ricex- Investment                                         0              (17,215)
  Stonehill Recreation                                      0              468,926
  Capital expenditures                                      0                 (499)
Net cash provided by investing activities               5,390            1,375,026
Cash flows from financing activities:
  Net borrowings (repayments)                         174,227             (962,027)
Net cash provided by (used in) financing activities   174,227             (962,027)
Increase in cash and cash equivalents                   9,523                5,215
Cash and cash equivalents balance, beginning
  of period                                            13,346               26,072
Cash and cash equivalents balance, end of period    $  22,869           $   31,287

</TABLE>


                             See accompanying notes.

                                       7

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
                             SUPPLEMENTARY SCHEDULE
            OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                2002              2001
<S>                                            <C>          <C>
Total Non-Cash Operating, Investing
  and Financing Activities

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

</TABLE>


                             See accompanying notes.

                                       8

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
NOTE 1 - BASIS OF PRESENTATION:

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

Note 2 - Going Concern:

The Company's consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. For the year ended September 30, 2001 and six months
ended March 31, 2002, the Company incurred net losses of $2,536,310 and
$351,739, respectively. In addition, the Company used net cash from operating
activities of $937,323 and $170,094 for the same respective periods. As of March
31, 2002, the Company's current liabilities exceeded its current assets by
$2,249,963 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.

NOTE 3 - RECLASSIFICATION:

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

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES:

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

                                       9

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued):

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.

Note 6 - Note Receivable - Stonehill Recreation:

During the second quarter of fiscal 2001, the Spa at Crystal Springs 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 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. As part of the indemnity
agreement, the Spa at Crystal Springs 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 at Crystal
Springs. Because the indemnity does not cover interest, the Company recorded the
transaction with a discount of $459,861 in order to yield an effective interest
rate of 9.5%, with a balloon payment on March 31, 2003. Accordingly, the
carrying value of the Stonehill Recreation note receivable is $2,056,000 as of
March 31, 2002.

                                       10

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

Note 7 - 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 March 31, 2002 there has been no
activity by the joint venture and therefore the Company has not recognized any
share of income or loss from the joint venture.

                                       11

<PAGE>


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


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


A.       Liquidity and Capital Resources

During the first six months of fiscal 2002, the Company had a net loss of
$351,739. Included in the net loss is depreciation of $4,879 and a loss on the
sale of fixed assets of $1,862, which are non-cash expenses.

Also during the first six months of the fiscal 2002, changes in
assets and liabilities included an increase in cash resulting from changes in
prepaid expenses and other assets of $24,348, other receivables of $5,000 and
accounts payable and accrued expenses of $145,556. After reflecting the net
changes in assets and liabilities, net cash used in operations was approximately
$170,100.

During the first six months of the fiscal 2002, investing activities provided
net cash of approximately $5,400 and includes the collection of principal from
the RTC Mortgages of $3,855 and mortgage receivables of $1,535.

During the first six months of the fiscal 2002, financing activities provided
net cash of $174,227, which resulted from additional borrowings of $221,561
offset by repayments of debt of $47,334.

Accordingly, during the first six months of fiscal 2002, the Company's cash
increased by approximately $9,500.


Future Business Plans

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

                                       12

<PAGE>


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

A.     Liquidity and Capital Resources (continued)

Future Business Plans (continued)

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

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

B.       Results of Operations

Continuing Operations:

Six months ended March 31, 2002 compared with six months ended March 31, 2001.

Other revenue was $2,098 in the first six months of fiscal 2002 compared with
$1,499 in the first six months of fiscal 2001 for an increase of $599. The
increase in revenues was the result of increased rental income from the
company's condominiums in Fort Lee, New Jersey.

Other operations expenses were $23,617 in the first six months of 2002 compared
with $39,564 in the first six months of fiscal 2001, for a decrease of $15,947
or 40.31%. The decrease was primarily the result of lower storage fees with
respect to storing the Company's brewery equipment and lower utility costs.

General and administrative expenses were $202,258 in the first six months of
fiscal 2002 compared with $681,179 in the first six months of fiscal 2001, for a
decrease of $478,921 or 70.31% primarily as a result of lower legal and
professional fees and an accrual of a $350,000 reserve relating to the Tierney
settlement which was incurred in fiscal 2001.

Depreciation and amortization was $4,879 in the first six months of fiscal 2002
compared to $3,829 in the first six months of fiscal
2001, resulting in an increase of $1,050 as a result of depreciation charged on
storage containers purchased in fiscal 2001 used for storing the Company's
brewery equipment.

Interest income was $7,582 in the first six months of fiscal 2002, compared
with $58,709 in the first six months of fiscal 2001. The decrease of $51,127 was
primarily the result of a reserve of interest income relating to the Stonehill
Recreation loan receivable.


Interest expense was $128,803 in the first six months of fiscal 2002, compared
with $259,982 in the first six months of fiscal 2001. The decrease of $131,179
was the result of a decrease in debt for the comparable periods and a decrease
in the interest rate charged on the Berkowitz Wolfman loan.

Other income - RiceX was $17,215 in the first six months of fiscal 2001. This
was the result of a transaction relating to the purchase of 48,866 shares of
RiceX Common Stock and a warrant to purchase 194,470 shares of RiceX Common
Stock. The Company had no other income in fiscal 2002 in regard to RiceX.

                                       13

<PAGE>


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

B.       Results of Operations (continued)

Continuing Operations (continued):

Amortization of deferred financing costs consist primarily of deferred financing
costs associated with the Company's borrowings from Binghamton Savings Bank and
Public Loan Corp. These costs were fully amortized in fiscal 2001. Therefore,
the Company amortized $48,280 of deferred financing costs in the first six
months of fiscal 2001 and none for the first six months of fiscal 2002.

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

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

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

                                       14

<PAGE>


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


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


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

                                  RISK FACTORS

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

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


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

Need for Additional Capital. The Company had cash of $22,869 and liabilities of
$4,536,495 including current liabilities of $4,373,898 as of March 31, 2002. In
addition to the capital it will require to fund a potential business
acquisition, the Company may require additional financing in order to fund the
operations of any business it may acquire. This financing may consist of the
issuance of debt or equity securities. These funds might not be

                                       15

<PAGE>


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

                            RISK FACTORS (continued)

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

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

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

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

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

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

                                       16

<PAGE>


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

                            RISK FACTORS (continued)

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

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

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

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

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

                                       17

<PAGE>

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

                            RISK FACTORS (continued)


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

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

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

                                       18

<PAGE>


                    DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                     PART II
                                OTHER INFORMATION

                                     Part II


Item 6.  Exhibits and Reports on Form 8-K

         During the quarter ended March 31, 2002:

         None.

                                       19

<PAGE>



                    DOMINION RESOURCES, INC. AND SUBSIDIARIES

                                   SIGNATURES


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


                                              DOMINION RESOURCES, INC.


Dated:May 20, 2002                            By:   /s/ Joseph R. Bellantoni
                                              Joseph R. Bellantoni
                                              President, Chief Executive Officer
                                              and Chief Financial Officer



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</DOCUMENT>
</SUBMISSION>
