
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549

(Mark One)

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

     For the quarterly period ended June 30, 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 August 1, 2002
     Common Stock, $0.01 par value                 9,252,576


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTER ENDED June 30, 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                                       1-2

Condensed consolidated statements of operations                             3-4

Condensed consolidated statements of cash flows                             5-6

Notes to condensed consolidated financial statements                        7-8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                              9-15

PART II
OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    16




<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


                                                  June 30,       September 30,
                                                    2002             2001
                                                (Unaudited)     (See note below)
ASSETS

Current assets:
Cash and cash equivalents                       $      5,229      $   13,346
Prepaid expenses and other assets                      7,370          33,266
Investment in marketable securities                      554             554
Other receivables                                        494           5,494
Note receivables - Stonehill Recreation            2,056,000              --
Mortgage receivables                                  34,676          33,043
RTC mortgages                                            652           8,361
          Total current assets                     2,104,975          94,064

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $102,892 at June 30,
  2002 and $104,536 at September 30, 2001            119,119         157,181

Other assets:
Mortgages receivables                                151,336         150,422
Other receivables                                     44,267          44,267
Note receivable - Stonehill Recreation                    --       2,056,000
Joint Venture - Condominiums at Stonehill            495,941         495,941
Investment in RiceX, Inc.                             41,827          41,827
Real estate - Fort Lee properties                    137,328         137,328
          Total other assets                         870,699       2,925,785
          Total assets                          $  3,094,793      $3,177,030

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

                             See accompanying notes.


                                       1
<PAGE>

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

                                                  June 30,       September 30,
                                                    2002             2001
                                                (Unaudited)     (See note below)
Current Liabilities:
 Secured debt, current portion                  $  3,112,915      $  248,999
 Notes payable, current portion                           --          14,639
 Accounts payable and accrued liabilities          1,480,192       1,461,798
          Total current liabilities                4,593,107       1,725,436

Long-term liabilities:
 Secured debt, net of current maturities             142,598       2,494,460
 Notes payable, net of current maturities                 --          26,544
         Total long-term liabilities                 142,598       2,521,004

Commitments and Contingencies:

Stockholders' deficit:
 Common stock, $0.01 par value; authorized
  - 25,000,000 Shares; issued and outstanding
  - 9,252,576 shares at June 30, 2002
    and at September 30, 2001,
    respectively                                      92,526          92,526
 Additional paid-in-capital                        7,093,087       7,093,087
 Accumulated deficit                              (7,384,753)     (6,813,251)
 Accumulated other Comprehensive Loss                (40,859)        (40,859)
 Less: 1,350,646 shares held in treasury
  at June 30, 2002 and at September 30, 2001      (1,400,913)     (1,400,913)
          Total stockholders' deficit             (1,640,912)     (1,069,410)
          Total liabilities and
            stockholders' deficit              $   3,094,793      $3,177,030

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

                             See accompanying notes.


                                       2
<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

                                                  2002           2001
Revenues:
 Other revenue                               $   2,998     $     2,698
       Total revenues                            2,998           2,698

Expenses:
 Other operations                               26,173          59,111
 General and administrative expenses           279,167         825,707
 Depreciation and amortization                   6,472           5,743
       Total expenses                          311,812         890,561

Loss from operations                          (308,814)       (887,863)

Other income (expenses):
 Interest income                                11,664          46,574
 Interest expense                             (272,490)       (340,422)
 Loss on sale of fixed assets                   (1,862)             --
 Other income - RiceX                               --          17,215
 Amortization of deferred financing costs           --         (52,082)
 Bad debt expense                                   --        (459,861)
 Debt conversion expense                            --        (214,823)
        Total other income (expenses)         (262,688)     (1,003,399)

Net loss before provision for income taxes    (571,502)     (1,891,262)
  Provision for income taxes                        --              --

Net loss                                     $(571,502)    $(1,891,262)


Net loss per common share                    $   (0.06)    $     (0.24)

Weighted average number of shares used in
  computing net loss per share               9,252,576       7,724,800

                             See accompanying notes.


                                       3
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED June 30, 2002 AND 2001
(Unaudited)
                                                      2002              2001
Revenues:
 Other revenue                                    $     900         $   1,199
       Total revenues                                   900             1,199

Expenses:
 Other operations                                     2,556            19,547
 General and administrative expenses                 76,909           144,528
 Depreciation and amortization                        1,593             1,914
       Total expenses                                81,058           165,989

Loss from operations                                (80,158)         (164,790)

Other income (expenses):
 Interest income                                      4,082           (12,135)
 Interest expense                                  (143,687)          (80,440)
 Amortization of deferred financing costs                --            (3,802)
 Debt conversion expense                                 --          (214,823)
        Total other income (expenses)              (139,605)         (311,200)

Net loss before provision for income taxes         (219,763)         (475,990)
  Provision for income taxes                             --                --

Net loss                                          $(219,763)        $(475,990)

Net loss per common share                         $   (0.02)        $   (0.06)

Weighted average number of shares used in
  computing net loss per share                    9,252,576         8,450,488

                             See accompanying notes.


                                       4
<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

                                                        2002          2001
Cash flows from operating activities:
  Net loss                                          $(571,502)    $(1,891,262)
Adjustments to reconcile net loss
  to net cash (used in) operating activities:
  Depreciation and amortization                         6,472           5,743
  Loss on sale of fixed assets                          1,862              --
  Amortization of deferred financing costs                 --          52,082
  Bad debt expense                                         --         459,861
  Debt conversion expense                                  --         214,823
Changes in assets and liabilities:
  Membership receivables                                   --         618,643
  Other receivables                                     5,000         (17,605)
  Prepaid expenses and other assets                    25,896         (26,999)
  Accounts payable and accrued liabilities             18,394         (90,172)
  Deferred revenue                                         --         (35,210)
Net cash (used in) operating activities              (513,878)       (710,096)
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                   7,709         (21,028)
  Mortgage receivables                                 (2,547)             --
  Sale of marketable securities                            --             703
  RiceX - loan participation                               --         948,655
  Ricex- Investment                                        --         (17,215)
  Stonehill Recreation                                     --         612,926
  Capital expenditures                                     --          (2,044)
Net cash provided by investing activities               5,162       1,521,997
Cash flows from financing activities:
  Net borrowings (repayments)                         500,599        (782,159)
Net cash provided by (used in) financing activities   500,599        (782,159)
Increase (Decrease) in cash and cash equivalents       (8,117)         29,742
Cash and cash equivalents balance, beginning
  of period                                            13,346          26,072
Cash and cash equivalents balance, end of period    $   5,229     $    55,814

                             See accompanying notes.


                                       5
<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

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

  Membership Receivables                       $    --     $ (1,701,989)
  Real estate related activities                    --         (272,332)
  Accounts Payable                                  --          822,907
  Debt                                              --        1,151,414
  Common Stock                                      --          (16,220)
  Additional Paid In Capital                        --       (1,273,603)
  Accumulated deficit                               --          214,823
  Redeemable Common Stock                           --        1,075,000
                                                $   --     $         --

                             See accompanying notes.


                                       6
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 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 June 30, 2002 and September 30, 2001, the results of
operations for the nine months ended June 30, 2002 and 2001, and cash flows for
the nine months ended June 30, 2002 and 2001. Operating results for the nine
months ended June 30, 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 nine
months ended June 30, 2002, the Company incurred net losses of $2,536,310 and
$571,502, respectively. In addition, the Company used net cash from operating
activities of $937,323 and $513,878 for the same respective periods. As of June
30, 2002, the Company's current liabilities exceeded its current assets by
$2,488,132 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 July 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 - Debt:

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


                                       7
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

Note 6 - 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
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 April 1, 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 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 an
original issue discount of $459,861 in order to yield an effective interest rate
of 9.5%, with a balloon payment on March 31, 2003. Through June 30, 2002, the
Company recorded $295,840 of original issue discount interest which it fully
reserved. Accordingly, the carrying value of Stonehill Recreation note is
$2,056,000 as of June 30, 2002.

Note 7 - Joint Venture - Condominiums At Stonehill:

As of March 31, 2002, the Company has invested $495,941 in a joint venture with
the Spa at Crystal Springs. 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 June 30, 2002 at $495,941. The carrying value of the
Company's investment at June 30, 2002 was based on cost. The Spa has agreed to
contribute to the venture in cash an amount equal to the fair market value of
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
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 or loss from the Joint Venture by application
of the equity method. As of June 30, 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.

Note 8 - Subsequent Events:

During the fourth quarter of fiscal 2002, the Company agreed to a proposal by
the Internal Revenue Service ("IRS") in connection with the IRS's examination of
the Company's consolidated 1995 tax return. Pursuant to the terms of the
proposal, the Company agreed to an Alternative Minimum Tax of $41,117.

During the fourth quarter of fiscal 2002, the Company entered into an agreement
with Berkowitz Wolfman Assoc., Inc. Pursuant to the terms of the agreement,
Berkowitz agreed to reduce the outstanding loan balance as of July 1, 2002 in
the amount of $2,495,840 including an adjustment in the amount of $295,840 which
represents original issue discount interest accrued in consideration of the
Company assigning Berkowitz its right, title and interest in the Stonehill
Recreation Note receivable. As of July 1, 2002, the Company owed Berkowitz
Wolfman $2,988,916.


                                       8
<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 nine months of fiscal 2002, the Company had a net loss
of approximately $571,500.  Included in the net loss is depreciation
of $6,472 and a loss on the sale of fixed assets of $1,862, all of which are
non-cash expenses.

Also during the first nine 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 $25,896, accounts payable and accrued
liabilities of $18,394 and other receivables of $5,000. After reflecting the net
changes in assets and liabilities, net cash used in operations was approximately
$513,900.

During the first nine months of the fiscal 2002, investing activities provided
net cash of approximately $5,200 and includes the collection of RTC mortgages of
$7,709 offset by an addition to mortgage receivables of $2,547.

During the first nine months of the fiscal 2002, financing activities used net
cash of approximately $500,600, which resulted from additional borrowings.

Accordingly, during the first nine months of fiscal 2002, the Company's cash
decreased by approximately $8,100.

Future Business Plans

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 opportunities in the bioceutical and
nutritional supplement businesses.

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


                                       9
<PAGE>


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

B.       Results of Operations

Nine months ended June 30, 2002 compared with nine months ended June 30, 2001.

Other revenue was $2,998 in the first nine months of fiscal 2002 compared with
$2,698 in the first nine months of fiscal 2001 for an increase of $300. 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 $26,173 in the first nine months of 2002 compared
with $59,111 in the first nine months of fiscal 2001, for a decrease of $32,938
or 55.72%. The decrease was primarily the result of lower storage fees with
respect to storing the Company's brewery equipment, lower utility costs, and
lower condo association costs as a result of joint venturing the condominiums
located in Vernon, New Jersey.

General and administrative expenses were $279,167 in the first nine months of
fiscal 2002 compared with $825,707 in the first nine months of fiscal 2001, for
a decrease of $546,540 or 66.19% primarily as a result of lower professional
fees and as a result of a reserve relating to the Tierney settlement.

Depreciation and amortization was $6,472 in the first nine months of fiscal 2002
compared to $5,743 in the first nine months of fiscal 2001, resulting in an
increase of $729. This increase is primarily the result of depreciation charged
on storage containers purchased in fiscal 2001 used for storing the Company's
brewery equipment.

Interest income was $11,664 in the first nine months of fiscal 2002, compared
with $46,574 in the first nine months of fiscal 2001. The decrease of $34,910
was primarily the result of interest earned on the RicX Participation Note.

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

Interest expense was $272,490 in the first nine months of fiscal 2002, compared
with $340,422 in the first nine months of fiscal 2001. The decrease of $67,932
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.

Amortization of deferred financing costs consists 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 $52,082 of deferred financing costs in the
first nine months of fiscal 2001 and none for the first nine months of fiscal
2002.

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

During the first nine months of fiscal 2001 the Company recorded debt conversion
expense of $214,823 in connection with the conversion of its redeemable common
stock. There was no debt conversion expense incurred for the first nine months
of fiscal 2002.


                                       10
<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)

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

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


                                       11
<PAGE>


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

                                  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 $5,229 and liabilities of
$4,735,705 including current liabilities of $4,593,107 as of June 30, 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 available, if
needed, or might not be available on terms acceptable to the Company and may
result in dilution to existing investors.


                                       12
<PAGE>


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

                            RISK FACTORS (continued)

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

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

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

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

Continued Control by Existing Management. The Company's management retains
significant control and investors may be unable to meaningfully influence the
course of action of the Company. The existing management is able to control
substantially all matters requiring shareholder approval, including nomination
and election of directors and approval or rejection of significant corporate
transactions. There is also a risk that the existing management of the Company
will pursue an agenda, which is beneficial to themselves at the expense of other
shareholders.


                                       13
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DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            RISK FACTORS (continued)

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

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

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

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

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


                                       14
<PAGE>



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

                            RISK FACTORS (continued)

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

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


                                       15
<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION


Part II

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:
             99.1 Chief Executive Officer's Certification
             99.2 Chief Financial Officer's Certification

         (b) Current Reports on Form 8-K
                 None during the quarter ended June 30, 2002


                                       16
<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:  August 16, 2002                By: /s/ Joseph R. Bellantoni
                                          -------------------------------------
                                          Joseph R. Bellantoni
                                          President, Chief Executive Officer and
                                          Chief Financial Officer


                                       17
<PAGE>



