UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB
--------------------------------------------------------------------------------

  (Mark one)

  XX      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
------    OF 1934

                  For the annual period ended December 31, 2001

          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
------    ACT OF 1934

                  For the transition period from             to
                                                 -----------    -----------

--------------------------------------------------------------------------------


                         Commission File Number: 2-90519

                      ProHealth Medical Technologies, Inc.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                               59-2262718
-------------------------                               ------------------------
 (State of incorporation)                               (IRS Employer ID Number)

                  211 West Wall Street, Midland, TX 70701-4556
                    (Address of principal executive offices)

                                 (915) 682-1761
                           (Issuer's telephone number)


--------------------------------------------------------------------------------

      Securities registered under Section 12 (b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange  Act:  Common Stock
$0.0001 par value

Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company 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 contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended December 31, 2000 were $0.

The aggregate market value of voting common equity held by  non-affiliates as of
December 31, 2001 was approximately  $2,174,  using the closing historical price
of $0.03 per share as quoted on www.edreyfus.com

As of January 8, 2002,  there were 10,145,640  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes     No X
                                                    ---   ---


                                                                               1





                      PROHEALTH MEDICAL TECHNOLOGIES, INC.

                                TABLE OF CONTENTS


                                                                     Page Number
                                                                     -----------
Part I

Item 1 - Description of Business                                              3
Item 2 - Description of Property                                              4
Item 3 -   Legal Proceedings                                                  4
Item 4 -   Submission of Matters to a Vote of Security Holders                4

Part II

Item 5 -   Market for Company's Common Stock and Related Stockholders         5
             Matters
Item 6 -   Management's Discussion and Analysis or Plan of Operation          6
Item 7 -   Index to Financial Statements                                     F-1
Item 8 -   Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosures                          6

Part III

Item 9 -   Officers and Directors                                             6
Item 10 - Executive Compensation                                              7
Item 11 - Security Ownership of Certain Beneficial Owners                     7
            And Management
Item 12 - Certain Relationships and Related Transactions                      8
Item 13 - Exhibits and Reports on 8-K                                         9

Signatures                                                                   10




                                                                               2



                  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


PART I

Item 1 - Description of Business

General
-------

ProHealth Medical  Technologies,  Inc. (ProHealth or Company),  originally named
Datalink  Systems,  Inc.  (Datalink),  filed a Registration  Statement under The
Securities  Act of 1933 on Form  S-1  with  the U. S.  Securities  and  Exchange
Commission for a public offering of its equity  securities.  The offering became
effective  on July 29, 1985 and was  completed  October 29,  1985.  The offering
raised an  aggregate  of $300,000  from the sale of  3,000,000  shares of common
stock at $.10 per share.

The Company was engaged in the  business  of  providing  electronic  information
processing  services to the medical/health  care industry.  This venture was not
successful and management attempted to redirect the focus of the company through
merger with a viable private  entity.  Several Letters of Intent were signed but
later abandoned by all parties.

The corporate name was changed in April 29, 1987 to Datalink Capital Corporation
and the capital restated to 100,000,000 shares of $.0001 par value common stock.

The  corporate  charter  was revoked on November 4, 1988 by the State of Florida
for failure to file required documents and pay associated fees.

A change in control of the majority  stockholder resulted in a change in control
of the Company and the company's  charter was reestablished on December 5, 1990.
The new  management  was unable to  complete a merger  with a private  entity or
recapitalize the company and the company remained dormant. On April 26, 1991 the
corporate name was changed to Midland Capital Resources, Inc.

The  corporate  charter  was  revoked  again on  October 9, 1992 by the State of
Florida for failure to file required  documents and pay associated fees. On July
30, 1997,  the charter was  reinstated  by the State of Florida and on September
24, 1997 the name was changed to Datalink Capital Corporation.

                                                                               3



On May 1, 1997 a stock  purchase  agreement  was entered  into  between the then
majority  stockholder  and Glenn A. Little.  In March 1998,  this  agreement was
renegotiated and effective  control of the company was obtained by Mr. Little by
the purchase of 37.4% of the outstanding shares.

Effective  December 29, 1998 the Company changed its state of incorporation from
Florida to Nevada, pursuant to a change-of-state-of-incorporation merger. In the
merger  transaction,  the  Company's  name was changed  from  "DataLink  Capital
Corporation" to "DCC Acquisition Corporation".

On June 8, 1999,  in a Current  Report on Form 8-K,  the Company  announced  its
acquisition  of all of the issued and  outstanding  common  shares of New Cinema
Partners Inc. (NCP) in  consideration of and in exchange for common stock of the
Company  issued  from  treasury  (Acquisition  Transaction),  which  transaction
constituted a change in control of the Company.

On August 15, 1999,  the Company  filed a Current  Report on Form 8-K  reporting
that the June 8, 1999 Form 8-K  announcement of the Acquisition  Transaction and
the filing of the June 8, 1999 Form 8-K  Current  Report in respect  thereof was
premature.   The  Acquisition  Transaction  had  not  been,  and  will  not  be,
consummated. The Board of Directors of the Company did not approve, authorize or
ratify  the   Acquisition   Transaction.   Due  to   mis-communication   between
representatives  of NCP and its shareholders and the agent for the Company,  NCP
and  its  shareholders  were  of the  view  that  all  requisite  approvals  and
authorizations  in respect of the Acquisition  Transaction had been obtained and
all other conditions precedent to the completion of the Acquisition  Transaction
satisfied  and,  accordingly,  the June 8, 1999  Current  Report on Form 8-K was
filed in accordance with applicable law.

The  Company  continued  its  efforts to locate and  combine  with an  existing,
privately-held  company that is profitable or, in management's  view, has growth
potential, irrespective of the industry in which it is engaged.

On November 17,  1999,  in the  Quarterly  Report on Form 10-QSB for the quarter
ended  September 30, 1999,  the Company  announced that on November 1, 1999, the
Company experienced a change in control and acquired a majority of the shares of
stock of two  corporations,  ProHealth  Laboratories,  Inc  (ProHealth)  and STL
Group, Inc. (STL) in exchange for shares of the Company's common stock. Although
discussed in the November 17, 1999 Form 10-QSB  filing,  the Company never filed
any  required   Current  Report  on  Form  8-K  which  contained  more  detailed
information  about the terms of the  acquisitions of ProHealth and STL and their
business and financial information.

On January 11, 2001,  the Company filed a Current  Report on Form 8-K announcing
that the two Agreements and Plans of Reorganization  (Agreements)  disclosed and
discussed  in the  November  17,  1999  Form  10-QSB  filing  never  closed  and
prematurely announced as such.

In anticipation  of the closing of these  transaction and in accordance with the
Agreements,  the Company  convened a Board of  Directors  Meeting on October 22,
1999  and  changed  the name  from DCC  Acquisition  Corp to  ProHealth  Medical
Technologies,  Inc. and approved and enacted a 1:10 reverse  split of its Common
Stock, $0.0001 par value, with fractional shares rounded up to the nearest whole
share.  All share and per share amounts in this filing reflect the effect of the
reverse split as of the first day of the first period presented.

As a result of each of the private entity's inability to fulfill its obligations
under each Agreement with the Company, the closing of the acquisitions has never
taken place as planned and announced.

In January  2001,  Glenn A. Little and Matthew  Blair,  the former  officers and
directors  of  the  Company,  reached  an  agreement  with  the  parties  to the
Agreements  to  recognize  the  failure  of the  merger  and agreed to return as
Management  of the Company.  All books and records  were  returned to the former
management  of  the  Company  and  the  various  companies  and  parties  to the
Agreements mutually released and discharged each other with regard to the failed
transaction.


                                                                               4



Pursuant to the  rescission  agreement,  any and all shares  which may have been
issued  pursuant to the Agreements  were rescinded and returned to the Company's
treasury,  and the Company  appointed  Glenn A. Little as President and Director
and Matthew Blair as Secretary and Director.
The Company intends to comply with the periodical reporting  requirements of the
Securities  Exchange Act of 1934 and to seek to complete a business  acquisition
transaction.

The Company may be referred to as a shell  corporation  and once  trading on the
NASD  Bulletin  Board,  a  trading  and  reporting  shell   corporation.   Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge with a shell (a reverse  merger)  whereby the  shareholders of the private
Company become the majority of the  shareholders  of the combined  Company.  The
private  Company may  purchase  for cash all or a portion of the common share of
the shell  corporation  from its major  stockholders.  Typically,  the Board and
officers  of the  private  Company  become  the new  Board and  officers  of the
combined  Company and often the name of the private  Company becomes the name of
the combined Company.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  At the present time, the Company has
not identified  any business  opportunity  that it plans to pursue,  nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

Proposed Business
-----------------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell  entity.  No assurance can be given that the Company will be successful
in finding or  acquiring a  desirable  business  opportunity,  given the limited
funds that are  expected  to be  available  for  acquisitions.  Furthermore,  no
assurance can be given that any acquisition,  which does occur, will be on terms
that are favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an  exchange  such as the  American  Stock  Exchange.  The  Company
anticipates that the business  opportunities  presented to it will (i) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.  Given the above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  This included
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The

                                                                              5



Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

Any  entity,  which has an interest in being  acquired  by, or merging  into the
Company, is expected to be an entity that desires to become a public Company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the Company  would  either be issued by the  Company or be  purchased
from the current  principal  stockholders of the Company by the acquiring entity
or  its   affiliates.   If  stock  is  purchased  from  the  current   principal
stockholders,  the transaction is very likely to be a private transaction rather
than a public  distribution  of  securities,  but is also  likely  to  result in
substantial  gains  to the  current  principal  stockholders  relative  to their
purchase price for such stock. In the Company's  judgment,  none of the officers
and directors  would  thereby  become an  underwriter  within the meaning of the
Section  2(11)  of the  Securities  Act of  1933,  as  amended  as  long  as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business opportunity.
In the event of such a  resignation,  the  Company's  current  management  would
thereafter have no control over the conduct of the Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards
---------------------------------

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company is, in general,
permitted by Nevada law to enter into a transaction if:

     The material facts as to the  relationship or interest of the affiliate and
     as to the contract or  transaction  are disclosed or are known to the Board
     of Directors, and the Board in good faith authorizes,  approves or ratifies
     the contract or  transaction by the  affirmative  vote of a majority of the
     disinterested directors, even though the disinterested directors constitute
     less than a quorum; or

     The material facts as to the  relationship or interest of the affiliate and
     as to the  contract  or  transaction  are  disclosed  or are  known  to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically authorized,  approved or ratified in good faith by vote of the
     stockholders;  or the contract or  transaction is fair as to the Company as
     of the  time it is  authorized,  approved  or  ratified,  by the  Board  of
     Directors or the stockholders.

                                                                               6



In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

It is the  intention of the current  management to maintain its SEC reporting to
date in order that the  Company  might be  potentially  attractive  to a private
business that might be interested in becoming a publicly-held  company,  without
the  expense and time delay  involved  in  distributing  its  securities  to the
public.

Governmental Regulation
-----------------------

It is  impossible  to predict the  government  regulation,  if any, to which the
Company may be subject.  The use of assets and/or conduct of businesses that the
Company may operate within could subject it to environmental,  public health and
safety,  land use, trade, or other  governmental  regulations and state or local
taxation. Management will endeavor to ascertain and monitor the effects of such,
if any,  government  regulation  on the  business  of the  Company.  In  certain
circumstances,  however,  it may not be possible  to predict  with any degree of
accuracy the impact of  government  regulation.  The  inability to ascertain the
effect of government  regulation on a particular business activity will make the
acquisition of an interest in such business a higher risk.

                                                                               7



Competition
-----------

The Company may be involved in intense competition with other business entities,
many of which could have a competitive  edge over the Company by virtue of their
stronger  financial  resources  and prior  experience  in business.  There is no
assurance  that  the  Company  will  be  successful  in a  competitive  business
environment.


Employees
---------

The Company currently has no employees.  The sole executive officer,  who is not
compensated for his time  contributed to the Company,  devotes only such time to
the affairs of the Company, which is minimal at this time.


Item 2 - Description of Properties

The Company has no property  and  currently  maintains a mailing  address at 211
West Wall,  Midland,  Texas 79701. The Company's telephone number there is (915)
682-1761.  Other than this  mailing  address,  the  Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the  mailing  address or use of office
facilities.


Item 3 - Legal Proceedings

The Company is not a party to any material pending legal proceedings, and to the
best of its knowledge,  no such  proceedings by or against the Company have been
threatened.


Item 4 - Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security  holders in the fiscal years ended
December 31, 2001 or 2000, respectively.


PART II

Item 5 - Market for Common Equity and Related Stockholder Matters

Market Information
------------------

As of January 14, 2002,  there were  approximately  400 holders on record of the
Company's common stock holding a total of 10,145,640 shares.

During 1999,  the Company filed a request for clearance of quotations on the OTC
Bulletin Board under SEC Rule 15c2-11,  Subsection  (a)(5) with NASD  Regulation
Inc. A Clearance Letter was issued to ProHealth  Medical  Technologies,  Inc. in
October 1999 and the Company was issued its trading  symbol PHMT.  The Company's
first posted trade was conducted on November 2, 1999.  Between November 1999 and
December 1999, the Company's  securities  were involved in 10 separately  listed
transactions.  There were no listed trades  between  January 2000 and April 2000
and very limited  activity  through August 2000. In August 2000,  trading in the
Company's securities was suspended.  The Company reapplied for trading clearance
in 2001 and such  approval  was granted in October  2001,  with the first posted
trade dated October 18, 2001.  The quoted market prices of the Company's  common
stock on the NASDAQ  Electronic  Bulletin  Board,  per data  listed by  National
Quotation Bureau, Inc., are as follows:


                                                                               8



                                                     High                  Low
                                                    -----                  ---

     First quarter 2000                         no posted trades
     Second quarter 2000                                $0.75             $0.75
     Third quarter 2000                                 $0.062            $0.062
     Fourth quarter 2000                        no posted trades

     First quarter 2001                         trading suspended
     Second quarter 2001                        trading suspended
     Third quarter 2001                         trading suspended
     Fourth quarter 2001                                $0.03             $0.03

Dividend Policy
---------------

The Company has never paid any  dividends  on its common stock and does not have
any current plan to pay any dividends in the foreseeable future.


Item 6 - Management's Discussion and Analysis of Financial Condition, Results of
Operations and Plan of Operation

Results of Operations
---------------------

Years Ended December 31, 2001 and 2000
--------------------------------------

The  Company  had no revenue  for the years  ended  December  31, 2001 and 2000,
respectively.

General and  administrative  expenses for the years ended  December 31, 2001 and
2000  were   approximately   $8,580   and  $720,   respectively.   General   and
administrative  expenses  during  these  years  consisted  principally  of  fees
associated with the maintenance of the Company's shareholder ledger. The Company
realized  a net  loss of  approximately  $8,580  and $720  for the  years  ended
December 31, 2001 and 2000, respectively.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses  unless  and until  such time that the  Company's  operating
subsidiary begins meaningful operations.

Liquidity and Capital Resources
-------------------------------

At December 31, 2001, and for all periods  subsequent  thereto,  the Company had
working capital of $135.

On  September  25,  2001,  the Company  sold  10,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $10,000,
pursuant to a private  placement  memorandum  to Glenn A. Little,  the Company's
President  and Chief  Executive  Officer.  These  funds were used to support the
working  capital needs of the Company.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.


                                                                               9



Item 7 - Financial Statements

The  financial  statements  of the  Company  appear  at the end of  this  report
beginning with the Index to Financial Statements on page F-1.


Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None


PART III

Item  9  -  Directors,   Executive  Officers,  Promoters  and  Control  Persons;
Compliance with Section 16(A) of The Securities Exchange Act of 1934

Directors and Officers

The following  table sets forth the names,  ages, and positions with the Company
for the sole director and officer of the Company.

    Name                              Age             Position Held and Tenure
    ----                              ---             ------------------------

Glenn A. Little                       48                 President, Director
Matthew Blair                         44           Secretary, Treasurer Director

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall  within the range of five to ten hours per month.  There are no
agreements  or  understandings  for any  officer  or  director  to resign at the
request of another  person,  and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

Biographical Information

Glenn A.  Little,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities  Broker/Dealer with offices in Midland,  Texas since 1979. Mr. Little
currently serves as an officer of other inactive public  corporations having the
same business purpose as the Company.

Before founding LITCO, Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First  National  Bank of
Commerce in New Orleans, Louisiana.


                                                                              10



Matthew Blair was formerly a solo  practitioner of law in Midland,  Texas and is
presently  a Title IV-D  Master in Midland  County  Texas.  Before  opening  his
practice  he served in the Legal  Department  of the Federal  Deposit  Insurance
Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to  corporate
structures and debt workouts.  His employment  before the FDIC  appointment  was
with Texas American Energy and Exxon Corporation.  Mr. Blair received a Bachelor
of Arts in  Government  from The  University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University  School of Law (1979). He is licensed in every
state court in Texas,  United  States  District  Court (Texas) and in The United
States Supreme Court.

Item 10 - Executive Compensation

There was no  compensation  paid during  either of the years ended  December 31,
2001 and 2000.

None of the Company's current officers or directors receives or has received any
salary  from  Company  during the  preceding  five years.  The Company  does not
anticipate  entering  into  employment  agreements  with any of its  officers or
directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
board meeting.


Item 11 -  Security  Ownership  of  Management,  Certain  Beneficial  Owners and
Management

The following  table sets forth as of January 8, 2002, the number and percentage
of the  10,145,640  outstanding  shares of common  stock that were  beneficially
owned by (i) each  person  who is  currently  a  director,  (ii) each  executive
officer,  (iii) all current directors and executive officers as a group and (iv)
each person who, to the knowledge of the Company is the beneficial owner of more
than 5% of the  outstanding  common stock.  Except as otherwise  indicated,  the
persons named in the table have sole voting and  dispositive  power with respect
to all shares  beneficially  owned,  subject to  community  property  laws where
applicable.

Name and Address                        Common Shares       Percent of Class (1)
----------------                        -------------       --------------------

Glenn A. Little                         10,073,186          99.29%
211 W. Wall Street
Midland TX 79701

Matthew Blair                           0                   0.00%
201 W. Wall Street
Midland TX 79701

All officers and directors as a         10,073,186          99.29%
Group (2 persons)

(1)  Based on 10,145,640 shares outstanding as of January 8, 2002.


Item 12 - Certain Relationships and Related Transactions

On  September  25,  2001,  the Company  sold  10,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $10,000,
pursuant to a private  placement  memorandum  to Glenn A. Little,  the Company's
President  and Chief  Executive  Officer.  These  funds were used to support the
working  capital needs of the Company.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

The  Company's  President,  Glenn A. Little,  has agreed to provide funds to the
Company  sufficient  to cover  Company  expenses  relating  to its SEC  periodic
reporting and other minor corporate expenses.


                                                                              11



Except for the transactions  described above there are no proposed  transactions
and no  transactions  during the past two years to which the Company was a party
and  in  which  any  officer,  director,  or  principal  stockholder,  or  their
affiliates or associates, was also a party.


Item 13 - Exhibits and Reports on Form 8-K

Copies of the  following  documents  are  included  as  exhibits  to this report
pursuant to Item 601 of Regulation S-B.

Exhibits - None
--------

Form 8-K Filings - None
----------------



                                                                              12



                                   SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Securities  Act of 1933,  as
amended,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereto duly authorized.

                                            ProHealth Medical Technologies, Inc.

Dated: January 14, 2002                        By:      /s/ Glenn A. Little
       ----------------                           ------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.

Dated: January 14, 2002                        By:      /s/ Glenn A. Little
       ----------------                           ------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Executive Officer



Dated: January 14, 2002                        By:      /s/ Matthew Blair
       ----------------                           ------------------------------
                                                                   Matthew Blair
                                                                        Director


                                                                              13



                      ProHealth Medical Technologies, Inc.

                                    Contents

                                                                           Page
                                                                           ----

Report of Independent Certified Public Accountants                          F-2

Financial Statements

   Balance Sheets
     as of December 31, 2001 and 2000                                       F-3

   Statements of Operations
     for the years ended December 31, 2001 and 2000                         F-4

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 2001 and 2000                         F-5

   Statements of Cash Flows
     for the years ended December 31, 2001 and 2000                         F-6

   Notes to Financial Statements                                            F-7




                                                                             F-1




S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
ProHealth Medical Technologies, Inc.

We  have  audited  the   accompanying   balance  sheets  of  ProHealth   Medical
Technologies,  Inc. (a Nevada  corporation) as of December 31, 2001 and 2000 and
the related  statements  of  operations  and  comprehensive  income,  changes in
shareholders'  equity and cash  flows for the each of the two years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audits  provide  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 ProHealth Medical Technologies,
Inc. as of December 31, 2000 and 1999 and the related  statements  of operations
and comprehensive income, changes in shareholders' equity and cash flows for the
each  of the two  years  then  ended,  in  conformity  with  generally  accepted
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                                      S. W. HATFIELD, CPA
Dallas, Texas
January 9, 2002


                      Use our past to assist your future sm
(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                       F-2





                      ProHealth Medical Technologies, Inc.
                                 Balance Sheets
                           December 31, 2001 and 2000


                                                         December 31,    December 31,
                                                              2001            2000
                                                         ------------    ------------
                                                                   

                                                  ASSETS
                                                  ------
Current assets
   Cash on hand and in bank                              $        135    $       --
                                                         ------------    ------------

   Total current assets                                           135            --
                                                         ------------    ------------

Total Assets                                             $        135    $       --
                                                         ============    ============


                                   LIABILITIES AND SHAREHOLDERS' EQUITY
                                   ------------------------------------
Liabilities
   Current liabilities
     Accounts payable - trade                            $       --      $      1,283
                                                         ------------    ------------

     Total current liabilities                                   --             1,283
                                                         ------------    ------------


Commitments and contingencies


Shareholders' equity (deficit)
  Common stock - $0.0001 par value
     100,000,000 shares authorized
     10,145,640 and 145,640 shares
     issued and outstanding, respectively                       1,015              15
   Additional paid-in capital                                 815,182         806,182
   Accumulated deficit                                       (816,062)       (807,480)
                                                         ------------    ------------

   Total Shareholders' Equity (Deficit)                           135          (1,283)
                                                         ------------    ------------

   Total Liabilities and Shareholders' Equity            $        135    $       --
                                                         ============    ============




The accompanying notes are an integral part of these financial statements.
                                                                             F-3




                      ProHealth Medical Technologies, Inc.
                Statements of Operations and Comprehensive Income
                     Years ended December 31, 2001 and 2000


                                            Year ended     Year ended
                                           December 31,   December 31,
                                                2001            2000
                                           ------------    ------------

Revenues                                   $       --      $       --
                                           ------------    ------------

Expenses
   General and administrative expenses            8,582             720
                                           ------------    ------------

     Total operating expenses                     8,582             720
                                           ------------    ------------

Income (Loss) from continuing operations
   before provision for income taxes             (8,582)           (720)

Provision for income taxes                         --              --
                                           ------------    ------------

Net Income (Loss)                                (8,582)           (720)

Other Comprehensive Income                         --              --
                                           ------------    ------------

Comprehensive Income (Loss)                $     (8,582)   $       (720)
                                           ============    ============


Earnings per share of common stock
   outstanding computed on net loss -
   basic and fully diluted                          nil    $      (0.01)
                                           ============    ============

Weighted-average number of shares
   outstanding - basic and fully diluted      2,830,572         145,640
                                           ============    ============




The accompanying notes are an integral part of these financial statements.
                                                                             F-4





                      ProHealth Medical Technologies, Inc.
                  Statement of Changes in Shareholders' Equity
                     Years ended December 31, 2001 and 2000



                                       Common Stock          Additional
                                       ------------           paid-in     Accumulated
                                   Shares        Amount       capital       deficit         Total
                                -----------   -----------   -----------   -----------    -----------
                                                                          
Balances at January 1, 2000         145,640   $        15   $   805,782   $  (806,760)   $      (963)

Capital contributed to
   support operations                  --            --             400          --              400

Net loss for the year                  --            --            --            (720)          (720)
                                -----------   -----------   -----------   -----------    -----------

Balances at December 31, 2000       145,640            15       806,182      (807,480)        (1,283)

Private placement of
   common stock                  10,000,000         1,000         9,000          --           10,000

Net loss for the year                  --            --            --          (8,582)        (8,582)
                                -----------   -----------   -----------   -----------    -----------


Balances at December 31, 2001    10,145,640   $     1,015   $   815,182   $  (816,062)   $       135
                                ===========   ===========   ===========   ===========    ===========





The accompanying notes are an integral part of these financial statements.
                                                                             F-5





                      ProHealth Medical Technologies, Inc.
                            Statements of Cash Flows
                     Years ended December 31, 2001 and 2000


                                                             Year ended      Year ended
                                                            December 31,    December 31,
                                                                 2001            2000
                                                            ------------    ------------
                                                                      
Cash Flows from Operating Activities
   Net income (loss) for the period                         $     (8,582)   $       (720)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase (Decrease) in
         Accounts payable - trade                                 (1,283)            320
                                                            ------------    ------------

Net cash used in operating activities                             (9,865)           (400)
                                                            ------------    ------------


Cash Flows from Investing Activities                                --              --
                                                            ------------    ------------


Cash Flows from Financing Activities
   Cash received on private placement of common stock             10,000            --
   Cash advanced by shareholder                                     --               400
                                                            ------------    ------------

Net cash provided by financing activities                         10,000             400
                                                            ------------    ------------

Increase (Decrease) in Cash                                          135            --

Cash at beginning of period                                         --              --
                                                            ------------    ------------

Cash at end of period                                       $        135    $       --
                                                            ============    ============

Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the year                             $       --      $       --
                                                            ============    ============
     Income taxes paid for the year                         $       --      $       --
                                                            ============    ============




The accompanying notes are an integral part of these financial statements.
                                                                             F-6



                      ProHealth Medical Technologies, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

ProHealth Medical  Technologies,  Inc. (Company) was originally  incorporated on
January  26,  1983 under the laws of the State of Florida as  Datalink  Systems,
Inc. for the purpose of marketing electronic  information  processing systems to
the medical and healthcare industries.  As of December 31, 1986, the Company had
closed this business operation.

The Company changed its corporate name to Datalink Capital  Corporation in April
1987 and to Midland Capital Resources,  Inc. in April 1991.  Subsequent thereto,
the  Company  forfeited  its  corporate  charter in the State of Florida  due to
non-payment  of various  taxes and fees. In July 1997,  the Company's  corporate
charter was reactivated with the State of Florida and changed its corporate name
to Datalink Capital Corporation, effective September 24, 1997.

On December  29,  1998,  the Company  changed  its State of  Incorporation  from
Florida  to  Nevada  by  means  of  a  merger  with  and  into  DCC  Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation.  The  Articles  of  Incorporation  and  Bylaws  of  the  Nevada
corporation  are the  Articles  of  Incorporation  and  Bylaws of the  surviving
corporation. Such Articles of Incorporation did not change the capital structure
of the Company and  effectively  changed the corporate  name to DCC  Acquisition
Corporation.

In November 1999, in anticipation  of a business  combination  transaction,  the
Company  experienced  a change in control.  As a result of the change in control
and the anticipated  business combination  transaction,  the Company changed its
corporate  name  to  ProHealth  Medical  Technologies,  Inc.  Subsequently,  the
anticipated business combination transaction did not occur.

The  Company  has  had  no  operations,   assets  or  liabilities   since  1989.
Accordingly,  the  Company  is  dependent  upon  management  and/or  significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  shareholders to provide  sufficient  working  capital  necessary to
support and preserve the integrity of the corporate  entity.  In September 2001,
the Company sold 10,000,000  restricted,  unregistered shares of common stock at
$0.001 per share, for gross proceeds of $10,000,  to the Company's  President to
provide  working capital to satisfy all debts incurred in the maintenance of the
corporate entity.

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of December 31.

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  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.


                                                                             F-7



                      ProHealth Medical Technologies, Inc.

                    Notes to Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

2.   Income Taxes
     ------------

     At December 31, 2001,  as a result of the November  1999 change in control,
     the Company has a net operating loss  carryforward  for income tax purposes
     of approximately  $12,000.  If this carryforward is not fully utilized,  it
     will  begin  to  expire  in  2019.  As  of  December  31,  2001  and  2000,
     respectively, the deferred tax asset related to the Company's net operating
     loss carryforward is fully reserved.

3.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  2001  and  2000,
     respectively, the Company had no warrants and/or options outstanding.


Note C - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.


Note D - Income Taxes

The  components of income tax (benefit)  expense for the year ended December 31,
2001 and 2000, respectively, are as follows:

                                                     December 31,   December 31,
                                                          2001           2000
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------

       Total                                         $       --     $       --
                                                     ============   ============


                                                                             F-8





                      ProHealth Medical Technologies, Inc.

                    Notes to Financial Statements - Continued


Note D - Income Taxes - Continued

As of December 31, 2001, as a result of the November 1999 change in control, the
Company has a net operating loss carryforward of approximately $12,000 to offset
future taxable income.  Subject to current  regulations,  this carryforward will
begin to expire in 2019. The amount and  availability  of the net operating loss
carryforwards  may be subject to limitations  set forth by the Internal  Revenue
Code. Factors such as the number of shares ultimately issued within a three year
look-back  period;  whether  there is a deemed  more than 50  percent  change in
control; the applicable long-term tax exempt bond rate; continuity of historical
business;  and  subsequent  income  of the  Company  all enter  into the  annual
computation of allowable annual utilization of the carryforwards.

The  Company's  income tax expense for the nine months ended  September 30, 2001
and 2000, respectively, are as follows:


                                                       December 31,    December 31,
                                                            2001            2000
                                                       ------------    ------------
                                                                 
Statutory rate applied to loss before income taxes     $     (2,918)   $       (245)
Increase (decrease) in income taxes resulting from:
     State income taxes                                        --              --
     Other, including reserve for deferred tax asset          2,918             245
                                                       ------------    ------------

       Income tax expense                              $       --      $       --
                                                       ============    ============

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of September 30, 2001 and 2000, respectively:

                                                       December 31,    December 31,
                                                            2001            2000
                                                       ------------    ------------
     Deferred tax assets
       Net operating loss carryforwards                $      4,080    $      1,150
       Less valuation allowance                              (4,080)         (1,150)
                                                       ------------    ------------

     Net Deferred Tax Asset                            $       --      $       --
                                                       ============    ============



Note E - Common Stock Transactions

On  September  25,  2001,  the Company  sold  10,000,000  shares of  restricted,
unregistered  common  stock at $0.001 per share for gross  proceeds  of $10,000,
pursuant to a private placement  memorandum to the Company's President and Chief
Executive Officer. These funds were used to support the working capital needs of
the Company. The Company relied upon Section 4(2) of The Securities Act of 1933,
as amended, for an exemption from registration on these shares.




                                                                             F-9






                      ProHealth Medical Technologies, Inc.

                    Notes to Financial Statements - Continued


Note F - Selected Financial Data (Unaudited)

The following is a summary of the quarterly  results of operations for the years
ended December 31, 2001 and 2000, respectively.

                           Quarter ended   Quarter ended   Quarter ended   Quarter ended   Year ended
                             March 31         June 30       September 30    December 31    December 31
                           -------------   -------------   -------------   -------------   -----------
                                                                            
2001
----
   Net revenues            $       --      $       --      $       --      $       --      $       --
   Gross profit                    --              --              --              --              --
   Net loss from operations        (105)           (105)         (8,372)           --            (8,582)
   Basic and fully diluted
     earnings per share             nil             nil    $      (0.02)            nil             nil
   Weighted-average
     number of shares
     outstanding                145,640         145,640         365,420      10,145,640       2,830,572

2000
----
   Net revenues            $       --      $       --      $       --      $       --      $       --
   Gross profit                    --              --              --              --              --
   Net loss from operations        (222)           (159)           (180)           (159)           (720)
   Basic and fully diluted
     earnings per share             nil             nil             nil             nil             nil
   Weighted-average
     number of shares
     outstanding                145,640         145,640         145,640         145,640         145,640


                                                                            F-10