Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        October 22, 2002

                                 LIFEN, INC.
              (Exact Name of Registrant as Specified in Charter)

     Delaware                            0-31152                 76-0585701
(State or Other Jurisdiction           (Commission                  (IRS
of Incorporation)                      File Number)                 Employer

455 Market Street, Suite 1220, San Francisco, CA                        94105
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code      (415) 543-1535

              444 Madison Avenue, Suite 2904, New York, NY 10022
        (Former Name or Former Address, If Changed Since Last Report)

Item 8.  Change in Fiscal Year.

        On October 22, 2002, the Board of Directors of registrant approved a
change in its fiscal year end from August 31st to December 31st.  This change
will take effect December 31, 2002.  Registrant will file on Form 10-KSB the
report covering the transition period from September 1, 2002 to December 31,


        Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.

                                                Lifen, Inc.

November 6, 2002                           /s/ James D. Durham
----------------                ----------------------------------------
     Date                       James Durham, Chief Executive Officer