UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 reported)           MAY 21, 2002
                                          --------------------------------------


                                 ARTESCOPE, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its chapter)


<TABLE>
<CAPTION>

   <S>                                   <C>                             <C>
             DELAWARE                           000-33309                               33-0953557
   -----------------------------         -----------------------         ------------------------------------
   (State or other jurisdiction          (Commission File Number)        (I.R.S. Employer Identification No.)
         of incorporation)

</TABLE>

      29 ABINGDON ROAD, KENSINGTON, LONDON, ENGLAND                  W86AH
      ---------------------------------------------                ----------
         (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code  44-20-7938-5409
                                                    ----------------

             18335 Mt. Langley Street, Fountain Valley, California, 92708
             -------------------------------------------------------------
             (Former name or former address, if changed since last report)



                      INFORMATION TO BE INCLUDED IN REPORT

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

On May 6, 2002, there was a change of control. The Company is now controlled by
the public with no shareholder owning more 5%. The individuals acquired the
restricted shares in a private transaction with the shareholders listed in the
paragraph below.

The basis of the control was a change in management and a change in the
controlling shareholders. For further information on the change of control in
management see Item 5 below. Prior to this change in control, Artescope was
controlled by public shareholders with no shareholder holding more than 5%,
except for Renee Y. Close (600,000 shares), Bernie Colacchio (1,500,000),
Michael J. Muellerleile (400,000), Ryan A. Neely (600,000), Jack Obrey
(500,000), R. Michael Perisi (500,000), all of whom currently own no shares.

Except as described in this Form 8-K, Artescope is not aware of any arrangement
that may result in a further change in control of Artescope.

ITEM 5.  OTHER EVENTS.

On May 6, 2002, Renee Y. Close resigned as a director and as the president and
secretary of Artescope and Bernard P. Colacchio resigned as a director and as
the treasurer of Artescope. However, these directors did not resign over any
disagreement with Artescope. They were simply replaced by the new director and
officer of Artescope.

<PAGE>

FORM 8-K                          ARTESCOPE, INC.                         2 of 2

In their place, John daCosta was appointed the new director and sole officer of
Artescope. Each director of Artescope holds office until (i) the next annual
meeting of the stockholders, (ii) his successor has been elected and qualified,
or (iii) the director resigns.

In the past five years, Mr. daCosta (37 years old) has been involved as an
accountant for various publicly trading companies. Mr. daCosta holds no
directorships in any other reporting company.


                                   SIGNATURES


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


                                         ARTESCOPE, INC.



Dated May 21, 2002                       By:/s/ John daCosta
                                            ------------------------------------
                                                  JOHN DACOSTA - PRESIDENT
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{"company-data": {"conformed-name": "ARTESCOPE INC", "cik": "0001143238", "assigned-sic": "7330", "irs-number": "330953557"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33309", "film-number": "02659192"}, "business-address": {"street1": "1301 DOVE ST", "street2": "STE 460", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9496609700"}, "mail-address": {"street1": "18335 MT LANGLEY STREET", "city": "FOUNTAIN VALLEY", "state": "CA", "zip": "92708"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 reported)           MAY 21, 2002
                                          --------------------------------------

                                 ARTESCOPE, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its chapter)
DELAWARE                           000-33309                               33-0953557
   -----------------------------         -----------------------         ------------------------------------
   (State or other jurisdiction          (Commission File Number)        (I.R.S. Employer Identification No.)
         of incorporation)
29 ABINGDON ROAD, KENSINGTON, LONDON, ENGLAND                  W86AH
      ---------------------------------------------                ----------
         (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code  44-20-7938-5409
                                                    ----------------

             18335 Mt. Langley Street, Fountain Valley, California, 92708
             -------------------------------------------------------------
             (Former name or former address, if changed since last report)

                      INFORMATION TO BE INCLUDED IN REPORT

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

On May 6, 2002, there was a change of control. The Company is now controlled by
the public with no shareholder owning more 5%. The individuals acquired the
restricted shares in a private transaction with the shareholders listed in the
paragraph below.

The basis of the control was a change in management and a change in the
controlling shareholders. For further information on the change of control in
management see Item 5 below. Prior to this change in control, Artescope was
controlled by public shareholders with no shareholder holding more than 5%,
except for Renee Y. Close (600,000 shares), Bernie Colacchio (1,500,000),
Michael J. Muellerleile (400,000), Ryan A. Neely (600,000), Jack Obrey
(500,000), R. Michael Perisi (500,000), all of whom currently own no shares.

Except as described in this Form 8-K, Artescope is not aware of any arrangement
that may result in a further change in control of Artescope.

ITEM 5.  OTHER EVENTS.

On May 6, 2002, Renee Y. Close resigned as a director and as the president and
secretary of Artescope and Bernard P. Colacchio resigned as a director and as
the treasurer of Artescope. However, these directors did not resign over any
disagreement with Artescope. They were simply replaced by the new director and
officer of Artescope.
FORM 8-K                          ARTESCOPE, INC.                         2 of 2

In their place, John daCosta was appointed the new director and sole officer of
Artescope. Each director of Artescope holds office until (i) the next annual
meeting of the stockholders, (ii) his successor has been elected and qualified,
or (iii) the director resigns.

In the past five years, Mr. daCosta (37 years old) has been involved as an
accountant for various publicly trading companies. Mr. daCosta holds no
directorships in any other reporting company.

                                   SIGNATURES

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

                                         ARTESCOPE, INC.

Dated May 21, 2002                       By:/s/ John daCosta
                                            ------------------------------------
                                                  JOHN DACOSTA - PRESIDENT