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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

(Mark One)

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|þ |  | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended November 30, 2002

|  |  |                                                                                   
|- |  | ----------------------------------------------------------------------------------
|o |  | Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _______________ to ______________.

Commission file number 0-18808

1st Realty Investments, Inc.

(Name of small business issuer as specified in its charter)


|                                                                      |  |                                             
|--------------------------------------------------------------------- |  | --------------------------------------------
|Nevada
(State or other jurisdiction
of incorporation or organization) |  | 13-3530765
(IRS Employer Identification No.)

5115 N. Scottsdale Road, Suite 101
Scottsdale, AZ 85250
(480) 949-6007
(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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  þ       No  o

The number of shares of the registrants Common Stock outstanding at December
31, 2002 was 17,518,525.

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TABLE OF CONTENTS



|                             |                                                             |  |  |  |  |  |  | 
|---------------------------- | ----------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                               
|                             | Item 2. Managements Discussion and Analysis               
|PART II: OTHER INFORMATION  
|                             | Item 1. Legal Proceedings                                  
|                             | Item 2. Changes in Securities and Use of Proceeds          
|                             | Item 3. Defaults Upon Senior Securities                    
|                             | Item 4. Submission of Matters to a Vote of Security Holders
|                             | Item 5. Other Information                                  
|                             | Item 6. Exhibits and Reports on Form 8-K                   
|SIGNATURES                  
|EX-99.2                     
|EX-99.3                     
|EX-99.4                     
|EX-99.5                     



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1ST REALTY INVESTMENTS, INC.

CONTENTS

|           |                                                             |  |      |    | 
|---------- | ----------------------------------------------------------- |  | ---- | -- | 
|           |                                                             |  | PAGE
|           |                                                             |  |     
|Part I     |                                                             |  |      |   
|           | Financial Information                                       |  |      |    | 
|           | Item 1. Financial Statements                                |  |      | 3  | 
|           | Item 2. Managements Discussion and Analysis                |  |      | 10 | 
|           | Item 3. Controls and Procedures                             |  |      | 12 | 
|Part II    |                                                             |  |      |   
|           | Other Information                                           |  |      |    | 
|           | Item 1. Legal Proceedings                                   |  |      | 12 | 
|           | Item 2. Changes in Securities and Use of Proceeds           |  |      | 13 | 
|           | Item 3. Defaults Upon Senior Securities                     |  |      | 13 | 
|           | Item 4. Submission of Matters to a Vote of Security Holders |  |      | 13 | 
|           | Item 5. Other Information                                   |  |      | 13 | 
|           | Item 6. Exhibits and Reports on Form 8-K                    |  |      | 13 | 
|Signatures |                                                             |  | 14   |   

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PART I FINANCIAL INFORMATION




Item 1.Financial Statements

1ST REALTY INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS

|                                               |                                      |                                                                                        |                   |         |              |           |            |         |           |           | 
|---------------------------------------------- | ------------------------------------ | -------------------------------------------------------------------------------------- | ----------------- | ------- | ------------ | --------- | ---------- | ------- | --------- | --------- | 
|                                               |                                      |                                                                                        |                   |         | November 30, |           | August 31,
|                                               |                                      |                                                                                        |                   |         | 2002         |           | 2002      
|                                               |                                      |                                                                                        |                   |         |              |           |           
|                                               |                                      |                                                                                        |                   |         | (unaudited)  |           |            |         |          
|ASSETS                                         |                                      |                                                                                        |                   |         |              |           |            |        
|                                               | Cash and cash equivalents            |                                                                                        | $                 | 4,939   |              |           | $          | 4,179   |          
|                                               | Notes receivable, net                |                                                                                        |                   | 33,967  |              |           |            | 46,297  |          
|                                               | Investment in unconsolidated company |                                                                                        |                   | 506,431 |              |           |            | 552,603 |          
|                                               | Other assets                         |                                                                                        |                   | 14,589  |              |           |            | 14,539  |          
|                                               |                                      |                                                                                        |                   |         |              |           |            |        
|                                               |                                      | $                                                                                      | 559,926           |         |              | $         | 617,618    |        
|                                               |                                      |                                                                                        |                   |         |              |           |            |         |          
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |                                      |                                                                                        |                   |         |              |           |            |        
|                                               | Liabilities                          |                                                                                        |                   |         |              |           |            |         |          
|                                               |                                      | Payable to related entities                                                            |                   | $       | 1,234,098    |           |            | $       | 1,180,284 |          
|                                               |                                      | Accounts payable and other accrued liabilities                                         |                   |         | 11,998       |           |            |         | 694       |          
|                                               |                                      |                                                                                        |                   |         |              |           |            |        
|                                               |                                      |                                                                                        | Total liabilities |         |              | 1,246,096 |            |         |           | 1,180,978 | 
|                                               | Stockholders equity (deficit)       |                                                                                        |                   |         |              |           |            |         |          
|                                               |                                      | Common stock, $0.001 par value; 25,000,000 shares authorized;
17,518,525 shares issued |                   |         | 17,519       |           |            |         | 17,519    |          
|                                               |                                      | Additional paid-in capital                                                             |                   |         | 45,401       |           |            |         | 45,401    |          
|                                               |                                      | Accumulated deficit                                                                    |                   |         | (749,090     | )         |            |         | (626,280  | )        
|                                               |                                      | Treasury stock, at cost, 651,972 shares                                                |                   |         |             |           |            |         |          |          
|                                               |                                      |                                                                                        |                   |         |              |           |            |        
|                                               |                                      | Total stockholders equity (deficit)                                                   |                   |         | (686,170     | )         |            |         | (563,360  | )        
|                                               |                                      |                                                                                        |                   |         |              |           |            |        
|                                               |                                      | $                                                                                      | 559,926           |         |              | $         | 617,618    |        
|                                               |                                      |                                                                                        |                   |         |              |           |            |         |          

The accompanying notes are an integral part of these consolidated financial statements.

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1ST REALTY INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                                                                 |                   |                                            |          |                            |         |      |         |            |         |  
|---------------------------------------------------------------- | ----------------- | ------------------------------------------ | -------- | -------------------------- | ------- | ---- | ------- | ---------- | ------- | -
|                                                                 |                   |                                            |          | Quarter ended November 30,
|                                                                 |                   |                                            |          |                           
|                                                                 |                   |                                            |          | 2002                       |         | 2001
|                                                                 |                   |                                            |          |                            |         |     
|Interest income                                                  |                   | $                                          | 620      |                            |         | $    | 1,568   |           
|General and administrative expense                               |                   |                                            | 59,456   |                            |         |      | 3,637   |           
|                                                                 |                   |                                            |          |                            |         |      |         |           
|Operating loss                                                   |                   |                                            | (58,836  | )                          |         |      | (2,069  | )         
|Other expense                                                    |                   |                                            |          |                            |         |      |         |           
|                                                                 |                   | Interest expense                           |          |                            | (17,802 | )    |         |            | (18,800 | )
|                                                                 |                   | Equity in losses of unconsolidated
company |          |                            | (46,172 | )    |         |            | (26,688 | )
|                                                                 |                   |                                            |          |                            |         |      |         |           
|                                                                 |                   |                                            | (63,974  | )                          |         |      | (45,488 | )         
|                                                                 |                   |                                            |          |                            |         |      |         |           
|Net loss                                                         |                   | $                                          | (122,810 | )                          |         | $    | (47,557 | )         
|                                                                 |                   |                                            |          |                            |         |      |         |           
|Net loss per common and common
equivalent share                  |                   |                                            |          |                            |         |      |         |           
|                                                                 | Basic and diluted |                                            | $        | (0.01                      | )       |      | $       |           |        
|                                                                 |                   |                                            |          |                            |         |      |         |           
|Weighted average common and common
equivalent shares outstanding |                   |                                            |          |                            |         |      |         |           
|                                                                 | Basic and diluted |                                            |          | 17,518,525                 |         |      |         | 17,518,525 |        

The accompanying notes are an integral part of these consolidated financial statements.

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1ST REALTY INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |         |        |         |  
|------------------------------------------------ | -------------------------------------------------------------------------- | ------------------------------------------ | ---------------------------------------------- | -------- | ------------------------------- | ------- | ----- | ------- | ------ | ------- | -
|                                                 |                                                                            |                                            |                                                |          | Three months ended November 30,
|                                                 |                                                                            |                                            |                                                |          |                                
|                                                 |                                                                            |                                            |                                                |          | 2002                            |         | 2001 
|                                                 |                                                                            |                                            |                                                |          |                                 |         |      
|Cash flows from operating activities             |                                                                            |                                            |                                                |          |                                 |         |       |        
|                                                 | Net loss                                                                   |                                            | $                                              | (122,810 | )                               |         | $     | (47,557 | )     
|                                                 | Adjustments to reconcile net loss to net cash
used in operating activities |                                            |                                                |          |                                 |         |       |         |       
|                                                 |                                                                            | Bad debt expense                           |                                                |          | 12,208                          |         |       |         |       |        
|                                                 |                                                                            | Depreciation and amortization              |                                                |          |                                |         |       |         | 609    |        
|                                                 |                                                                            | Equity
in losses of
unconsolidated company |                                                |          | 46,172                          |         |       |         | 26,688 |        
|                                                 |                                                                            | Change in assets and liabilities           |                                                |          |                                 |         |       |         |        |        
|                                                 |                                                                            |                                            | Other assets                                   |          |                                 | (50     | )     |         |        | (278    | )
|                                                 |                                                                            |                                            | Accounts payable and other accrued
liabilities |          |                                 | 11,304  |       |         |        | 37      |  
|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |        
|                                                 |                                                                            |                                            | Net cash used in operating activities          |          |                                 | (53,176 | )     |         |        | (20,501 | )
|Cash flows from investing activities             |                                                                            |                                            |                                                |          |                                 |         |       |        
|                                                 | Collection of notes receivable                                             |                                            |                                                | 122      |                                 |         |       | 587     |       
|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |        
|Cash flows from financing activities             |                                                                            |                                            |                                                |          |                                 |         |       |        
|                                                 | Increase in advances from related parties                                  |                                            |                                                | 53,814   |                                 |         |       | 21,500  |       
|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |        
|Net increase in cash and cash equivalents        |                                                                            |                                            | 760                                            |          |                                 |         | 1,586 |        
|Cash and cash equivalents at beginning of period |                                                                            |                                            | 4,179                                          |          |                                 |         | 5,799 |        
|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |        
|Cash and cash equivalents at end of period       |                                                                            | $                                          | 4,939                                          |          |                                 | $       | 7,385 |        
|                                                 |                                                                            |                                            |                                                |          |                                 |         |       |         |       

The accompanying notes are an integral part of these consolidated financial statements.

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1ST REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE A  BACKGROUND AND BASIS OF PRESENTATION

The accompanying consolidated financial statements as of and for the three
month periods ended November 30, 2002 and 2001 include the accounts of 1st
Realty Investments, Inc. (formerly First National Realty Associates, Inc.) and
its wholly- and majority-owned subsidiaries (collectively, the Company).
Investments in companies that represent 20% to 50% of the ownership interest
are accounted for on the equity method. Investments in companies that represent
less than a 20% ownership interest are accounted for on the cost basis. All
material intercompany accounts and transactions have been eliminated.

The accompanying unaudited financial information reflects all adjustments,
consisting only of normal recurring adjustments, that are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods presented.

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is responsible
for making estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and reported amounts of revenues and expenses
during the reported period. Actual results could differ from those estimates.

The Company is an Arizona-based company that was formed in Georgia in October
1988, and became a publicly-held Nevada company through a merger into Emphatic
Mergers, Inc. a publicly-held corporation on April 11, 1990. The name of the
corporation was changed from First National Realty Associates, Inc. to 1st
Realty Investments, Inc. on July 13, 2000.

The Company was founded with the intended purpose of becoming primarily a
national residential real estate brokerage company, focusing on relatively
affluent markets in geographically diverse market areas. Between 1988 and 1991,
the Company grew primarily through the acquisition of other real estate
brokerage companies in multiple states. However, principally due to the
downturn in the real estate industry in the early 1990s, the Company was
unable to generate profitable operations. On April 6, 1992, the Company filed a
voluntary petition in the United States Bankruptcy Court for the District of
Georgia to reorganize under Chapter 11 of the United States Bankruptcy Code
(the Bankruptcy Code). On January 21, 1993, the Companys Chapter 11 case was
voluntarily converted to a case under Chapter 7 of the Bankruptcy Code. All of
the Companys assets were subsequently liquidated and the proceeds distributed,
and the bankruptcy was dismissed on September 27, 1994. From that date through
the end of fiscal 2000, the Company had no operations. It did, however, incur
approximately $51,000 in administrative and legal expenses during that time.
The Company paid for these costs either by issuing common stock or through
advances it received from Great Western Land and Recreation, Inc. (Great
Western), formerly Amortibanc Management, L.C.

In fiscal 2001, the Company began efforts to become an operating company once
again. On September 22, 2000, the Company purchased a $20,000 note receivable
issued by an unrelated company in connection with a sale of real estate,
bearing interest at 9%. This note receivable was purchased from Great Western
in exchange for 500,000 shares of common stock. On December 29, 2000, the
Company purchased ownership interests in nine entities from Great Western in
exchange for a $951,629 note payable and 1,000,000 shares of common stock. The
most significant of these interests were a 25.52% ownership in Laguna at
Arrowhead Apartments L.L.C. (Laguna), which owns an apartment complex in
Phoenix, Arizona, and a 51% interest in Firebird Financial L.L.C. (Firebird
Financial), an entity that was formed to provide second mortgage financing in
the Houston, Texas area. The ownership interest in Laguna at
Arrowhead Apartments L.L.C. is held indirectly through Laguna
Investments, L.L.C., a wholly owned subsidiary (collectively
Laguna). Firebird Financial has not funded any new loans since
1998, and does not have any current plans to fund additional loans in the
future. The other seven entities had no operations and minimal net asset
values.

The acquisitions of the ownership interests in the nine entities from Great
Western are accounted for by the purchase method of accounting. The purchase
price was allocated as follows: $876,332 to Laguna, $74,579 to Firebird
Financial and $10,718 to the remaining seven entities. The purchase price was
based on the estimated fair value of the entities acquired based on an
independent appraisal of Laguna and managements estimates of the values of the
other entities. The 25.52% interest in Laguna is being accounted for on the
equity method since acquisition and the accounts of Firebird Financial are
consolidated in these financial statements. Firebird Financial has a deficit
equity balance, therefore no minority interest is reflected in these financial
statements. The excess cost over the Companys interest in the net equity of
Laguna is included in the investments in unconsolidated company on the
balance sheet and is being amortized over the life of the Laguna apartment
complex. A partnership controlled by the Chairman of the Companys board of
directors owns 1.82% of Laguna. Ownership of the remaining 72.66% of Laguna is
by 28 other unaffiliated investors.

Great Western is a related company. Jay Torok, the Chairman of the board of
directors, is also the Chairman, President and Chief

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Executive Officer of Great Western. William Szilagyi, the President and a
member of the board of directors is also the Senior Vice President of Great
Western. Prior to September 2000, Great Western owned 6.2% of the Companys
common stock. As a result of the issuance of common stock to Great Western in
September 2000 and December 2000 discussed above, Great Western owns 14.3% of
the Companys common stock as of December 31, 2002.

On July 23, 2002, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement or the Agreement) with Great Western. Under the Merger
Agreement, the Company agreed to undertake a series of transactions the result
of which would be the transfer of control of the Company to the stockholder of
Great Western, and the merger of Great Western into the Company. The Company
will be the surviving entity. The transaction also involves the election of new
directors of the Company and the amendment of the Companys Articles of
Incorporation to change its name to Great Western Land and Recreation, Inc. The
Board of Directors of the Company unanimously approved the Merger Agreement and
the other transactions to be undertaken and the holders of a majority of the
outstanding stock of the Company approved the transactions in writing on July
25, 2002. On July 23, 2002 the stockholder of Great Western consented in
writing to the Merger Agreement transactions. Under applicable Nevada law,
written consent by the holders of a majority of the outstanding stock of the
Company to the transactions outlined in the Agreement is sufficient to approve
the transactions, without a meeting or vote of all of the stockholders. This
transaction will not become effective until the later of the time that the
Articles of Merger are filed with the Secretary of State of the State of Nevada
and of the State of Delaware. The Articles of Merger will not be filed for at
least 20 days after the mailing of an Information Statement to all of the
stockholders of 1st Realty.

The Company expects that the Merger will be treated as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended. If the Merger qualifies as a tax-free reorganization, no gain or
loss will be recognized for income tax purposes by either the Company or Great
Western as a result of the acquisition. There also should not be any material
tax effects to the existing stockholders of the Company or Great Western as a
result of the transaction. However, neither the Company nor Great Western has
requested a tax ruling from the Internal Revenue Service with respect to the
transaction. Accordingly, the Company can give no assurance that the
transaction will qualify as a tax-free reorganization. The Company expects to
account for its acquisition of Great Western as a reverse acquisition, with
Great Western the acquirer and the Company the acquiree for reporting purposes.
Prior to September 2000, the Company was a dormant non-operating company. Its
current operations are solely the result of the series of transactions it
entered into with Great Western. As a result, the assets and liabilities of
both companies will be combined at their historical cost.

The SECs staff has informed the Company that in their view the Company may be
an investment company under the Investment Company Act of 1940, as amended, due
to its ownership interest in Laguna. While the Company does not necessarily
agree with this position, it is the Companys intention to eliminate any
appearance of being an investment company by either consummation of the Merger
or, if for any reason the Merger is not consummated, by divesting itself of the
assets it acquired in December 2000 from Great Western, which includes the
ownership interest in Laguna.

NOTE B  LOSS PER COMMON SHARE

Basic loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted loss per share
incorporates the incremental shares issuable upon the assumed exercise of stock
options. The number of incremental shares from the assumed exercise of stock
options is calculated by applying the treasury stock method. For the three
month periods ended November 30, 2002 and 2001, 750,000 shares issuable upon
the exercise of the stock options were not included in the calculation because
they were antidilutive.

NOTE C  NOTES RECEIVABLE

Notes receivable consist primarily of second mortgage loans made to
individuals, which are reported net of unamortized discount of $37,165 and an
allowance for doubtful accounts of $122,509 at November 30,
2002. The discount is not currently being amortized due to the
uncertainty of the collectibility of the notes. The notes
have original maturities of 3 to 5 years and bear interest at effective rates
of 19.0% to 33.6%. Principal and interest are payable monthly based on 15-year
amortization schedules with the remaining balances due at maturity.

Notes receivable also includes a $20,000 note issued by an unrelated company in
connection with a sale of real estate, bearing interest at 9%, principal and
interest payable as lots are sold and released, with any outstanding balance
due in September 2003. This note receivable was purchased from Great Western in
September 2000 in exchange for 500,000 shares of the Companys common stock.

NOTE D  INVESTMENT IN UNCONSOLIDATED COMPANY

On December 29, 2000, the Company acquired a 25.52% ownership in Laguna at
Arrowhead Apartments L.L.C., which owns an apartment complex in Phoenix,
Arizona. This investment is accounted for using the equity method. Under the
equity method, the

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Companys investment balance approximates the Companys original cost adjusted
for its equity interest in the earnings and losses of Laguna since December 29,
2000, the date of acquisition. At November 30, 2002 and 2001, the Companys
investment in Laguna totaled $506,431 and $734,299, respectively. Under the
terms of the Laguna at Arrowhead Apartments L.L.C. operating agreement, Laguna
Investments L.L.C. is subject to additional capital calls in connection with
its ownership interest in Laguna at Arrowhead Apartments L.L.C. Laguna
Investments L.L.C. has been notified of a capital call for $53,530, payable in
two equal installments in 2003. Should Laguna Investments L.L.C. fail to make
the required payments, its ownership interest would be reduced from 25.52% to
24.14%. The first installment of the capital call was paid on January 3, 2003.
Lagunas fiscal year ends on December 31. Summarized financial information for
Laguna as of November 30, 2002 and 2001 follows:

|                       |              |   |              |           |      |   |           |           | 
|---------------------- | ------------ | - | ------------ | --------- | ---- | - | --------- | --------- | 
|                       |              |   | November 30,
|                       |              |   |             
|                       |              |   | 2002         |           | 2001
|                       |              |   |              |           |     
|Current assets         |              | $ | 31,256       |           |      | $ | 195,599   |          
|Noncurrent assets      |              |   | 8,787,945    |           |      |   | 9,318,498 |          
|                       |              |   |              |           |      |   |           |          
|                       | Total assets |   | $            | 8,819,201 |      |   | $         | 9,514,097 | 
|                       |              |   |              |           |      |   |           |          
|Current liabilities    |              | $ | 165,402      |           |      | $ | 161,714   |          
|Noncurrent liabilities |              |   | 9,325,661    |           |      |   | 9,419,671 |          
|Members capital       |              |   | (671,862     | )         |      |   | (67,288   | )        
|                       |              |   |              |           |      |   |           |          
|                       |              | $ | 8,819,201    |           |      | $ | 9,514,097 |          
|                       |              |   |              |           |      |   |           |          

|                                                 |  |                            |          |      |  |   |          |  
|------------------------------------------------ |  | -------------------------- | -------- | ---- |  | - | -------- | -
|                                                 |  | For the three months ended
|                                                 |  | November 30,              
|                                                 |  |                           
|                                                 |  | 2002                       |          | 2001
|                                                 |  |                            |          |     
|Revenues                                         |  | $                          | 360,727  |      |  | $ | 366,864  |  
|Net loss from continuing operations and net loss |  |                            | (155,317 | )    |  |   | (104,578 | )

NOTE E  PAYABLES TO RELATED ENTITIES

Related entity payables at November 30, 2002 consist of amounts payable to
Great Western, primarily to finance the purchase of the Companys ownership
interests in Laguna and Firebird Financial from Great Western on December 29,
2000. The amounts owed to Great Western are payable on demand, and $892,570 of
the payable bears interest at 8% per annum.

NOTE F  COMMITMENTS AND CONTINGENCIES

From time-to-time the Company is involved in litigation arising in the normal
course of business. The Company is not a party to any outstanding litigation as
of November 30, 2002 or as of the filing date of this report.

In October 2001, quepasa.com loaned Great Western $500,000. This loan was
secured by the Companys investment in Laguna. In February 2002 quepasa.com
filed an action against Great Western seeking to foreclose on the loan and
naming the Company as a third-party defendant because the
Companys investment in Laguna was pledged as collateral for the loan. This
lawsuit was settled in October 2002, resulting in the loan being deemed paid in
full and the pledge of Laguna as collateral being released.

NOTE G  RELATED PARTY TRANSACTIONS

On September 29, 2000, the Company purchased a $20,000 note receivable, issued
by an unrelated company in connection with a sale of real estate, bearing
interest at 9%. This note receivable was purchased from Great Western in
exchange for 500,000 shares of the Companys common stock. On December 29,
2000, the Company purchased ownership interests in nine entities from Great
Western in exchange for a $951,629 note payable and 1,000,000 shares of the
Companys common stock. These interests included a 25.52% ownership in Laguna
at Arrowhead Apartments L.L.C., which owns an apartment complex in Phoenix,
Arizona, and a 51% interest in Firebird Financial L.L.C. (Firebird
Financial), an entity that was formed to provide second mortgage financing in
the Houston, Texas area. Firebird Financial has not funded any new loans since
1998, and does not have any current plans to fund additional loans in the
future. The other seven entities had no operations and minimal net asset
values. At November 30, 2002, advances from Great Western totaled $1,234,098,
primarily to finance the purchase of the Companys ownership interests in
Laguna and Firebird Financial from Great Western and to fund costs incurred in
connection with the Merger.

On July 23, 2002, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement or the Agreement) with Great Western. Under the Merger
Agreement, the Company agreed to undertake a series of transactions the result
of which would be the transfer of control of the Company to the stockholder of
Great Western, and the merger of Great Western into the Company. The Company
will be the surviving entity. The transaction also involves the election of new
directors of the Company and the amendment of the Companys Articles of
Incorporation to change its name to Great Western Land and Recreation, Inc. The
Board of Directors of

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the Company unanimously approved the Merger Agreement and the other
transactions to be undertaken and the holders of a majority of the outstanding
stock of the Company approved the transactions in writing on July 25, 2002. On
July 23, 2002 the stockholder of Great Western consented in writing to the
Merger Agreement transactions. Under applicable Nevada law, written consent by
the holders of a majority of the outstanding stock of the Company to the
transactions outlined in the Agreement is sufficient to approve the
transactions, without a meeting or vote of all of the stockholders. This
transaction will not become effective until the later of the time that the
Articles of Merger are filed with the Secretary of State of the State of Nevada
and of the State of Delaware. The Articles of Merger will not be filed for at
least 20 days after the mailing of an Information Statement to all of the
stockholders of 1st Realty.

Jay Torok, the Chairman of the board of directors, is also the Chairman,
President and Chief Executive Officer of Great Western. William Szilagyi, a
member of the board of directors is also the Senior Vice President of Great
Western.

The Company utilizes office space at the office of Great Western. The Company
is using this space free of charge.

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Item 2.Managements Discussion and Analysis

The following discussion includes forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from the
results contemplated by these forward-looking statements due to certain
factors, including those discussed below, elsewhere in this Form 10-QSB and in
the Companys other filings with the SEC.

Overview

On April 6, 1992, we filed a voluntary petition in the United States
Bankruptcy Court for the District of Georgia to reorganize under Chapter 11 of
the United States Bankruptcy Code. On January 21, 1993, we voluntarily
converted our petition to a case under Chapter 7 of the Bankruptcy Code. All of
our assets were subsequently liquidated and the proceeds distributed, and the
bankruptcy was dismissed on September 27, 1994. From that date through the end
of fiscal 2000, we had no operations. We did, however, incur approximately
$51,000 in administrative and legal expenses during that time. We paid for
these costs either by issuing common stock or through advances we received from
Great Western.

In fiscal 2001, we began efforts to become an operating company once
again. On September 29, 2000, we purchased a $20,000 note receivable issued by
an unrelated company in connection with a sale of real estate, bearing interest
at 9%. This note receivable was purchased from Great Western in exchange for
500,000 shares of common stock. On December 29, 2000, we purchased ownership
interests in nine entities from Great Western in exchange for a $951,629 note
payable and 1,000,000 shares of common stock. The most significant of these
interest were a 25.52% ownership in Laguna, which owns an apartment complex in
Phoenix, Arizona, and a 51% interest in Firebird Financial, an entity that was
formed to provide second mortgage financing in the Houston, Texas area. Our
ownership interest in Laguna is held indirectly through Laguna Investments,
L.L.C., a wholly owned subsidiary. Firebird Financial has not funded any new
loans since 1998, and does not have any current plans to fund additional loans
in the future. The other seven entities had no operations and minimal net
asset values.

Great Western is a related company. Jay Torok, the Chairman of our board
of directors, is also the Chairman, President and Chief Executive Officer of
Great Western. William Szilagyi, our President and a member of our board of
directors is also the Senior Vice President of Great Western. Great Western
owns 14.3% of our common stock as of December 31, 2002.

On July 23, 2002, we entered into an Agreement and Plan of Merger (the
Merger Agreement or the Agreement) with Great Western. Under the Merger
Agreement, we agreed to undertake a series of transactions the result of which
would be the transfer of control of the Company to the stockholder of Great
Western, and the merger of Great Western into the Company. We will be the
surviving entity. The transaction also involves the election of new directors
and the amendment of our Articles of Incorporation to change our name to Great
Western Land and Recreation, Inc. Our Board of Directors unanimously approved
the Merger Agreement and the other transactions to be undertaken and the
holders of a majority of our outstanding stock approved the transactions in
writing on July 25, 2002. On July 23, 2002 the stockholder of Great Western
consented in writing to the Merger Agreement transactions. Under applicable
Nevada law, written consent by the holders of a majority of our outstanding
stock to the transactions outlined in the Agreement is sufficient to approve
the transactions, without a meeting or vote of all of the stockholders. This
transaction will not become effective until the later of the time that the
Articles of Merger are filed with the Secretary of State of the State of Nevada
and of the State of Delaware. The Articles of Merger will not be filed for at
least 20 days after the mailing of an Information Statement to all of our
stockholders.

We expect that the Merger will be treated as a tax-free reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. If
the Merger qualifies as a tax-free reorganization, no gain or loss will be
recognized for income tax purposes by either 1st Realty or Great Western as a
result of the acquisition. There also should not be any material tax effects to
the existing stockholders of 1st Realty or Great Western as a result of the
transaction. However, neither 1st Realty nor Great Western has requested a tax
ruling from the Internal Revenue Service with respect to the transaction.
Accordingly, we can give no assurance that the transaction will qualify as a
tax-free reorganization. We expect to account for our acquisition of Great
Western as a reverse acquisition, with Great Western the acquirer and 1st
Realty the acquiree for reporting purposes. Prior to September 2000, we were a
dormant non-operating company. Our current operations are solely the result of
the series of transactions we entered into with Great Western. As a result,
the assets and liabilities of both companies will be combined at their
historical cost.

The SECs staff has informed us that in their view we may be an investment
company under the Investment Company Act of 1940, as amended, due to our
ownership interest in Laguna. While we do not necessarily agree with this
position, it is our intention to eliminate any appearance of being an
investment company by either consummation of the Merger or, if for any reason
the Merger is not consummated, by divesting ourselves of the assets we acquired
in December 2000 from Great Western, which includes our ownership interest in
Laguna.

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Results of Operations

Three months ended November 30, 2002 (first quarter of fiscal 2003) compared to
the quarter ended November 30, 2001 (first quarter of fiscal 2002)

Interest income.Interest income was $620 in the first quarter of fiscal
2003 compared to $1,568 in the first quarter of fiscal 2002. Interest income is
related to the second mortgage notes receivable carried by Firebird Financial
and to the $20,000 note receivable we purchased from Great Western.

General and administrative expense.General and administrative expense
increased $55,819 to $59,456 in the first quarter of fiscal 2003 from $3,637 in
the first quarter of fiscal 2002. General and administrative expense consisted
of management, legal and accounting fees. The increase is primarily due to
legal and accounting fees of $46,809 incurred in connection with the
preparation and filing of an annual report on Form 10-KSB for the fiscal year
ended August 31, 2002 and a Schedule 14C Information Statement that was filed
in connection with the Merger. In addition, bad debt expense related to notes
receivable carried by Firebird Financial totaled $12,208 in the first quarter
of fiscal 2003 compared to zero in the first quarter of fiscal 2002.

Interest expense. Interest expense was $17,802 in the first quarter of
fiscal 2003 compared to $18,800 in the first quarter of fiscal 2002. The
interest expense is related to the payable to Great Western, $892,570 of which
bears interest at 8% per annum.

Equity in losses of unconsolidated company.Equity in losses of
unconsolidated company (Laguna) was $46,172 in the first quarter of fiscal 2003
compared to $26,688 in the first quarter of fiscal 2002. During 2002, Laguna
was negatively impacted by increases in competition combined with the impact of
the economic downturn in the Phoenix area. In 2003, these factors continued to
impact Laguna, resulting in lower occupancy levels. In order to attract new
tenants, advertising costs have increased, and higher concessions are being
offered to new tenants. Occupancy levels have also been affected by the
continued low interest rates, which have resulted in a higher proportion of
tenants leaving to purchase their own homes.

Liquidity and Capital Resources

Cash used in operating activities was $53,176 in first three months of
fiscal 2003 compared to $20,501 in the first three months of fiscal 2002. Cash
used in operations in the first three months of fiscal 2003 consisted of our
net loss of $122,810 and an increase in other assets of $50 offset by an
increase in accounts payable and other accrued liabilities of $11,304 and net
non-cash expenses of $58,380. Net non-cash expenses consisted of $46,172 in
undistributed losses related to our equity investment in Laguna and $12,208 in
bad debt expense.

Cash provided by investing activities was $122 in the first three months
of fiscal 2003 compared to $587 in the first three months of fiscal 2002. Cash
provided by investing activities consisted of collections of notes receivable.

Cash provided by financing activities was $53,814 in the first three
months of fiscal 2003 compared to $21,500 in the first three months of fiscal
2002. Cash used by financing activities consisted of net increases in the
payable to Great Western. These funds were obtained primarily to finance the
costs we have incurred in connection with the Merger.

At November 30, 2002, notes receivable, net of unamortized discount, total
$156,476. Many of these notes are seriously delinquent, with the status ranging
from current to 50 months delinquent. We evaluate the collectibility of these
notes based on the payment history, the value of the collateral and the status
of the borrower. If we believe the collectibility of a note to be in doubt, we
establish a specific reserve for that note. In addition, we have provided an
allowance for estimated losses in the remaining portfolio of performing loans
based on the same criteria. At November 30, 2002, our allowance for doubtful
accounts totals $122,509.

Our cash balance at November 30, 2002 was $4,939. Our cash requirements
have been funded by increases in the payable to Great Western. Upon
consummation of the Merger, we anticipate that our merged operations, combined
with borrowings from banks and other financial institutions, will generate
sufficient cash to fund our operations and the purchase and development of new
properties. Additional funds can be obtained, if needed, through bulk sales of
property. We project that our combined capital expenditures for property and
development will be approximately $3.0 million over the next twelve months, but
that only a portion of that amount will need to be funded internally. The
remainder will be borrowed from banks and other financial institutions. As part
of our business strategy, we will continuously review acquisition opportunities
and proposals. We would expect to finance any future acquisitions with
additional equity and debt financing, to the extent available on attractive
terms.

If the Merger is not consummated, we cannot presently foresee the cash
requirements of any other business opportunities that we may ultimately
acquire. However, since it is likely that any business we acquire will be
involved in active business operations, we

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anticipate that an acquisition would result in increased cash requirements as
well as increases in the number of employees.

Recent Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS 144). SFAS 144 requires that all
long-lived assets (including discontinued operations) that are to be disposed
of by sale be measured at the lower of book value or fair value less cost to
sell. Additionally, SFAS 144 expands the scope of discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and will be eliminated from the ongoing operations
of the entity in a disposal transaction. SFAS 144 became effective for us as of
September 1, 2002. The implementation of SFAS 144 had no effect on our
financial condition or results of operations.

Business Risks and Forward-Looking Statements

This Quarterly Report on Form 10-QSB includes forward-looking
statements. Forward-looking statements are often characterized by the use of
words such as may, believes, plans, will, anticipates, estimates,
expects, or intends or by discussions of strategy, plans or intentions. All
forward-looking statements in this Form 10-QSB are made based on our current
expectations and estimates, which involve risks, uncertainties and other
factors that could cause results to differ materially from those expressed in
forward-looking statements. You are cautioned not to place undue reliance on
any such forward-looking statements. We have no obligation to publicly release
the result of any revisions which may be made to any forward-looking statements
to reflect anticipated or unanticipated events or circumstances occurring after
the date of such statements. Forward-looking statements involve a number of
risks and uncertainties including, but not limited to, general economic
conditions, our ability to find a suitable company to effect a business
opportunity, and competitive factors.

Item 3. Controls and Procedures

(a)  We maintain disclosure controls and procedures (as defined in
Securities Exchange Act 1934 Rules 13a-14(c) and 15d-14(c)) that are designed
to ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Principal Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

Within 90 days prior to the date of this quarterly report, we carried out
an evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our Chief Executive Officer and Principal
Financial Officer concluded that our disclosure controls and procedures were
effective.

(b)  There have not been any significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent
to the date of their evaluation. There were no significant deficiencies or
material weaknesses, and therefore no corrective actions were taken.




PART II: OTHER INFORMATION




Item 1.Legal Proceedings

We are not a party to any pending legal proceedings and, to the best of
our knowledge, no litigation by or against us has been threatened other than as
discussed below.

In October 2001, quepasa.com loaned Great Western $500,000. This loan was
secured by 1st Realtys investment in Laguna. In February 2002 quepasa.com
filed an action against Great Western seeking to foreclose on the loan and
naming 1st Realty as a third-party defendant because 1st
Realtys investment in Laguna was pledged as collateral for the loan. This
lawsuit was settled in October 2002, resulting in the loan being deemed paid in
full and the pledge of Laguna as collateral being released.

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Item 2.Changes in Securities and Use of Proceeds

Not Applicable.




Item 3.Defaults Upon Senior Securities

Not Applicable.




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

Not Applicable




Item 5.Other Information

Not Applicable




Item 6.Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------

|        |  |                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                          
|No.     |  |                                                                                                                                          
|        |  |                                                                                                                                          
|99.2    |  | Certification of Jay N. Torok pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002    
|        |  |                                                                                                                                          
|99.3    |  | Certification of William Szilagyi pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|        |  |                                                                                                                                          
|99.4    |  | Certification of Jay N. Torok pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002    
|        |  |                                                                                                                                          
|99.5    |  | Certification of William Szilagyi pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



|(b) |  | Reports on Form 8-K
|--- |  | -------------------
|   
|    |  | None               

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                       |  |                                          |  |                                            
|---------------------- |  | ---------------------------------------- |  | -------------------------------------------
|                       |  | 1ST REALTY INVESTMENTS, INC.(Registrant)
|                       |  |                                          |  |                                            
|Date: January 13, 2003 |  | By                                       |  | /s/ William Szilagyi                       
|                       |  |                                          |  |                                            
|                       |  |                                          |  | William Szilagyi President (Duly Authorized
|                       |  |                                          |  | Officer and Principal Financial Officer)   

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|        |  |                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                          
|No.     |  |                                                                                                                                          
|        |  |                                                                                                                                          
|99.2    |  | Certification of Jay N. Torok pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002    
|        |  |                                                                                                                                          
|99.3    |  | Certification of William Szilagyi pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|        |  |                                                                                                                                          
|99.4    |  | Certification of Jay N. Torok pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002    
|        |  |                                                                                                                                          
|99.5    |  | Certification of William Szilagyi pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002