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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

|                                                 |  |                                                                                        
|------------------------------------------------ |  | ---------------------------------------------------------------------------------------
|(Mark One)                                       |  |                                                                                        
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|(Check Box)                                      |  | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|                                                
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|                                                 |  |                                                                                        
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|For the quarterly period ended November 30, 2000
|                                                
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|                                                 |  |                                                                                        
|                                                
|                                                
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|                                                
|(Box)                                            |  | Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934     
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|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 (Box)          No (Check Box)

The number of shares of the registrants
Common Stock outstanding at June 15,
2002 was 17,518,525.





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TABLE OF CONTENTS



|                             |                                                             |  |  |  |  |  |  | 
|---------------------------- | ----------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                               
|                             | Item 2. Plan of Operations                                 
|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                  



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##### Table of Contents



1ST REALTY INVESTMENTS, INC.

CONTENTS

|           |                                                             |  |      |    | 
|---------- | ----------------------------------------------------------- |  | ---- | -- | 
|           |                                                             |  | PAGE
|           |                                                             |  |     
|Part I     |                                                             |  |      |   
|          
|          
|          
|          
|           | Financial Information                                       |  |      |    | 
|          
|          
|          
|          
|           | Item 1. Financial Statements                                |  |      | 2  | 
|          
|          
|          
|          
|           | Item 2. Plan of Operations                                  |  |      | 9  | 
|          
|          
|          
|          
|           |                                                             |  |      |   
|          
|          
|          
|          
|Part II    |                                                             |  |      |   
|          
|          
|          
|          
|           | Other Information                                           |  |      |    | 
|          
|          
|          
|          
|           | Item 1. Legal Proceedings                                   |  |      | 11 | 
|          
|          
|          
|          
|           | Item 2. Changes in Securities and Use of Proceeds           |  |      | 11 | 
|          
|          
|          
|          
|           | Item 3. Defaults Upon Senior Securities                     |  |      | 11 | 
|          
|          
|          
|          
|           | Item 4. Submission of Matters to a Vote of Security Holders |  |      | 11 | 
|          
|          
|          
|          
|           | Item 5. Other Information                                   |  |      | 12 | 
|          
|          
|          
|          
|           | Item 6. Exhibits and Reports on Form 8-K                    |  |      | 12 | 
|          
|          
|          
|          
|           |                                                             |  |      |   
|          
|          
|          
|          
|Signatures |                                                             |  | 13   |   

1



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##### Table of Contents






PART I FINANCIAL INFORMATION




Item 1.Financial Statements

1ST REALTY INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS

|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |         |  
|---------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------ | ------------ | ------- | ---------- | - | - | ------- | -
|                                               |                                |                                                                                                                                                              |        | November 30, |         | August 31,
|                                               |                                |                                                                                                                                                              |        | 2000         |         | 2000      
|                                               |                                |                                                                                                                                                              |        |              |         |           
|                                               |                                |                                                                                                                                                              |        | (Unaudited)  |         |            |   |  
|ASSETS                                         |                                |                                                                                                                                                              |        |              |         |            |   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Note receivable                |                                                                                                                                                              | $      | 20,000       |         |            | $ |  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Other assets                   |                                                                                                                                                              |        | 340          |         |            |   |  |        
|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |        
|                                               |                                | $                                                                                                                                                            | 20,340 |              |         | $          |  |  
|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |        
|                                              
|                                              
|                                              
|                                              
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |                                |                                                                                                                                                              |        |              |         |            |   |  
|                                              
|                                              
|                                              
|                                              
|                                               | Liabilities                    |                                                                                                                                                              |        |              |         |            |   |   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                | Payable to related entities                                                                                                                                  |        | $            | 22,841  |            |   | $ | 17,841  |  
|                                              
|                                              
|                                              
|                                              
|                                               | Stockholders equity (deficit) |                                                                                                                                                              |        |              |         |            |   |   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                | Common stock, $0.001 par value; 25,000,000 shares authorized;
16,518,525 and 16,018,525 shares issued at
November 30, 2000 and August 31, 2000, respectively |        |              | 16,519  |            |   |   | 16,019  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                | Additional paid-in capital                                                                                                                                   |        |              | 36,401  |            |   |   | 16,901  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                | Accumulated deficit                                                                                                                                          |        |              | (55,421 | )          |   |   | (50,761 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                | Treasury stock, at cost, 651,972 shares at November 30, 2000
and August 31, 2000                                                                             |        |              |        |            |   |   |        |  
|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |        
|                                               |                                | Total stockholders equity (deficit)                                                                                                                         |        |              | (2,501  | )          |   |   | (17,841 | )
|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |        
|                                               |                                | $                                                                                                                                                            | 20,340 |              |         | $          |  |  
|                                               |                                |                                                                                                                                                              |        |              |         |            |   |   |        

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

2



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##### Table of Contents



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

|                                                                 |         |   |                            |            |      |   |        |            | 
|---------------------------------------------------------------- | ------- | - | -------------------------- | ---------- | ---- | - | ------ | ---------- | 
|                                                                 |         |   | Quarter ended November 30,
|                                                                 |         |   |                           
|                                                                 |         |   | 2000                       |            | 1999
|                                                                 |         |   |                            |            |     
|Interest income                                                  |         | $ | 340                        |            |      | $ |       |           
|                                                                
|                                                                
|                                                                
|                                                                
|General and administrative expense                               |         |   | 5,000                      |            |      |   | 3,857  |           
|                                                                 |         |   |                            |            |      |   |        |           
|                                                                
|                                                                
|                                                                
|                                                                
|Net loss                                                         |         | $ | (4,660                     | )          |      | $ | (3,857 | )         
|                                                                 |         |   |                            |            |      |   |        |           
|                                                                
|                                                                
|                                                                
|                                                                
|Net loss per common and common equivalent share                  |         |   |                            |            |      |   |        |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Basic   |   | $                          |           |      |   | $      |           | 
|                                                                 |         |   |                            |            |      |   |        |           
|                                                                 | Diluted |   | $                          |           |      |   | $      |           | 
|                                                                 |         |   |                            |            |      |   |        |           
|                                                                
|                                                                
|                                                                
|                                                                
|Weighted average common and common equivalent
shares outstanding |         |   |                            |            |      |   |        |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Basic   |   |                            | 16,397,646 |      |   |        | 16,018,525 | 
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Diluted |   |                            | 16,397,646 |      |   |        | 16,018,525 | 

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

3



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##### Table of Contents



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

|                                                  |                                                                            |   |                                           |        |                            |        |      |        |   |      |  
|------------------------------------------------- | -------------------------------------------------------------------------- | - | ----------------------------------------- | ------ | -------------------------- | ------ | ---- | ------ | - | ---- | -
|                                                  |                                                                            |   |                                           |        | Quarter ended November 30,
|                                                  |                                                                            |   |                                           |        |                           
|                                                  |                                                                            |   |                                           |        | 2000                       |        | 1999
|                                                  |                                                                            |   |                                           |        |                            |        |     
|Cash flows from operating activities              |                                                                            |   |                                           |        |                            |        |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net loss                                                                   |   | $                                         | (4,660 | )                          |        | $    | (3,857 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile net loss to net
cash used in operating activities |   |                                           |        |                            |        |      |        |  
|                                                  | Issuance of common stock in payment of expenses                            |   |                                           |       |                            |        |      | 3,440  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Change
in assets and liabilities:                                          |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other assets                                                               |   |                                           | (340   | )                          |        |      |       |  
|                                                  |                                                                            |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                            |   | Net cash used in operating activities     |        |                            | (5,000 | )    |        |   | (417 | )
|                                                 
|                                                 
|                                                 
|                                                 
|Cash
flows from financing activities              |                                                                            |   |                                           |        |                            |        |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Increase in advances from related parties                                  |   |                                           | 5,000  |                            |        |      | 417    |  
|                                                  |                                                                            |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                            |   | Net cash provided by financing activities |        |                            | 5,000  |      |        |   | 417  |  
|                                                  |                                                                            |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|Net increase in cash and cash equivalents         |                                                                            |   |                                          |        |                            |        |     |       
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents at beginning of period  |                                                                            |   |                                          |        |                            |        |     |       
|                                                  |                                                                            |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents at end of period        |                                                                            | $ |                                          |        |                            | $      |     |       
|                                                  |                                                                            |   |                                           |        |                            |        |      |        |  
|                                                 
|                                                 
|                                                 
|                                                 
|Supplemental disclosure of cash flow information: |                                                                            |   |                                           |        |                            |        |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|Cash paid during the year for interest            |                                                                            | $ |                                          |        |                            | $      |     |       
|                                                 
|                                                 
|                                                 
|                                                 
|Noncash investing and financing activities        |                                                                            |   |                                           |        |                            |        |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Issuance of common stock to acquire a note receivable                      |   | $                                         | 20,000 |                            |        | $    |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Issuance of common stock in payment of expenses                            |   | $                                         |       |                            |        | $    | 3,440  |  

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

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##### Table of Contents



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 quarters
ended November 30, 2000 and 1999 include the accounts of 1st Realty Investments, Inc.
(formerly First National Realty Associates, Inc.) and its wholly-owned
subsidiary (collectively, the Company). 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.

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 the Companys common stock.

Great Western is a related company that owns 14.3% of the Companys common
stock as of June 15, 2002.

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##### Table of Contents



1ST REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED

NOTE A  BACKGROUND AND BASIS OF PRESENTATION  CONTINUED

The Company filed its last annual report on Form 10-K for the year ended August
31, 1991, and its last quarterly report on Form 10-Q for the quarter ended
November 30, 1991, on or about December 13, 1991 and January 21, 1992,
respectively. It has not filed annual reports for the years ended August 31,
1992 through 2000, or quarterly reports for the quarters ended February 28,
1992 through May 31, 2000. Quarterly reports for the quarters ended November
30, 2000 through February 28, 2002 and an annual report on Form 10-KSB for the
fiscal year ended August 31, 2001 are being filed concurrently with this
quarterly report on Form 10-QSB. Due to changes in personnel and the lack of
availability of records kept by such personnel prior to 2000, the Company has
determined that certain of its records for the fiscal years 1992 through 2000
are not available and therefore not able to be audited and the cost of
recreating and auditing such records, if such recreation were possible, would
not be justified in light of the age of the information and its relevancy to
the Companys current operations. Therefore, the Company does not intend to
prepare or file annual or quarterly reports for the periods set forth above
through the year ended August 31, 2000.

NOTE B  LOSS PER COMMON SHARE

Basic loss per share is computed by dividing net loss by the weighted average
number of commons 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 quarters
ended November 30, 2000 and 1999, the shares
issuable upon the exercise of the stock options which were not
included in the calculation because they were antidilutive were
750,000.

NOTE C  NOTES RECEIVABLE

Notes receivable consists of 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  PAYABLES TO RELATED ENTITIES

Related entity payables consists of a payable to Great Western resulting from
advances made by Great Western to the Company to allow the Company to pay its
expenses.

NOTE E  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, 2000 or as of the filing date of this report, other than as
discussed in Note G.

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##### Table of Contents



1ST REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED

NOTE F  RELATED PARTY TRANSACTIONS

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 the Companys common stock. At November 30,
2000, advances from Great Western totaled $22,841, consisting of advances made
by Great Western to fund administrative and legal expenses of the Company.

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.

See Note G for discussion of other related party transactions subsequent to
November 30, 2000.

NOTE G  SUBSEQUENT EVENTS

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. These interests included 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. Firebird Financial has not funded any
new loans since 1998, and does not have any current plans to fund additional
loans in the future.

Great Western entered into a merger agreement with quepasa.com as of August 6,
2001. In October 2001, in order to induce Great Western to amend and extend
the original merger agreement, quepasa.com loaned Great Western $500,000 (the
loan). This loan was secured by 1st Realtys investment in Laguna. In
February 2002, the merger agreement was terminated. The merger agreement
provided for a termination fee of $500,000 as liquidated damages under certain
circumstances. Great Western believes that it is entitled to this termination
fee, which would result in the loan being deemed paid in full, and has filed a
declaratory judgment action against quepasa.com on that issue. quepasa.com has
filed a counterclaim, alleging that it is entitled to the termination fee and
seeking to foreclose on the loan. quepasa.com has named 1st Realty as a
third-party defendant to its counterclaim because 1st Realtys investment in
Laguna was pledged as collateral for the loan. Management does not believe
that the ultimate resolution of this matter will have a material adverse effect
on 1st Realtys financial condition, results of operations or cash flows.

7



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##### Table of Contents



1ST REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED

NOTE H  RECENT ACCOUNTING PROUNOUNCEMENTS

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 is effective for the Company
as of January 1, 2002. The Company does not expect the implementation of SFAS
144 to have a material effect on its financial condition or results of
operations.







8



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##### Table of Contents






Item 2.Plan of Operations

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

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

We were 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, we 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, we were unable to generate profitable operations.
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 (the 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 Land and Recreation, Inc. (Great
Western), formerly Amortibanc Management L.C.

On
September 22, 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.

Great Western is a related company that owns 14.3% of the Companys common
stock as of June 15, 2002.

We filed our last annual report on Form 10-K for the year ended August 31,
1991, and our last quarterly report on Form 10-Q for the quarter ended November
30, 1991, on or about December 13, 1991 and January 21, 1992, respectively. We
have not filed annual reports for the years ended August 31, 1992 through 2000,
or quarterly reports for the quarters ended February 28, 1992 through May 31,
2000. Quarterly reports for the quarters ended November 30, 2000 through
February 28, 2002 and an annual report on Form 10-KSB for the fiscal year ended
August 31, 2001 are being filed concurrently with this quarterly report on Form
10-QSB. Due to changes in personnel and the lack of availability of records
kept by such personnel prior to 2000, we have determined that certain of our
records for the fiscal years 1992 through 2000 are not available and therefore
not able to be audited and the cost of recreating and auditing such records, if
such recreation were possible, would not be justified in light of the age of
the information and its relevancy to our current operations. Therefore, we do
not intend to prepare or file annual or quarterly reports for the periods set
forth above through the year ended August 31, 2000.

Our business plan is
to use our limited resources to search for, investigate and acquire or
participate in a business opportunity.

9



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##### Table of Contents



Results of Operations

Quarter ended November 30, 2000 (first quarter of fiscal 2001) compared to the
quarter ended November 30, 1999 (first quarter of fiscal 2000)

Interest income.Interest income was $340 in the first quarter of fiscal
2001 compared to zero in the first quarter of fiscal 2000. Interest income is
related to the $20,000 note receivable we purchased from Great Western.

General and administrative expense.General and administrative expense
increased $1,143 to $5,000 in the first quarter of fiscal 2001 from $3,857 in
the first quarter of fiscal 2000. General and administrative expense consisted
of legal, accounting and other expenses.

Liquidity and Capital Resources

Cash used in operating activities was $5,000 in the first quarter of
fiscal 2001 compared to $417 in the first quarter of fiscal 2000. Cash used in
operations in the first quarter of fiscal 2001 consisted of our net loss of
$4,660 and an increase in other assets (consisting of accrued interest on the
note receivable) of $340.

Cash provided by financing activities was $5,000 in the first quarter of
fiscal 2001 compared to $417 in the first quarter of fiscal 2000. Cash
provided by financing activities consisted of increases in advances from Great
Western.

Our cash balance at November 30, 2000 was zero. Our limited cash
requirements have been funded by advances from Great Western. We
cannot presently foresee the cash requirements of any 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 anticipate that an acquisition will 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 is effective for us as of
January 1, 2002. We do not expect the implementation of SFAS 144 to have a
material effect on our financial condition or results of operations.

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Business Risks and Forward-Looking Statements

This Quarterly Report on Form 10-QSB includes forward-looking statements
as that term is defined in Section 21E of the Securities Exchange Act of 1934.
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.




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.

Great Western entered into a merger agreement with quepasa.com as of
August 6, 2001. In October 2001, in order to induce Great Western to amend and
extend the original merger agreement, quepasa.com loaned Great Western
$500,000. This loan was secured by 1st Realtys investment in Laguna. In
February 2002, the merger agreement was terminated. The merger agreement
provided for a termination fee of $500,000 as liquidated damages under certain
circumstances. Great Western believes that it is entitled to this termination
fee, which would result in the loan being deemed paid in full, and has filed a
declaratory judgment action against quepasa.com on that issue. quepasa.com has
filed a counterclaim, alleging that it is entitled to the termination fee and
seeking to foreclose on the loan. quepasa.com has named 1st Realty as a
third-party defendant to its counterclaim because 1st Realtys investment in
Laguna was pledged as collateral for the loan. Management does not believe
that the ultimate resolution of this matter will have a material adverse effect
on 1st Realtys financial condition, results of operations or cash flows.




Item 2.Changes in Securities and Use of Proceeds

On
September 22, 2000, we issued 500,000 shares of common stock to Great
Western in exchange for a $20,000 note receivable issued by an unrelated
company in connection with a sale of real estate, bearing interest at 9%. The
shares issued are subject to an exemption from registration pursuant to Section
4 (2) of the Securities Act of 1933.




Item 3.Defaults Upon Senior Securities

Not Applicable.




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

Not Applicable

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Item 5.Other Information

Not Applicable




Item 6.Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits           
| | --- |  | -------------------
|
| |     |  | None               
|
| | (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: June 24, 2002 |  | By                                        |  | /s/ William SzilagyiWilliam Szilagyi
President (Duly Authorized Officer and
Principal Financial Officer)







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