FORM 10-QSB

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549




[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT HAVE 1934

For the quarterly period ending        June 30, 2002


                                    OR


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT HAVE 1934

						Commission File Number: 333-93383


                       ADRIATIC HOLDINGS LIMITED
            (Exact name of registrant as specified in charter)


       Nevada                                91-1918326
(State of Incorporation)           (I.R.S. Employer Identification No.)


           114 W. Magnolia Street, Suite 446, Bellingham, WA 98225
                 (Address of principal executive offices)


    Registrant's telephone number, including area code  (800) 661-7830


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 X   No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                          Outstanding at March 31, 2002
Common Stock, par value $.001 per share           7,090,000
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Page 2

Part I.     Financial Information

  Item 1.    Financial Statements



ADRIATIC HOLDINGS CORPORATION
BALANCE SHEET

June 30, 2002 and December 31, 2001
<TABLE>
<CAPTION>


                                              	  June 30,        December 31,
          ASSETS                                     2002            2001
          ------                                  ----------     ------------
								  (UNAUDITED)      (AUDITED)
<S>								<C>			<C>
Current Asset-Cash  					  $   17,763	$      -
Deferred Offering Costs				                - 	       -
Notes Receivable (4)					     819,246	   439,246
Interest Receivable					      28,392	    11,269
Prepaid Expense							    25		 -
                                                  ----------      ----------
 								  $  865,426         450,515
								  ==========      ==========
          LIABILITIES
          -----------
Current liabilities:
     Accounts payable                             $     960		    14,481
     Bank Overdraft						  -			  35
     Due to Shareholder 				    437,547		     4,801
                                                  ----------      ----------
Total Current Liabilities 				  $ 438,507 	$   19,317
								  ----------	----------

          SHAREHOLDERS' DEFICIT
          --------------------
Common stock, par value $0.001 per share
25,000,000 authorized shares,
7,090,000 shares issued and outstanding			 7,090	     7,090
Paid-in capital                                      590,757         482,007
Deficit accumulated during the development stage    (170,928)        (57,899)
                                                  ----------      ----------
               Total shareholders' equity            426,919         431,198
                                                  ----------      ----------
               Total liabilities and
               shareholders' deficit              $  865,426     $   450,515
                                                  ==========      ==========
</TABLE>
See notes to financial statements.
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Page 3

ADRIATIC HOLDINGS CORPORATION
STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
AND FROM INCEPTION THROUGH JUNE 30, 2002 (UNAUDITED)

<TABLE>
<CAPTION>

									     Period from
									      Inception
						   For the Six 	    (July 9, 1998)
						       Month		 through
						  Ended June 30,         June 30,
						  2002	 2001		   2002
						-------	-------       -------

<S>						<C>		<C>		<C>
Revenue					$     0	$     0	 $	0

Expenses
	General and Administrative	 21,402	 28,294  	   90,985
        Interest Expense                108,750	   -              108,750

						-------     -------	  --------
		Total Expenses	       140,152	 28,294	   199,835
						-------	-------       --------
OTHER INCOME
      	Other Income		 17,123	   -		   28,392
						-------	-------	  --------

Net Income (Loss)			      $(113,029)   $(28,294)	 $(113,029)
						========    ========      ========

Basic and Fully Diluted
Loss Per Share				$   *		$   *		$    (.02)
						========    ========     ========
Weighted Average Number of
Common Shares Outstanding		7,090,000	2,090,000    2,699,347
						========    ========     ========

	* Less than $0.01 per share

</TABLE>


See notes to financial statements.

<PAGE>
Page 4

ADRIATIC HOLDINGS CORPORATION
STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
AND FROM INCEPTION THROUGH JUNE 30, 2002 (UNAUDITED)

<TABLE>
<CAPTION>

									     Period from
									      Inception
						   For the Three 	    (July 9, 1998)
						       Month		 through
						  Ended June 30,         June 30,
						  2002	 2001		   2002
						-------	-------       -------

<S>						<C>		<C>		<C>
Revenue					$     0	$     0	 $	0

Expenses
	General and Administrative	 18,552	 16,267  	   90,985
        Interest Expense                108,750    -              108,750

						-------     -------	  --------
		Total Expenses	       127,302	 16,267	   199,735
						-------	-------       --------
OTHER INCOME
      	Other Income		  9,436	   -		   28,392
						-------	-------	  --------

Net Income (Loss)				$(117,866)	$(16,267)	 $(117,866)
						========    ========      ========

Basic and Fully Diluted
Loss Per Share				$   *		$   *		$    (.02)
						========    ========     ========
Weighted Average Number of
Common Shares Outstanding		7,090,000	2,090,000    2,699,347
						========    ========     ========

	* Less than $0.01 per share

</TABLE>


See notes to financial statements.

<PAGE>

Page 5


ADRIATIC HOLDINGS LIMITED
STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
AND FROM INCEPTION THROUGH JUNE, 2002 (UNAUDITED)

<TABLE>
<CAPTION>



										     Period from
										      Inception
						   		For the Six    (July 9, 1998)					   		      	Month Period	  through
						  		Ended June 30, 	  June 30,
						  		 2002      2001	   2002
								 ------    ------    -------
<S>								 <C>	     <C>	   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)				     	 $(504,695) $(5,979) $(562,594)
	Adjustment to reconcile net loss to
	net cash provided by (used in)
	operating activities:
	  Rental Expense Contributed by Shareholder      832	    832	 7,271
        Embedded feature of convertible debenture  500,000       -     500,000
        Increase in other assets                       (25)      -         (25)
        Increase (decrease) in bank overdraft          (35)      -         (35)
	  Increase (decrease) in Accounts Payable    (13,521)  (1,299)       960
		                                       --------  -------   --------
          Total cash from operating activities     (17,444)  (6,446)   (54,388)

CASH FLOWS FROM FINANCING ACTIVITIES:
 	Issuance of Note Receivable		        (380,000)      -    (819,246)
	Increase in Interest Receivable		   (17,123)      -     (28,392)
	                                            ---------  -------  ---------
   (397,123)      -    (847,638)
                                                  ---------  -------  ---------

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:

	Increase (Decrease in due to shareholder      (2,670)  46,224     36,374
      Issuance of Convertible Debenture		   435,000       -     435,000
	Issuance of Common stock                          -   429,938    448,415
	                                             -------	-------    -------
Net cash used in financing activities              432,330  476,162    919,789


Net Increase (Decrease) in Cash			    17,763  469,716     17,763
Cash at Beginning of Period                             -       214         -
								    -------	--------	--------
Cash at End of Period                               17,763  469,930     17,763
								    -------	--------	--------

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
	Conversion of shareholder loan
	into common stock					    $   -  $ 34,243   $ 34,243
								    -------	--------  --------

</TABLE>

            See notes to consolidated financial statements.

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Page 6

ADRIATIC HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS

NOTE-1 UNAUDITED FINANCIAL INFORMATION

The unaudited financial information included for the six months interim
period ended June 30, 2002 and 2001 were taken from the books and
records without audit.  However, such information reflects all adjustments
(consisting only of normal, recurring adjustments) which are in the
opinion of management necessary to reflect properly the results of
the interim periods presented.  The results of operations for the six month
period ended June 30, 2002 are not necessarily indicative of the
results expected for the fiscal year ended December 31, 2002.


NOTE-2  FINANCIAL STATEMENTS

For a complete set of footnotes, reference is made to the Company's report
on Form SB-2 for the period from inception through December 31, 2000 as
filed with the Securities and Exchange Commission and the audited financial
statements included therein.

NOTE-3 LICENSE AGREEMENT

The Company has the right to manufacture and distribute an underground
electrical junction box patented by J.A. Canada. J.A. Canada has settled
its lawsuit with regards to its product. The statement of claims, among
other things, alleged that the Canadian patent issued on the electrical
box is invalid. The plaintiffs were successful in this action, and the patent
has been declared invalid and will not provide the Company with protection from
competition. Since the patent was declared invalid, the design of the J.A.
Canada junction box has reverted to the public domain and no further patents
will be able to be issued on such a design. Since the patent is declared
invalid,
the Company at its option has cancelled the licensing agreement
without affecting the manufacturing of the product.

Since the patent is declared invalid by the courts, the Company will (a)
not assert any exclusive rights to the patent and (b) has canceled its
licensing agreement with J.A. Canada. The Company will also be
able to manufacture the junction box using the J.A. Canada design
without any recourse from or payments to J.A. Canada. As the design
will belong to the public domain and no patent will be available on
the J.A. Canada junction box design, the Company may have to
compete directly with other manufacturers of the J.A. Canada
junction box design.

NOTE-4 PROMISSORY NOTE

The notes receivable on the accompanying balance sheet are in the
amount of $439,246 was issued in July 2001, bears interest at 7% annually
and is due June 30, 2004 and in the amount of $380,000 was issued
June 6, 2002 and bears interest at 7% annually and is due June 30, 2004.
The Company accrued $28,392 of interest on these notes for the period
since the issuance of the note to March 31, 2002 and June 6, 2002.

The note payable on the accompanying balance sheet incorporates a
convertible debenture that is in the amount of $435,000 and was
 issued May 10, 2002, bearing interest at 7% annually and is Due
December 1, 2003.  The debenture is convertible, at the holder's
option, into common shares of the Company at $1.00 per share
until December 1, 2003.

This debenture was considered to have an embedded beneficial
conversion feature because the conversion price is less than
the quoted market price.  Accordingly, the beneficial conversion
feature was valued separately and the intrinsic value, essentially
interest, was recored as a charge to operations in the amount
of $108,750 with a corresponding credit to additional paid-in
capital.

NOTE-5 ADDITIONAL EVENTS

On April 10, 2002 the Company announced that it had entered into a
letter of intent to acquire all of the shares of Heartland Oil & Gas.
Heartland is an oil & Gas exploration company with a land base
of 120,000 acres in central Kansas where they have drilled three
successful exploratory gas wells.


<PAGE>
Page 7

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION

The information contained below includes statements of Adriatic management's
beliefs, expectations, hopes, goals and plans that are forward-looking
statements subject to certain risks and uncertainties that could cause actual
results to differ materially form those anticipated in the forward-looking
statements. For a description of such risks and uncertainties, see the
information set forth under the caption "Forward-Looking Statements," which
information is incorporated herein by reference.

The following discussion and analysis should be read in conjunction with the
information set forth in the financial statements and notes.

Plan of Operation

Since our inception on July 9, 1998, we have not been engaged in any significant
operations nor have we had any revenues other than interest income, as we are
in the development stage. Our only recent activities subsequent to June 30, 2002
was the signing of a letter of intent to acquire all of the shares of Heartland
Oil & Gas.  Heartland is an oil and gas exploration company that has
120,000 acres in central Kansas where they have drilled 3 successful gas
wells.
The closing of the transaction is subject to certain conditions including
the execution of a definitive purchase agreement.

We plan to augment our manufacturing business by diversifying into the
gas production industry.  We have determined that with the slow down in
economic growth in North America the timing to enter industrial manufacturing
is not good and we should wait until a more robust economy develops before
starting this part of our business plan.  In the interim, we feel that the gas
exploration industry offers some very good potential for the Company and
we feel the acquisition of Heartland is a good strategic move for shareholders.
Heartland with its large land base, three successful wells and good
management will be a good acquisition for us for future growth of the Company.

We have the authority to issue 25,000,000 shares of common stock, $0.001 par
value. Prior to this filing, we have raised all funds through private
placements. In July 1998, we issued 1,000,000 shares of common stock to one of
our founders for $1,000 and 50,000 shares of common stock to another founder for
$50. In September 1998, we issued 1,000,000 shares of common stock in connection
with an additional private offering for $10,000. In February 1999, we issued
40,000 shares of common stock in connection with an additional private placement
offering for $2,000. In September 2001 the Company issued 5,000,000 shares of
common stock in connection with a private placement offering for $500,000.

We will require additional funds to implement our growth strategy both in the
manufacturing operations and the gas exploration operations. These funds
may be raised through equity financing, debt financing, or other sources,
which may result in further dilution in the equity ownership of our shares.
There is still no assurance that we will be able to maintain operations at a
level sufficient for an investor to obtain a return on his investment in our
common stock. Further, we may continue to be unprofitable.

At the current time, we have not begun manufacturing any junction boxes, but
expect to do so when the additional funds have been made available. Currently we
have $960 in current liabilities and an outstanding convertible debenture with a
face value of $435,00 bearing interest at 7% per annum.  The convertible
debenture is due December 1, 2003 and is convertible into common
stock of Adriatic at $1.00 per share at the holder's option. Our financial
statements
report a loss of $19,698 for the fiscal period ended December 31, 2000.
For this period, we paid $1,666 in
office expenses and $400 in management fees to the original founding
shareholders. For the period ended December 31, 2001, we report a loss
of $14,023. We paid $5,805 in office expenses and paid no licensing fees
as we cancelled our licensing agreement with J.A. Industries (Canada).
For the six month period ended June 30, 2002 we report net loss of $4,279.
The revenue came solely from interest income on the funds we have invested
at 7%. We anticipate an increase in the number of employees to five this year.

Once we feel that the economy has become more robust we plan to use $220,000 to
purchase the plant equipment for the manufacturing of junction boxes. It is
evident
that the production process will use an above normal amount of electricity
and we
will require facility upgrades and improvements to electrical sources. We
anticipate spending a further $50,000 on such facility upgrades in the first
year of production. We do not anticipate any further need for Research and
Development at this time. The Company anticipates first year production
costs to be $200,000 for supplies and $60,000 for labor.

The Company has suffered recurring losses from operations. The continuation of
the Company as a going concern is dependent upon the Company attaining
and maintaining profitable operations and raising additional capital.
Management's
plans in this regard is to raise additional capital through an equity offering.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification
of liabilities that might be necessary should the Company discontinue
operations.

Our functional currency is the United States Dollar and our consolidated
financial statements are reported in United States Dollars unless otherwise
stated.

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Page 8

ADRIATIC HOLDINGS LIMITED


                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

 ADRIATIC HOLDINGS LIMITED

                                                  (Registrant)



DATE: August 12, 2002                     BY: /s/ Robert Knight/
      ---------------                        --------------------