FORM 10-Q

                    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        September 30, 2001


                                    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 September 30, 2001
Common Stock, par value $.001 per share           7,090,000
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Page 2

Part I.     Financial Information

  Item 1.    Financial Statements

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




ADRIATIC HOLDINGS CORPORATION
BALANCE SHEET

September 30, 2001 AND DECEMBER 31, 2000
<TABLE>
<CAPTION>


                                              	  SEPTEMBER 30,  DECEMBER 31,
          ASSETS                                     2001            2000
          ------                                  ----------     ------------
								  (UNAUDITED)
<S>								<C>			<C>
Current Asset-Cash  					  $  211,165     	$  	 214
Deferred Offering Costs				                - 	    34,635
Deposit on Equipment					     229,246	        -
                                                  ----------      ----------
 								  $  440,411          34,849
								  ==========      ==========
          LIABILITIES
          -----------
Current liabilities:
     Accounts payable                             $   4,128		    36,894
     Due to Shareholder 				     11,829		    24,008
                                                  ----------      ----------
               		Total Current Liabilities $  15,957  	    60,902
								  ----------	----------

          SHAREHOLDERS' DEFICIT
          --------------------
Common stock, par value $0.001 per share
25,000,000 authorized shares,
7,090,000 shares issued and outstanding			 7,090	     2,090
Paid-in capital                                      477,347          15,733
Deficit accumulated during the development stage     (59,983)        (43,876)
                                                  ----------      ----------
               Total shareholders' Equity            424,454         (26,053)
                                                  ----------      ----------
               Total liabilities and
               shareholders' deficit              $  440,411     $    34,849
                                                  ==========      ==========
</TABLE>
See notes to financial statements.
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Page 3

ADRIATIC HOLDINGS CORPORATION
STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
AND FROM INCEPTION THROUGH SEPTEMBER 30, 2001 (UNAUDITED)

<TABLE>
<CAPTION>

									     Period from
									      Inception
						   For the Nine 	    (July 9, 1998)
						       Month		 through
						  Ended Sept. 30,         Sept. 30,
						  2001	 2000		   2001
						-------	-------       -------

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

Expenses
	General and Administrative	 16,107	  7,625  	   59,983

						-------     -------	  --------
		Total Expenses	       16,107	  7,625	   59,983
						-------	-------       --------

Net Loss				     $(16,107)	$(7,625)	 $(59,983)
						========    ========      ========

Basic and Fully Diluted
Loss Per Share				$   *		$   *		$    (.03)
						========    ========     ========
Weighted Average Number of
Common Shares Outstanding		3,848,242	2,090,000    2,365,512
						========    ========     ========

	* Less than $0.01 per share

</TABLE>


See notes to financial statements.

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Page 4

ADRIATIC HOLDINGS CORPORATION
STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000.

<TABLE>
<CAPTION>



						   For the Three
						       Month		 					  				  Ended Sept. 30,
						  2001	 2000
						-------	-------

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

Expenses
	General and Administrative	 4,233	  1,416

						-------     -------
		Total Expenses	       4,233	  1,416
						-------	-------

Net Loss				     $(4,233)	$(1,416)
						========    ========

Basic and Fully Diluted
Loss Per Share				$   *		$ *
						========    ========
Weighted Average Number of
Common Shares Outstanding		7,090,000	2,090,000
						========    ========
	* Less than $0.01 per share

</TABLE>


See notes to financial statements.


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Page 5


ADRIATIC HOLDINGS LIMITED
STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
AND FROM INCEPTION THROUGH SEPTEMBER 30, 2001 (UNAUDITED)

<TABLE>
<CAPTION>



										     Period from
										      Inception
						   		For the Nine    (July 9, 1998)					   		      Month Period	  through
						  		Ended Sept. 30, 	  Sept. 30,
						  		 2001      2000	   2001
								 ------    ------    -------
<S>								 <C>	     <C>	  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (Loss)					     $(16,107) $(7,625)	  $(59,983)
	Adjustment to reconcile net loss to
	net cash provided by (used in)
	operating activities:
	  Rental Expense Contributed by Shareholder 1,249   1,248	     6,022
	  Decrease (Increase) in Accounts Payable	 (5,024)  6,369         -
		                                     -------  -------     ------
          Total cash from operating activities  (19,882)      (8)    (53,961)

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
	Deposit on Equipment				(229,246)	  -	   (229,246)

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
 	Issuance of Common Stock		       470,000	    0	   483,050
	Increase in due to Shareholders		  17,821        0     41,829
	Payment of Offering Costs			 (27,742)  	    0	   (30,507)
                                                  ------   ------	    ------
          Total cash from financing activities   460,079        0	    494,372
                                                  ------   ------     ------

Net Increase (Decrease) in Cash			 210,951      (8)	    211,165
Cash at Beginning of Period				     214       82		  0
Cash at End of Period					 211,165       74	    211,165

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
	Issuance of Common stock in repayment
of shareholder loan				$ 30,000	$   0	    $ 30,000
							--------	-------   ---------
	Acquisition of offering costs with
	Accounts payable					$	0	$    0    $  4,128
								--------	-------   ---------

</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 three months and nine
months interim period ended September 30, 2001 and 2000 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 nine month
period ended September 30, 2001 are not necessarily indicative of the results
expected for the fiscal year ended December 31, 2001.

NOTE-2 PUBLIC OFFERING

In June 2001, the Company completed a public offering of its common stock
of 5,000,000 shares for $0.10 per share.  Proceeds to the Company from
the offering were $500,000, including a subscription receivable at June 30, 2001
of $30,000.  This subscription receivable was from a shareholder that had
loaned the Company approximately $40,000 as of September 30, 2001.  The
subscription receivable of $30,000 was applied to the shareholder loan.
Offering costs in the amount of $34,635 were charged to paid-in capital in
connection with this offering.

NOTE-3 DEPOSIT ON EQUIPMENT

In July 2001, the Company paid a deposit of $229,246 to purchase equipment.
as of September 30, 2001, the Company had not yet received the equipment,
therefore the amount paid is shown as a deposit on the accompanying balance
sheet.

NOTE-4  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-5 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) will cancel 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.

<PAGE>
Page 7

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 under the caption "Selected Financial Data" and the
financial statements and notes thereto included elsewhere in this prospectus.

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, as we are in the development stage. Our
only recent activities through September 30, 2001 include organization of the
Company and the raising of equity capital.  In June 2001 the Company issued
5,000,000 shares of common stock in connection with a private placement
offering for $500,000.

The Company has just completed the SB-2 offering and will now be able to
commence operations. It is our plan to search out appropriate manufacturing
space and begin to acquire the necessary equipment to start manufacturing.
We have suffered recurring losses from operations.  We believe that the maximum
proceeds of this offering will enable us to maintain our operations and working
capital requirements approximately for the next 12 months, without taking into
account any internally generated funds from operations. We will need to raise
$500,000 to continue operations for the next 12 months based on our capital
expenditure requirements.

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.

After the current SB-2 offering, we will require additional funds to
maintain and expand our 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 the shares being offered in this prospectus. There is still no assurance
that, even with the funds from this offering, 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 $22,940 in liabilities. Our financial statements report a loss of $12,303
for the fiscal period ended December 31, 1998. For this period, we paid $4,444
in office expenses and $1,050 in management fees to the original founding
shareholders. For the period ended December 31, 1999, we report a loss of
$11,875. We paid $176 in office expenses and $8,103 in license fees. For the
period ended December 31, 2000 we report a loss of $19,698 and for the nine
month period ended September 30, 2001 we report a loss of $16,107. After we
raise additional funds through this current offering, we anticipate an increase
in the number of employees to five.

Management believes that the J.A. Junction Box has a competitive advantage over
the traditional steel and concrete junction boxes. The J.A. Junction Box is
manufactured with high impact polyurethane. Polyurethane is an oil-based product
which is readily available in the market place. Its price and supply are stable
now, and is expected, in management's opinion, to remain so in the foreseeable
future, although there can be no assurance. The design of the Junction box is
cylindrical so that the lid, which provides access to the wiring connections,
cannot fall into the box while installation or repairs are being made.
Polyurethane construction allows for a much lighter product in comparison with
steel or concrete, allowing for easier production, installation and
transportation of the junction boxes. Further, the polyurethane J.A. Junction
Box is earthquake proof, impact resistant, and does not corrode or deteriorate.
The equipment needed to manufacture J.A. Junction Boxes includes RIM cell
machinery, presses and molds. The RIM cell machinery is used to compress
certain materials into polyurethane. The polyurethane is then poured into
moulds  where it solidifies into the shape of the junction box.

Upon receipt of the funds from the SB-2 offering, we plan to use $220,000 to
purchase the mentioned plant equipment. It is evident that the production
process will use an above normal amount of electricity and 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. There
is a patent on the junction box and we do not anticipate any further need for
Research and Development at this time. The Company entered into a licensing
agreement with J.A. Canada, the terms require the Company to pay a monthly
royalty fee of $1,000 CDN for use of the license. The Company anticipates first
year production costs to be $200,000 for supplies and $60,000 for labor.

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) will cancel 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.

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: November 5, 2001					BY: /s/ Robert Knight/
      --------------------                   --------------------------------