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        March 31, 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
                             7,090,000
           $.001 per share
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Page 2

Part I.     Financial Information

  Item 1.    Financial Statements



ADRIATIC HOLDINGS CORPORATION
BALANCE SHEET

March 31, 2002 and December 31, 2001
<TABLE>
<CAPTION>


                                              	                                     MARCH 31,        December 31,
          ASSETS                                                                2002                    2001
          ------                                                                   ----------                   ------------
								  (UNAUDITED)      (AUDITED)
<S>			     <C>	          <C>
Current Asset-Cash  	                                    $          45	           $      -
Deferred Offering Costs	                                                - 	                   -
Notes Receivable (4)	                                      439,246	              439,246
Interest Receivable	                                         18,956	                11,269
                                                                                        ----------                     ----------
 								  $  458,247         450,515
								  ==========      ==========
          LIABILITIES
          -----------
Current liabilities:
     Accounts payable                                              $  14,480	                14,481
     Bank Overdraft						  -			  35
     Due to Shareholder 		            7,732	                   4,801
                                                                                     ----------                        ----------
Total Current Liabilities 		     $  22,212  	            $   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                                                           482,423                    482,007
Deficit accumulated during the
                                                         (53,478)                   (57,899)
                                                                                     -------------                 -------------
               Total shareholders' equity                       436,035                   431,198
                                                                                    -------------                   ------------
               Total liabilities and
               shareholders' deficit                           $  458,247              $   450,515
                                                                              ==========           ==========
</TABLE>
See notes to financial statements.
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Page 3

ADRIATIC HOLDINGS CORPORATION
STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
AND FROM INCEPTION THROUGH MARCH 31, 2002 (UNAUDITED)

<TABLE>
<CAPTION>

					 Period from
					 Inception
			 For the Three 	                               (July 9, 1998)
			     Month		  through
			  Ended March 31,                            March 31,
			       2002	 2001	 2002
			--------	-------                     ------------

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

Expenses
                General and Administrative                3,266               12,443                   72,434
			-------------             -----------                -----------
                Total Expenses	                                    3,266               12,443                  72,434
          -----------
OTHER INCOME
                 Other Income                                        7,687                         -                   18,956
    			--------------	    ------------	  -----------

Net Income (Loss)		    $4,421             $(12,443)          $ (53,478)
			=======           ========             ========
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 4

ADRIATIC HOLDINGS LIMITED
STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
AND FROM INCEPTION THROUGH MARCH 31, 2002 (UNAUDITED)

<TABLE>
<CAPTION>



					                                     Period from
						        Inception
				           For the Three Ended                   (July 9, 1998)					   		      Month Period	  through
				   March 31,                March 31,              Through March 31
				     2002                          2001	                   2002
				 ---------------                -------------             -----------------------
<S>				  <C>                           <C>                         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)		 $  4,421                     $(12,443)                  $ (53,478)
	Adjustment to reconcile net loss to
	net cash provided by (used in)
	operating activities:
          416                              416                           6,855
                  (1)                              -                            14,480
183:
                        4,801                         12,027                         32,143

CASH FLOWS FROM FINANCING ACTIVITIES:
 	Issuance of Note Receivable		           -                                   -                           (439,246)
Increase in Interest Receivable                                 ( 7,687)                              -       (18,956)
189:
 Net cash used in financing activities                            (7,687)                              -    (458,202)

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:

	Increase (Decrease in due to shareholder	    2,931                           11,981                            41,975
         -      -    448,415
	(Increase) Decrease in offering costs	       -	                  -	                            -
				  ----------	          -----------                          -------------
Net cash used in financing activities		   2,931	            11,981                           490,390

Net Increase (Decrease) in Cash		        45	                   (46)	                                45
Cash at Beginning of Period		         -	                  214	                              -
				 ------------	           -----------                       -----------
Cash at End of Period			       45	                  168	                               45
				 -------------	          -------------                     -------------

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

</TABLE>

            See notes to consolidated financial statements.

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Page 5

ADRIATIC HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS

NOTE-1 UNAUDITED FINANCIAL INFORMATION

The unaudited financial information included for the three months interim
period ended March 31, 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 three month
period ended March 31, 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 10K-SB for the period from inception through December 31, 2001 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 note receivable on the accompanying balance sheet in the amount of $439,246
was issued in July 2001, bears interest at 7% annually and is due June 30, 2004.
The Company accrued $18,956 of interest on this note for the period since the
issuance of the note to March 31, 2002.

NOTE-5 SUBSEQUENT 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.

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Page 6

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 March 31,
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 definitve
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 assurrance  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 $22,212 in liabilities. 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. We had additional operating expenses for this period of $9,492
and license fees of $8,140.  For the period ended December 31, 2001, we report
a loss of $14,023. We paid $1,666 in office expenses to the found shareholders
and had additional operating expenses of $23,626.  We paid no licensing
fees as we cancelled our licensing agreement with J.A. Industries (Canada).
For the three month period ended March 31, 2002 we report net income of $4,421.
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.
We are currently negotiating further funding for Adriatic to ensure we
are well capitalized to expand our operations.  No assurance,
though, may be given that such funding will occur on a timely basis.

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: May 1 , 2002	           BY: /s/ Robert Knight/
----------------------------                   --------------------------------