U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended March 31, 2002

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

     For the transition period from _______ to _______

                         Commission file number 0-32323

                                  TEN STIX INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

           COLORADO                                               84-1351184
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                              3101 Riverside Drive
                          Idaho Springs, Colorado 80452
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (303) 567-0163
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) 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      X       No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                       Outstanding as of May 13, 2002
-----                                       ------------------------------
Common Stock, $0.001 par value                          17,659,488

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

<PAGE>


PART I.  FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

              BALANCE SHEETS                                                  2

              INTERIM STATEMENTS OF OPERATIONS                                3

              INTERIM STATEMENTS OF CASH FLOWS                                4

              NOTES TO INTERIM FINANCIAL STATEMENTS                           5

      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       6

PART II. OTHER INFORMATION

      ITEM 1. LEGAL PROCEEDINGS                                              15

      ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                      16

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                17

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            17

      ITEM 5. OTHER INFORMATION                                              17

      ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                               17

SIGNATURES                                                                   17


<PAGE>


PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------

                                 Ten Stix, Inc.
                          (A Development Stage Company)

                                 March 31, 2002
                                   (unaudited)


                                    CONTENTS




                                                                            Page


BALANCE SHEET                                                                  2

STATEMENTS OF LOSS AND ACCUMULATED DEFICIT                                     3

STATEMENTS OF CASH FLOWS                                                       4

NOTES TO FINANCIAL STATEMENTS                                                  5





<PAGE>


                                 Ten Stix, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEET
                                 March 31, 2002


     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                        $     420
     Inventory                                                           81,394
                                                                      ---------

         Total current assets                                            81,814
                                                                      ---------

PROPERTY & EQUIPMENT
     Shufflers                                                          221,985
     Other                                                                6,353
         Less accumulated depreciation/amortization                     (37,044)
                                                                      ---------
                                                                        191,294

OTHER ASSETS
     Note receivable - shareholder                                        8,500
     Patent/Copyright (net)                                              93,977
                                                                      ---------
                                                                        102,477
                                                                      ---------

         TOTAL ASSETS                                                   375,585
                                                                      =========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                   137,819
     Accounts payable - related party                                    30,000
     Current portion of long term debt                                   51,031
                                                                      ---------

         Total current liabilities                                      218,850

LONG-TERM LIABILITIES
     Notes payable - net of discount and current portion                188,502
                                                                      ---------

         TOTAL LIABILITIES                                              407,352

STOCKHOLDERS' EQUITY
     Preferred A stock, convertible to 200 common stock,
         each fully voting as if converted, $.001 par value;
         100,000 shares authorized; 2 shares issued
         and outstanding                                                   --
     Common stock, $0.001 par value; 500,000,000
         shares authorized; 17,659,488 shares
         issued and outstanding                                          17,659
     Additional paid-in capital                                         704,128
     Deficit accumulated during the development
         stage                                                         (753,554)
                                                                      ---------

                                                                        (31,767)
                                                                      ---------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 375,585
                                                                      =========


    The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                                Ten Stix, Inc.
                                         (A Development Stage Company)
                                  STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

                                                                                  For the three months
                                                    Inception                        ended March 31
                                                (January 10, 1996)         -----------------------------------
                                                 to March 31, 2002             2002                   2001
                                                 -----------------         ------------           ------------
<S>                                                 <C>                    <C>                    <C>
REVENUES
     Fees from games                                $     56,167           $     18,800           $       --
     Leases                                               45,900                   --                     --
     Other income                                            570                   --                     --
                                                    ------------           ------------           ------------

         Total revenue                                   102,637                 18,800                   --
                                                    ------------           ------------           ------------

EXPENSES
     Advertising                                           1,093                   --                     --
     Amortization                                         18,374                  3,404                    558
     Commissions                                             720                    720                   --
     Consulting fees                                     530,007                   --                     --
     Contract labor                                        3,187                   --                     --
     Depreciation                                         37,043                 11,329                    196
     Insurance                                               959                   --                     --
     Interest expense                                     24,002                  5,261                   --
     Legal and accounting                                 75,495                  5,854                  1,424
     Miscellaneous                                           400                    400                   --
     Office expense                                        6,075                  1,459                     79
     Rent                                                  1,660                   --                     --
     Repairs & maintenance                                    99                   --                     --
     Samples                                               5,488                    450                    705
     Salaries - product development                       70,313                  2,813                  2,813
     Salaries - marketing                                 23,437                    937                    937
     Show fees                                            12,998                  1,000                   --
     Supplies                                              3,646                  1,300                   --
     1996 and prior startup costs                         19,287                   --                     --
     Taxes and licenses                                      885                     25                    275
     Travel                                               19,568                    844                  2,941
     Utilities                                               455                    180                   --
                                                    ------------           ------------           ------------

         Total expenses                                  855,191                 35,976                  9,928
                                                    ------------           ------------           ------------

NET LOSS                                                (752,554)               (17,176)                (9,928)

Accumulated deficit
     Balance, beginning of period                           --                 (736,378)              (668,582)
     Treasury stock acquired at a premium                 (1,000)                  --                     --
                                                    ------------           ------------           ------------

     Balance, end of period                         $   (753,554)          $   (753,554)          $   (678,510)
                                                    ============           ============           ============

NET LOSS PER SHARE - BASIC                          $      (0.04)          $       --             $       --
                                                    ============           ============           ============

WEIGHTED AVERAGE NUMBER OF
       SHARES OUTSTANDING                             16,428,977             17,659,888             17,645,815
                                                    ============           ============           ============


                   The accompanying notes are an integral part of the financial statements.

                                                       3
<PAGE>


                                             Ten Stix, Inc.
                                     (A Development Stage Company)
                                        STATEMENTS OF CASH FLOWS

                                                                                 For the three months
                                                          Inception                 ended March 31,
                                                     (January 10, 1996)      -----------------------------
                                                      to March 31, 2002        2002                 2001
                                                      -----------------      ---------           ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                 $(753,554)          $ (17,176)          $  (9,928)
Adjustments to reconcile net loss to net cash flows
     from operating activities:
         Amortization                                       18,374               3,404                 558
         Depreciation                                       37,043              11,329                 196
         Services provided at no charge                     93,750               3,750               3,750
         Increase (decrease) in accounts payable            28,900                --                (3,790)
         (Increase) in note receivable - shareholder        (8,500)               --                  --
         Decrease in accounts receivable                      --                   320                --
         (decrease) in overdraft                              --                  --                   591
         Issuance of common stock for services             527,660                --                  --
                                                         ---------           ---------           ---------

            Net cash flows from operating activities       (56,327)              1,627              (8,623)

CASH FLOWS FROM INVESTING ACTIVITIES
     Equipment purchases                                    (3,912)               --                  --
     Patent costs accumulated                              (37,954)               --                  --
                                                         ---------           ---------           ---------

            Net cash flows from investing activities       (41,866)               --                  --

CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on debt                                       (2,014)             (2,014)               --
     Issuance of common stock                              100,562                --                 3,300
     Issuance of preferred stock                             5,465                 500                --
     Repurchase of common shares                           (10,400)               --                  --
     Loans from shareholders                                 5,000                --                  --
                                                         ---------           ---------           ---------

            Net cash flows from financing activities        98,613              (1,514)              3,300
                                                         ---------           ---------           ---------

NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                      420                 113              (5,323)

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                      --                   307               5,323
                                                         ---------           ---------           ---------

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                                       $     420           $     420           $    --
                                                         =========           =========           =========


                The accompanying notes are an integral part of the financial statements.

                                                   4
</TABLE>
<PAGE>


                                 Ten Stix, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001


1.   Management's Representation of Interim Financial Information
     The accompanying financial statements have been prepared by Ten Stix, Inc.
     without audit pursuant to rules and regulations of the U. S. Securities and
     Exchange Commission. Certain information and footnote disclosures normally
     included in financial statements prepared in accordance with generally
     accepted accounting principles have been condensed or omitted as allowed by
     such rules and regulations, and management believes that the disclosures
     are adequate to make the information presented not misleading. These
     financial statements include all of the adjustments, which, in the opinion
     of management, are necessary to a fair presentation of financial position
     and results of operations. All such adjustments are of a normal and
     recurring nature. These financial statements should be read in conjunction
     with the audited financial statements at December 31, 2001.





                                       5
<PAGE>


     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     Ten Stix Inc. (the "Company") was incorporated on January 10, 1996 under
the laws of the State of Colorado to engage in the design, development and
marketing of unique card games, of which some are derived from Native American
heritage, and other gaming products for the gaming industry. The Company named
itself "Ten Stix" based on its most popular and creative product known as "Ten
Stix 21" (currently being marketed and referenced herein as "Ten to Win"). The
Company has designed and developed certain card games, which are currently being
marketed to casinos located in the States of California, Colorado, Kansas, New
Mexico, Nevada, South Dakota and Wisconsin.

     The Company has designed and developed a line of card games and other
gaming products for the gaming industry. There are two types of gaming products
that the Company has designed and will distribute and market. One type of gaming
product is the "table game with electronics", which includes Ten to Win and
Shotgun 21. Both the Ten to Win and Shotgun 21 card games utilize an electronics
system that was designed and developed by the Company and which provides, among
other things, the managers of casinos with an accounting system allowing for
real-time win/loss statistics. The basic unit hardware is the same for the two
card games, although the Shotgun 21 electronics system has certain modifications
and will perform more sophisticated functions. The other type of gaming product
is a "layout game", which includes all of the other gaming products. The other
gaming products of the Company utilize a tablecover or layout with no electronic
system. The Company offers no warranty pursuant to the sale or lease of any of
its gaming products.

     As of the date of this Quarterly Report, the Company has generated
insignificant revenues from the sale of its gaming products. Since inception,
the Company has incurred approximately $70,313 in salaries-product development
expenses, which includes research and development expenses relating to the
design and development of the Company's gaming products. Management believes
that there are certain material factors applicable to all of the Company's
products, which are relevant to commencement of generation of revenues, as
follows: (i) adequate capital required to fund operational expenses, which
directly and adversely affects travel associated with the market and
distribution of products; (ii) state approval of the specific game being
marketed; (iii) slow delivery of and/or back-ordered parts associated with
particular games. Together with the specific material factors listed under the
description of each gaming product, management believes that all such material
factors have been disclosed pertaining to the timing of bringing each product to
market and commencement of generation of revenues.

                                       6
<PAGE>


     Management of the Company believes that future sales of Ten to Win and
related products to the casinos in the State of Colorado will be an important
line of business for the Company for the next several years, however, management
intends to pursue the marketplaces of several other primary states. It is
anticipated that the Company will derive its revenues principally from the
marketing and sale of Ten to Win and other related products to casinos generally
located in the States of California, Colorado, Kansas, New Mexico, Nevada, South
Dakota and Wisconsin. Management anticipates that Ten to Win will be leased for
approximately $600.00 per month or sold for approximately $5,000.00 plus a
royalty fee to casinos. Management anticipates that Shotgun 21 will be leased
for approximately $800.00 per month or sold for approximately $10,000 plus a
royalty fee to casinos. Management further anticipates that the marketing and
sale of the products pursuant to the distributorship agreements will result in
revenues during fiscal year 2002.

     The Company's principal executive offices are located at 3101 Riverside
Drive, Idaho Springs, Colorado 80542. Its telephone number is (303) 567.0163 and
its facsimile number is (303) 567.0163.

PRODUCTS

     There are two types of gaming products that the Company has designed and
will distribute and market. One type of gaming product is the "table game with
electronics", which includes Ten to Win and Shotgun 21. Management believes that
the table game using an electronic system, such as Ten to Win and Shotgun 21,
will generally be leased by casinos on a monthly basis at the rate of
approximately $600.00 and $800.00, respectively. However, in the alternative,
Ten to Win and Shotgun 21 can be purchased by a casino at the approximate price
of $5,000.00, plus royalty fee, and $10,000.00, plus royalty fee, respectively.

     The other type of gaming product is a "layout game", which includes all of
the other gaming products. The layout game is a table game utilizing a
tablecover or layout with no electronic system. Management believes that the
layout games will typically be leased on a monthly basis at approximately
$400.00 per month.

     In general, the marketing of Ten to Win and the Company's other gaming
products will involve implementation of either a sales agreement or a leasing
arrangement with a third party.

     The Company's gaming products may be subject to approval by state
regulatory agencies prior to distribution and marketing the games. State
regulations vary regarding which gaming products may be played in that
respective state. In general, the Company is required to apply to the respective
state regulatory agency for verification that the game is legal under the
state's laws and for approval to distribute and market such game. Management
believes that in general such approvals are rarely denied by the respective
state regulatory agencies, unless the particular game is not legal in that
state. The table below identifies and lists each of the Company's gaming
products, the applicability of state regulatory requirements in each state where
the Company is or will be distributing and marketing the respective game, and
the current status of the regulatory process.

                                       7
<PAGE>


--------------------------------------------------------------------------------
                                          States and Status of
Gaming Product                             Regulatory Approval
--------------------------------------------------------------------------------

                           CA     CO      KN    NM       NV       SD        WI

Ten to Win                (1)             (3)   (1)      (2)      PA*      PA(4)
--------------------------------------------------------------------------------

ShotGun 21                (1)     PA(5)   (3)   (1)      (2)      (3)       Not
                                                                           Legal
--------------------------------------------------------------------------------

Bet the House             (1)     PA       PA   (1)      (2)      PA        Not
                                                                           Legal
--------------------------------------------------------------------------------

Bonus 6                   (1)     A**      A    (1)      (2)      A         Not
                                                                           Legal
--------------------------------------------------------------------------------

Push Your Luck            (1)     PA       (3)  (1)      (2)      (3)       Not
                                                                           Legal
--------------------------------------------------------------------------------

Hold'em 88                (1)      A       (3)  (1)      (3)      A         Not
                                                                           Legal
--------------------------------------------------------------------------------

Catalina Dice              Not    Not      (3)  (1)      (2)     Not        Not
                          Legal  Legal                          Legal      Legal
--------------------------------------------------------------------------------

Pro Shuffle               (6)     (6)      (6)  (6)      (6)      (6)       (6)
--------------------------------------------------------------------------------
*Pending Approval
**Approved

(1) As of the date of this Quarterly Report, neither the State of California nor
New Mexico has any rules or regulations regarding licensing of the Company's
gaming products. Therefore, all of the Company's gaming products, with the
exception of Catalina Dice, can be played in the State of California and New
Mexico without state regulatory approval. Dice and roulette games, such as
Catalina Dice, are not legal in California.

(2) As of the date of this Quarterly Report, the State of Nevada has rules and
regulations which provide that the gaming products of the Company may be
distributed and marketed without prior licensing but with state approval. Bet
the House, Bonus 6, Push Your Luck and Catalina Dice have all been approved by
the State of Nevada.

                                       8
<PAGE>


(3) As of the date of this Quarterly Report, management of the Company has not
pursued applications for approval and/or licensing.

(4) In the State of Wisconsin, management believes that state regulatory
approval may not be obtainable until the laws governing blackjack gaming in
Wisconsin are changed.

(5) In the State of Colorado, management believes that state regulatory approval
will be obtained by approximately fourth quarter 2002.

(6)  Approved and generating revenues.

--------------------------------------------------------------------------------

     The Company intends to seek to capture market niches in the gaming industry
within the States of California, Colorado, Mississippi, Nevada, New Mexico,
South Dakota and Wisconsin. Although the Company's principal office is located
within the State of Colorado, management believes that the market in Colorado is
limited for the Company's gaming products. Therefore, management intends to move
into the marketplaces of primary states such as New Mexico, Nevada, California,
Kansas and Wisconsin. By fiscal year ended 2002, management intends to commence
marketing its gaming products in foreign countries, such as Africa, Canada,
South America, Caribbean Islands and Southeast Asia, which have legalized
gaming.

     As of the date of this Quarterly Report, the Company is currently focusing
on marketing its gaming products within the States of Colorado, New Mexico,
Nevada, California, Kansas and Wisconsin by (i) implementation of sales trips
and contacts by independent commissioned representatives, (ii) use of direct
mail, trade publications and press releases for advertising of the gaming
products, and (iii) attendance and display of the gaming products at well-known
gaming trade shows and/or conferences. The Company intends to market its gaming
products through the use of direct sales and independent commissioned
representatives. To aid in the marketing of its gaming products, the Company
intends to utilize several marketing approaches including advertising in trade
publications, submitting press releases, and continuing its participation in
trade shows. The Company's services and gaming products are also electronically
advertised on the Company's web page at www. Ten Stix.com.

PRO SHUFFLE

     On approximately May 1, 2001, the Company and Summit International Group,
Inc., a Colorado corporation ("Summit") entered into an asset purchase agreement
(the "Asset Purchase Agreement"). Under the terms of the Asset Purchase
Agreement, the Company acquired from Summit (i) all of Summit's right, title and
interest to U.S. Patent No. 5,718,427 regarding a card shuffling device marketed
by Summit under the name "Pro Shuffle"; (ii) all Pro Shuffle devices, parts,
inventory and equipment related to the manufacturing and assembly of the Pro
Shuffle; (iii) all contracts related to the Pro Shuffle; (iv) all accounts
receivable arising out of the sale or lease of the Pro Shuffle; (v) two
promissory notes made by Mr. Tony Cranford, one payable to Summit in the
approximate amount of $2,500.00 and one payable to Phil Lacerte in the
approximate amount of $6,000.00; (vi) two Blackjack tables located in Las Vegas,
Nevada; and (vii) all other business assets located in Colorado (of which no
material assets were actually acquired).

                                       9
<PAGE>


     Under the terms of the Asset Purchase Agreement, the Company assumed (i) on
the part of Summit a liability to Xpectra of up to an aggregate amount of
$110,000.00 related to fifty updated Pro Shuffle devices and parts; and (ii) two
liabilities owed by Summit to Jerry Delferro and Dick Stewart in the approximate
amount of $3,000.00, respectively. Pursuant to further terms of the Asset
Purchase Agreement, the Company agreed to (i) pay the amount of $300,000.00 to
Summit as evidenced by the execution of two promissory notes, one payable to
Summit in the amount of $220,000.00 and the other payable to Michael Humecki in
the amount of $80,000.00; and (ii) surrender to Summit all of the shares of
common stock of Summit held of record by Mr. Sawyer and Mr. Cranford,
respectively (an approximate 10% equity interest each).

     In order to facilitate consummation of the Asset Purchase Agreement, an
agreement was entered into dated May 1, 2001 among the Company, Thomas Sawyer,
Tony Cranford, Michael Humecki, P. Chad Lacerte, Roger Adams, and Summit (the
"Agreement"). The purpose of the Agreement was to resolve any and all claims,
counterclaims and defenses that Messrs. Humecki, Lacerte and Adams may have
against Summit pursuant to ongoing litigation. According to the terms of the
Agreement, the parties agreed that (i) the Company would acquire from Mr.
Humecki his 10.04% equity interest in Summit (which was returned to Summit);
(ii) the Company would pay Mr. Humecki $100,000, with $20,000 paid by Summit
upon execution of the Agreement and $80,000 evidenced by a promissory note;
(iii) the Company would sign a security agreement for the benefit of Mr. Humecki
as security for the payments under the promissory note; and (iv) Messrs.
Humecki, Lacerte, Adams and Summit would waive and release all claims,
counterclaims, causes of action and demands, known or unknown, that they have or
may claim to have against each other.

     As of the date of this Quarterly Report, the marketing and sale of the Pro
Shuffle generates approximately $5,600 in monthly revenue; however, the Company
pays debt service of $2,800 monthly in accordance with the terms of the
above-described notes.

RESULTS OF OPERATION

     Three-Month Period Ended March 31, 2002 Compared to Three-Month Period
     Ended March 31, 2001

     The Company's net losses for the three-month period ended March 31, 2002
were approximately $17,176 compared to a net loss of approximately $9,928 for
the three-month period ended March 31, 2001 (an increase of $7,248 or 73%).

     Total revenue for the three-month periods ended March 31, 2002 and 2001
were $18,800 and $-0-, respectively. The generation of revenue during the
three-month period ended March 31, 2002 was comprised primarily of fees
generated from the marketing of its gaming products. The lack of generated
revenue during the three-month period ended March 31, 2001 resulted primarily
from an operational emphasis on the continued design and development of products
and from a lack of sufficient capital necessary to fund operational expenses,
thus adversely affecting the marketing and distribution of the Company's gaming
products.

     During the three-month period ended March 31, 2002, the Company recorded
operating expenses of $35,976 compared to $9,928 of operating expenses recorded
during the three-month period ended March 31, 2001 (an increase of $26,048).
Operating expenses for the three-month period ended March 31, 2002 primarily
include (i) $11,329 as depreciation expense; (ii) $5,854 in legal and accounting
expenses; (iii) $5,261 in interest expenses; (iv) $3,404 in amortization
expense; and (v) $2,813 in salaries - product development. The increase in
operational expenses during the three-month period ended March 31, 2002 compared
to the three-month period ended March 31, 2001 was primarily due to (i) an
increase in depreciation expenses to $11,329 from $196; (ii) an increase in
amortization expense to $3,404 from $558; and (iii) an increase in interest
expense to $5,261 from $-0-.

                                       10
<PAGE>


     As discussed above, although the Company generated revenues in the amount
of $18,800 during the three-month period ended March 31, 2002, the increase in
net loss during such period compared to the three-month period ended March 31,
2001 is attributable primarily to a substantial increase in operating expenses.
The Company's net losses during the three-month period ended March 31, 2002 were
approximately ($17,176) or ($nil) per common share compared to a net loss of
approximately ($9,928) or ($nil) per common share (an increase of $7,248 or 73%)
during the three-month period ended March 31, 2001. The weighted average of
common shares outstanding were 17,659,888 for the three-month period ended March
31, 2002 compared to 17,645,815 for the three-month period ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has only recently generated sufficient cash flow to partially
fund its operations and activities. The Company may experience a liquidity
crisis and be required to raise additional capital. Historically, the Company
has relied upon internally generated funds and funds from the sale of shares of
stock and loans from its shareholders and private investors to finance its
operations and growth. Management may raise additional capital through future
public or private offerings of its stock or through loans from private
investors, although there can be no assurance that the Company will be able to
obtain such financing. The Company's future success and viability are entirely
dependent upon the ability of the Company's current management to (i) strengthen
and increase its customer base by enhancing the marketability of its products,
and (ii) increase the number of customers and expand into additional markets.
Management is optimistic that the Company will be successful in its capital
raising efforts. There can be no assurance, however, that the Company will be
able to continue to successfully distribute and market its gaming products and
to raise additional capital. The Company's failure to do so would have a
material and adverse affect upon the Company and its shareholders.

     The Company's financial statements have been prepared assuming that it will
continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classifications of
liabilities that might be necessary should the Company be unable to continue in
operations.

     The Company generated $18,800 in total revenue during the three-month
period ended March 31, 2002 and $-0- in total revenue during the three-month
period ended March 31, 2001. Management anticipates that overall generation of
revenues will continue to increase on an annual basis based on existing
contracts and marketability of its gaming products.

     As of March 31, 2002, the Company's current assets were $81,814 and its
current liabilities were $218,850, which resulted in a working capital deficit
of $137,036. As of March 31, 2002, the Company's total assets were $375,585 and
its total liabilities were $407,352. As of March 31, 2002, the Company's total
liabilities exceeded its total assets by $31,767.

                                       11
<PAGE>


     As of March 31, 2002, the Company's total assets consisted primarily of (i)
$81,394 in inventory, (ii) $191,294 in property and equipment, and (iii) a
$93,977 net cost of patent/copyright rights. As of March 31, 2002, the Company's
total liabilities consisted primarily of (i) $137,819 in accounts payable, (ii)
$188,502 in notes payable, and (iii) $51,031 in current portion due and owing of
long term debt.

     The Company's stockholders' equity decreased from $390,525 for fiscal year
ended December 31, 2001 to $375,585 for the three-month period ended March 31,
2002.

     For the three-month period ended March 31, 2002, the net cash flow from
operating activities was $1,627 compared to net cash flow used in operating
activities of ($8,623) for the three-month period ended March 31, 2001 (an
increase of $10,250). As discussed above, the increase was primarily comprised
of (i) $11,329 incurred as depreciation expense during the three-month period
ended March 31, 2002 compared to $196 incurred as depreciation expense during
the three-month period ended March 31, 2001; (ii) $3,404 in amortization during
the three-month period ended March 31, 2002 compared to $558 in amortization
during the three-month period ended March 31, 2001; and (iii) a net loss of
$17,176 for the three-month period ended March 31, 2002 compared to a net loss
of $9,928 for the three-month period ended March 31, 2001.

     During the three-month periods ended March 31, 2002 and 2001, the Company
did not have cash flows from investing activities, which relate primarily to the
purchase of equipment and accumulated patent costs.

     The Company decreased its net cash from financing activities for the
three-month period ended March 31, 2002 to ($1,514) compared to $3,300 for the
three-month period ended March 31, 2001. The decrease was attributable to the
payment on debt during the three-month period ended March 31, 2002 compared to
the sale of stock during the three-month period ended March 31, 2001.

SOURCES OF FUNDING/MATERIAL COMMITMENTS

     Material Commitments

     Cranford Assignment Agreement. A significant and estimated material
commitment for the Company for fiscal year 2002 is the amounts due and owing
under an assignment agreement with Mr. Tony Cranford dated January 19, 2001 (the
"Cranford Assignment Agreement"). Pursuant to the Cranford Assignment Agreement,
Mr. Cranford assigned all of his right, title and interest in Bet the House,
including his rights to the provisional patent application no. 60/240.091, to
the Company. In accordance with the terms and provisions of the Cranford
Assignment Agreement, the Company agreed to pay Mr. Cranford (i) for a period of
six months a monthly royalty fee of $175.00 for each Bet the House game that the
Company leases to a third party during the six month period; and (ii) an
aggregate purchase price of either (a) an amount to be calculated by multiplying
the average monthly gross revenues generated by the Company for each Bet the
House game leased during the six month period by three, or (b) $30,000,
whichever is greater. The terms of Cranford Assignment Agreement further provide
that such aggregate purchase price may be paid by the Company to Mr. Cranford on
a monthly basis or in one aggregate payment, with such aggregate purchase price
to be paid in full no later than March 31, 2002.

     As of the date of this Quarterly Report, Mr. Cranford has not received any
payments from the Company and has agreed to extend such payment date to
September 30, 2002. Management has not determined the manner of payment to be
made to Mr. Cranford and may not make such determination until the Company is
adequately funded and several Bet the House games have been successfully
marketed generating revenues.

                                       12
<PAGE>


     Asset Purchase Agreement. A significant and estimated material commitment
for the Company for fiscal year 2002 is the amount of $300,000.00 due and owing
under the terms of an asset purchase agreement entered into with Summit
International Group, Inc. dated May 1, 2001 (the "Asset Purchase Agreement").
Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to pay
the amount of $300,000.00, as evidenced by the execution of two promissory
notes.

     The first promissory note dated May 1, 2001 is in the amount of $80,000.00
and is payable to Michael Humecki (the "Humecki Promissory Note"). The terms of
the Humecki Promissory Note require the Company to make payments as follows: (i)
on the 15th of each month commencing June 15, 2001, the greater of either (a)
50% of gross revenues collected during the prior month from the lease or sale by
the Company of any of the assets acquired by the Company pursuant to the Asset
Purchase Agreement (including the Pro Shuffle) or (b) $2,000.00; (ii) on the
15th of the month after the receipt of 25% of aggregate gross funds raised by
the Company at any time on or after May 1, 2001 pursuant to any private or
public offering of its securities (but such 25% shall not be paid on the first
$100,000 of funds so raised by the Company); and (iii) interest at the rate of
8% per annum commencing May 1, 2002 on any portion of the $80,000 outstanding on
the first of each month payable monthly.

     As of the date of this Quarterly Report, the Company has paid Humecki
approximately $21,200 pursuant to the terms of the Huekci Promissory Note.

     The Company and Michael Humecki entered into a security agreement dated May
1, 2001 (the "Security Agreement") pursuant to which the Company agreed to grant
to Mr. Humecki a security interest in certain property which includes, but not
limited to, the following: (i) all items of personal property which were
acquired by the Company from Summit; (ii) all deposit accounts; (iii) all
receivables; (iv) all inventory; and (v) all equipment.

     The second promissory note dated May 1, 2001 is in the amount of
$220,000.00 and is payable to Summit International Group, Inc. (the "Summit
Promissory Note"). The terms of the Summit Promissory Note require the Company
to make payments to Summit after payment in full is made by the Company of the
Humecki Promissory Note as follows: (i) on the 15th of each month commencing
after the Humecki Promissory Note, the greater of either (a) 50% of gross
revenues collected during the prior month from the lease or sale by the Company
of any of the assets acquired by the Company pursuant to the Asset Purchase
Agreement (including the Pro Shuffle) or (b) $2,000.00; (ii) on the 15th of the
month after the receipt of 25% of aggregate gross funds raised by the Company at
any time on or after May 1, 2001 pursuant to any private or public offering of
its securities (but such 25% shall not be paid on the first $100,000 of funds so
raised by the Company and not until after payment in full of the Humecki
Promissory Note); and (iii) interest at the rate of 8% per annum commencing May
1, 2004 on any portion of the $220,000.00 outstanding on the first of each month
payable monthly.

     As of the date of this Quarterly Report, the Company has not paid Summit
any monies pursuant to the terms or the Summit Promissory Note.

                                       13
<PAGE>


     A significant and estimated material commitment for the Company for the
year 2002 is a liability to Xpectra of up to an aggregate amount of
approximately $110,000.00 (the "Xpectra Liability"). According to the terms of a
letter dated May 9, 2001 from the Company to Xpectra, the Company acknowledged
the valuation of $110,174.98 relating to Pro Shuffle units, parts, tools and
drawings held by Xpectra (the "Xpectra Inventory"). The Xpectra Liability
represents an opportunity for the Company to purchase from Xpectra some or all
of the Xpectra Inventory, up to an aggregate $110,174.98. The Xpectra Liability
represents an agreement of the parties to determine quantity to be acquired and
price. The Company may purchase the entire Xpectra Inventory for a substantial
discount from full price, or the Company may select only certain items to be
purchased from the Xpectra Inventory at a lesser or no discount. The Xpectra
Inventory is currently being stored in Xpectra's warehouse on pallets.

     As of the date of this Quarterly Report, Xpectra has informed the Company
that it will sell the entire Xpectra Inventory for a purchase price of
approximately $35,000.00.

     Funding

     As of the date of this Quarterly Report, the Company is engaged in an
offering pursuant to which it intends to raise an aggregate of $1,000,000. In
accordance with the terms and provisions of the Private Placement Memorandum,
the Company will offer and sell 10,000 shares of Series A Convertible Preferred
Stock at $100.00 per share. Each share of Series A Convertible Preferred Stock
will be convertible into two hundred shares of restricted Common Stock at any
time after December 31, 2001. The Series A Convertible Preferred Stock will be
senior to the Common Stock with respect to dividends and upon liquidation,
dissolution or winding up. The securities will not be registered under the 1933
Securities Act and will therefore be offered pursuant to an exemption from
registration provided by Section 4(2) and Regulation D, Rule 506, of the 1933
Securities Act. Management intents to use net proceeds received from the
offering for the Company's capital requirements, which consist primarily of
marketing, advertising and travel expenses and professional fees.

     As of the date of this Quarterly Report, the Company has sold and issued
two shares of Series A Convertible Preferred Stock to one investor for an
aggregate amount of $500.00.

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $500,000 of
financing designed to fund the general business operations. As of the date of
this Quarterly Report, the Company does not have any material commitments other
than those described above nor does management anticipate any further material
commitments within the next twelve months. It is anticipated that any
expenditures to be incurred by the Company will be operational. Management
anticipates that a substantial portion of the initial budget of $500,000 for the
twelve-month work plan, which includes such expenditures, will be funded
pursuant to public or private offerings, including the private placement
offering described above under Regulation D, Rule 506, of its debt or equity
securities and future advancements. The Company may not be able to raise such
funds and, therefore, the successful marketing of its products may not be
accomplished.

     From the date of this Quarterly Report, management believes that the
Company can satisfy its cash requirements for approximately the next six months
based on its ability to obtain advances from certain investors and related
parties. In the event the Company is unable to obtain advances from certain
investors and related parties, management believes that the Company can satisfy
its cash requirements for approximately the next three months from its liquid
assets.

                                       14
<PAGE>


     As of the date of this Quarterly Report, the Company has generated little
revenue from operations, has a working capital deficit and a retained earnings
deficit. Therefore, the Company has been deemed a "going concern" by its
independent auditors, Comiskey & Company, P.C., as noted in the financial
statements attached hereto. There is substantial doubt that the Company will be
able to retain its status as a "going concern", that is assumption of the
continuity of operations of the Company in the absence of evidence to the
contrary. Management believes that it can maintain its status as a "going
concern" based on its ability to raise funds pursuant to future public and
private offerings and to obtain advances and minimize operating expenses by not
duplicating expenses or incurring needless expenses.

     The Company does not own any plant and/or equipment. Management does not
anticipate any purchases of plant and/or significant equipment.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     During 1997, Progressive Games, Inc. ("Progressive") believed that the
Company was infringing upon certain of its products by virtue of the design,
manufacture and marketing of the Company's Ten Stix 21 and Shotgun 21 gaming
products. Therefore, on approximately November 20, 1997, Civil Action
97-WI-2689-CB, Progressive Games, Inc. v. Amusements Extra, Ten Stix, et. al.,
was filed in the Federal District Court in Denver, Colorado. This was a patent
infringement against the Company and others alleging certain of the Company's
products/games infringed upon Progressive's patents (the "Lawsuit").Mikohn
Corporation ("Mikohn") purchased Progressive and became a party to the lawsuit.

     Subsequently, the Company was dismissed as a party defendant to the
Lawsuit. Thus, the Company and Mikohn, BCD Mecanique Ltd. ("BCD"), DEQ Casinos,
Ltd. ("DEQ") and Amusements "Extra" Inc. ("AEI") entered into an amended
memorandum of agreement dated September 23, 1998 (the "Memorandum Agreement").
The Memorandum Agreement provided that (i) during litigation of the Lawsuit,
Mikohn would grant to the Company a license allowing the Company to continue to
manufacture, use, operate, sell and/or lease the Company's products, which
allegedly infringed upon Progressive's patents, in exchange for payment by the
Company of a royalty fee; and (ii) in the event the remaining defendants to the
Lawsuit were successful, the Company would be released from such contractual
obligations and any further liability.

     Subsequently, the remaining parties to the Lawsuit settled and made the
Company a party to the settlement. Therefore, the Company was released from all
of its duties and obligations under the license agreement and the underlying
license contained in the Memorandum Agreement was null and void.

     Based upon settlement of the lawsuit, on September 23, 1998, the Company
and BCD entered into a letter of understanding which modified the Memorandum
Agreement whereby (i) the Company assigned to BCD ownership of its rights in the
"continuation-in-part" under the Patent Application relating to its lighting
invention in all countries except for the United States of America, (ii) the
Company would remain the owner of all other patent rights with respect to all
aspects of the invention as claimed in the continuation-in-part to the Patent
Application; (iii) BCD granted to the Company the right to use in Ten Stix 21
any such features contained in the Patent Application, (iv) in the event Ten
Stix 21 is not in the format described in the Memorandum Agreement, the Company
agreed to pay BCD a royalty fee of $175.00 per table for use of such features,
and (v) the Company agreed that BCD, DEQ and AEI shall have the right to use the
Company's inventions as described in the Memorandum Agreement along with any
improvements and/or additions to those reserved patent rights.

                                       15
<PAGE>


     The Company had filed a patent application with the United States
Department of Commerce, Patent and Trademark Office for patent protection of its
"lighting" invention (the "Patent Application"). If granted, the Company
thereafter would need to file numerous international patent applications in
countries around the world in which the Company wanted protection of its
inventions. Therefore, because of the associated expenses, the Company agreed to
assign its ownership rights in the "continuation-in-part" under the Patent
Application relating to the "lighting invention" to allow BCD to allow BCD to
file for such international patents, excluding the United States, that relate to
the "lighting" protection. The parties agreed that if the Company does not first
receive the U.S. lighting patent and BCD does receive such patent protection
from the U.S., BCD would allow the Company to have exclusive rights to such
lighting patent in the United States.

     Management is not aware of any other legal proceedings contemplated by any
governmental authority or other party involving the Company or its properties.
No director, officer or affiliate of the Company is (i) a party adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against the Company or its properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     (i)  As of the date of this Quarterly Report, the Company is engaged in a
          offering pursuant to which it intends to raise an aggregate of
          $1,000,000. In accordance with the terms and provisions of the Private
          Placement Memorandum, the Company is offering and selling 10,000
          shares of Series A Convertible Preferred Stock at $100.00 per share.
          Each share of Series A Convertible Preferred Stock is convertible into
          two hundred shares of restricted Common Stock at any time after
          December 31, 2001. As of the date of this Quarterly Report, the
          Company has issued two shares of Series A Convertible Preferred Stock
          to one investor who was not an accredited investor as that term is
          defined under Regulation D. The Company issued the shares in reliance
          upon the exemption from registration provided by Section 4(2) and
          Regulation D, Rule 506, of the 1933 Securities Act. The investor
          executed a subscription agreement and acknowledged that the securities
          to be issued have not been registered under the 1933 Securities Act,
          that he understood the economic risk of an investment in the
          securities, and that he had the opportunity to ask questions of and
          receive answers from the Company's management concerning any and all
          matters related to the acquisition of securities. No underwriter was
          involved in the transaction, and no commissions or other remuneration
          were paid in connection with the offer and sale of the securities.

                                       16
<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     No report required.


SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            TEN STIX INC.

Dated: May 13, 2002                         By: /s/ Thomas E. Sawyer
                                            ------------------------
                                            Thomas E. Sawyer, President





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