UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549



                                 FORM 10-QSB
                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934.


For the quarter ended March 31, 2002        Commission file number 000-49634




                              FIRST IMPRESSIONS
           (Exact name of registrant as specified in its charter)



NEVADA                                                            88-0475756
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification No.)

1601 E. Flamingo Rd., Suite 18B
Las Vegas, Nevada                                                      89119
 (Address of principal executive offices)                         (Zip Code)


                               (702) 866-5834
             Registrant's telephone number, including area code


     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           No     X


      As of April 30, 2002 there were 20,000,000 shares of common stock
                                outstanding.

     Transitional Small Business Disclosure Format (check one)

                          Yes             No     X

<PAGE>

                              FIRST IMPRESSIONS
                               MARCH 31, 2002

                                    INDEX
PART I - FINANCIAL INFORMATION                              Page No.

     Item 1.   Financial Statements

               Balance Sheet as of March 31, 2002 and 2001                 3

               Statement of Operations three months ended March 31,
               2002 and 2001                                               4

               Statement of Cash Flows three months ended March 31,
               2002 and 2001                                               5

               Notes to Unaudited Financial Statements                   6-8

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation                9

PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                          12

     Item 2.   Changes in Securities                                      12

     Item 3.   Defaults Upon Senior Securities                            12

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                           12

     Item 5.   Other Information                                          13

     Item 6.   Exhibits and Reports of Form 8-K                           13

     SIGNATURES                                                           14

<PAGE>
<TABLE>

                              FIRST IMPRESSIONS
                                BALANCE SHEET

                       PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                                            March 31,
                                                        2002         2001
<S>                                                 <C>           <C>
ASSETS

CURRENT ASSETS
     Cash                                           $     26,872   $      991
                                                    ------------   ----------
     TOTAL CURRENT ASSETS                                 26,872          991
                                                    ------------   ----------
                                                    $     26,872   $      991
                                                     ===========   ==========
</TABLE>
<TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>            <C>
CURRENT LIABILITIES
     Note payable                                   $          0   $    1,500
                                                    ------------   ----------
     TOTAL CURRENT LIABILITIES                                 0        1,500
                                                    ------------   ----------
STOCKHOLDERS' EQUITY

   Preferred stock, $.001 par value
   authorized 5,000,000; no shares
   issued and outstanding as of 3/31/02
   and 3/31/01 respectively                                    0            0

   Common stock, $.001 par value,
   authorized 50,000,000 shares;
   20,000,000 and 15,000,000 shares
   issued and outstanding as of 3/31/02
   and 3/31/01 respectively                               20,000          150

Additional paid-in capital                                30,731       14,850

(Deficit) accumulated during
development stage                                       (23,859)     (15,509)
                                                    ------------   ----------
     TOTAL STOCKHOLDER'S EQUITY                           26,872        (509)
                                                    ------------   ----------
                                                    $     26,872   $      991
                                                     ===========   ==========
</TABLE>
                See notes to unaudited financial statements.
<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                           STATEMENT OF OPERATIONS
                                  UNAUDITED

                                                                    For the
                                                                    Period
                                          Three        Three      October 18,
                                          Months       Months        2000,
                                          Ended        Ended      (Inception)
                                        March 31,    March 31,   to March 31,
                                           2002         2001         2002
<S>                                   <C>           <C>          <C>
Revenue                                $         0    $        0  $         0
                                       -----------    ----------  -----------
EXPENSES
General and
Administrative                               2,081         2,660       18,128
Officer services                             1,500             0        5,731
                                       -----------    ----------  -----------
TOTAL EXPENSES                               3,581         2,660       23,859
                                       -----------    ----------  -----------
NET (LOSS)                             $   (3,581)    $  (2,660)  $  (23,859)
                                       ===========    ==========   ==========
Net (loss)
per weighted shares-basic
and fully diluted                      $     (.00)    $    (.00)
                                       ===========    ==========
Weighted average
number of common
shares outstanding
basic and fully diluted                 20,000,000    15,000,000
                                       ===========    ==========
</TABLE>

                See notes to unaudited financial statements.

<PAGE>
<TABLE>
                              FIRST IMPRESSIONS
                           STATEMENT OF CASH FLOWS
                                  UNAUDITED

                                                                  For the
                                                                   Period
                                          Three    Three Months October 18,
                                         Months       Ended        2000,
                                          Ended     March 31,   (Inception)
                                        March 31,      2001     to March 31,
                                          2002                      2002
<S>                                   <C>          <C>         <C>
Cash Flows from
Operating Activities
  Net loss                             $  (3,581)   $   (2,660)  $  (23,859)
  Shares issued for services                    0             0        5,000
  Donated services                          1,500             0        5,731

  Adjustment to reconcile
  net loss to net cash
  used by operations
     Note Payable                         (1,500)         1,500            0
     Payroll Liabilities                        0         (769)            0
                                       ----------   -----------  -----------
Net cash used in
operating activities                      (3,581)       (1,929)     (13,128)

Cash Flows from
Investing Activities                            0             0            0

Cash Flows from
Financing Activities
  Issuance of common stock                 20,700             0       40,000
                                       ----------   -----------  -----------
Net increase in cash                       17,119       (1,929)       26,872

Cash,
beginning of period                         9,753         2,920            0
                                       ----------   -----------  -----------
Cash,
end of period                          $   26,872   $       991  $    26,872
                                       ==========    ==========   ==========
</TABLE>
                See notes to unaudited financial statements.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Note 1 - Summary of significant accounting policies

Organization
The Company was organized October 18, 2000 (Date of Inception) under the laws
of  the State of Nevada, as First Impressions.  The Company has not commenced
significant  operations  and, in accordance with  SFAS  #7,  the  Company  is
considered a development stage company.

Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting  principles requires management to make estimates and  assumptions
that affect the reported amounts of assets and liabilities and disclosure  of
contingent assets and liabilities at the date of the financial statements and
the  reported  amounts of revenue and expenses during the  reporting  period.
Actual results could differ significantly from those estimates.

Cash and cash equivalents
For  the  purpose  of  the  statements  of  cash  flows,  all  highly  liquid
investments with original maturity of three months or less are considered  to
be cash equivalents.

Revenue recognition
Sales  and  related cost of sales are generally recognized upon  shipment  of
products.  Cost of goods sold generally represents the cost of items sold and
the related shipping and selling expenses.

Advertising Costs
The Company expenses all costs of advertising as incurred.  There were no
advertising costs included in general and administrative expenses as of March
31, 2002 and 2001.

Fair value of financial instruments
Fair   value  estimates  discussed  herein  are  based  upon  certain  market
assumptions and pertinent information available to management as of March 31,
2002  and  2001.   The respective carrying value of certain  on-balance-sheet
financial   instruments  approximated  their  fair  values.  These  financial
instruments  include cash and accounts payable. Fair values were  assumed  to
approximate carrying values for cash and payables because they are short term
in  nature  and their carrying amounts approximate fair values  or  they  are
payable on demand.

Impairment of long lived assets
Long  lived  assets  held and used by the Company are reviewed  for  possible
impairment whenever events or circumstances indicate the carrying  amount  of
an  asset  may  not be recoverable or is impaired.  No such impairments  have
been identified by management at March 31, 2002 or 2001.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Stock-Based Compensation:
The  Company accounts for stock-based awards to employees in accordance  with
Accounting Principles Board Opinion No. 25, "Accounting for Stock  Issued  to
Employees"  and  related interpretations and has adopted the  disclosure-only
alternative  of  FAS  No.  123,  "Accounting for  Stock-Based  Compensation."
Options  granted to consultants, independent representatives and  other  non-
employees are accounted for using the fair value method as prescribed by  FAS
No. 123.

Earnings per share
The  Company  follows Statement of Financial Accounting  Standards  No.  128.
"Earnings  Per  Share"   ("SFAS No. 128").  Basic earning  per  common  share
("EPS")  calculations are determined by dividing net income by  the  weighted
average  number  of  shares  of  common stock outstanding  during  the  year.
Diluted earning per common share calculations are determined by dividing  net
income  by  the weighted average number of common shares and dilutive  common
share  equivalents outstanding. During periods when common stock equivalents,
if any, are anti- dilutive they are not considered in the computation.

Segment reporting
The  Company  follows Statement of Financial Accounting  Standards  No.  130,
"Disclosures  About Segments of an Enterprise and Related  Information".  The
Company  operates  as a single segment and will evaluate  additional  segment
disclosure requirements as it expands its operations.

Income taxes
The  Company  follows  Statement of Financial Accounting  Standard  No.  109,
"Accounting  for Income Taxes" ("SFAS No. 109") for recording  the  provision
for  income  taxes.  Deferred tax assets and liabilities are  computed  based
upon  the difference between the financial statement and income tax basis  of
assets  and  liabilities using the enacted marginal tax rate applicable  when
the  related  asset  or  liability is expected to  be  realized  or  settled.
Deferred  income  tax expenses or benefits are based on the  changes  in  the
asset  or liability each period.  If available evidence suggests that  it  is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets  to  the  amount that is more likely than not to be realized.   Future
changes  in  such  valuation  allowance are included  in  the  provision  for
deferred income taxes in the period of change.

Deferred  income  taxes may arise from temporary differences  resulting  from
income  and expense items reported for financial accounting and tax  purposes
in  different  periods.  Deferred taxes are classified  as  current  or  non-
current,  depending on the classification of assets and liabilities to  which
they relate.  Deferred taxes arising from temporary differences that are  not
related  to  an  asset or liability are classified as current or  non-current
depending  on the periods in which the temporary differences are expected  to
reverse.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Recent pronouncements
The  FASB  recently  issued  Statement No. 137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities-Deferral  of  Effective  Date  of  FASB
Statement No. 133".  The Statement defers for one year the effective date  of
FASB  Statement No. 133, "Accounting for Derivative Instruments  and  Hedging
Activities".   The rule now will apply to all fiscal quarters of  all  fiscal
years beginning after June 15, 2000.  In June 1998, the FASB issued SFAS  No.
133,  "Accounting  for Derivative Instruments and Hedging  Activities."   The
Statement  will  require  the company to recognize  all  derivatives  on  the
balance  sheet  at  fair  value.  Derivatives that are  not  hedges  must  be
adjusted  to  fair  value  through income, if  the  derivative  is  a  hedge,
depending  on  the  nature  of  the hedge,  changes  in  the  fair  value  of
derivatives  will either be offset against the change in fair  value  of  the
hedged   assets,  liabilities,  or  firm  commitments  through  earnings   or
recognized  in other comprehensive income until the hedged item is recognized
in  earnings.  The ineffective portion of a derivative's change in fair value
will  be immediately recognized in earnings.  The company has adopted  a  FAS
No.  133 and there is no material effect on the company's financials for  the
years ended December 31, 2001 and 2000 and the period ended January 15, 2002.

In  December  1999,  the  Securities and Exchange Commission  released  Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
No.  101),  which  provides  guidance on the  recognition,  presentation  and
disclosure  of revenue in financial statements.  SAB No. 101 did  not  impact
the company's revenue recognition policies.

Note 2 - Income taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards  No.  109, "Accounting for Income Taxes"  ("SFAS No.  109"),  which
requires  use of the liability method.   SFAS No.  109 provides that deferred
tax  assets and liabilities are recorded based on the differences between the
tax  bases of assets and liabilities and their carrying amounts for financial
reporting  purposes,  referred  to as temporary  differences.   Deferred  tax
assets  and  liabilities at the end of each period are determined  using  the
currently enacted tax rates applied to taxable income in the periods in which
the  deferred  tax  assets  and liabilities are expected  to  be  settled  or
realized.

There  is no provision for income taxes for the period ended March 31,  2002.
The Company's total deferred tax asset as of March 31, 2002 is as follows:
<TABLE>
                                                               October 18,
                                         Three        Three        2000
                                         Months       Months   (inception)
                                         Ended     Ended March to March 31,
                                       March 31,     31, 2001      2002
                                          2002
<S>                                  <C>           <C>         <C>
Net operation loss carry forward       $  (3,581)   $  (2,660)  $  (23,859)
Valuation allowance                         3,581        2,660       23,859
Net deferred tax asset                 $        0   $        0  $         0
</TABLE>
<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Note 3 - Stockholder's equity

Common Stock

The  authorized common stock of the corporation consists of 50,000,000 shares
with a par value $.001 per share.

On  January 10, 2002, the Company approved a forward stock split on the basis
of  100 for 1.  All references to the number of shares issued and outstanding
have been retroactively restated to reflect the forward split.

On  October  18, 2000, the Company issued 5,000,000 shares of its $0.001  par
value  common stock for services valued at $5,000.00. The shares were  deemed
to  have been issued pursuant to an exemption provided by Section 4(2) of the
Act, which exempts from registration "transactions by an issuer not involving
any public offering."

On  October 19, 2000, the Company issued 10,000,000 shares of its $0.001  par
value  common stock for $10,000.00 cash. The shares were deemed to have  been
issued  pursuant to an exemption provided by Section 4(2) of the  Act,  which
exempts from registration "transactions by an issuer not involving any public
offering."

On  January 4, 2002, the Company completed a public offering that was offered
without  registration  under the Securities Act  of  1933,  as  amended  (The
"Act"), in reliance upon the exemption from registration afforded by sections
4(2)  and 3(b) of the Securities Act and Regulation D promulgated thereunder.
The  Company sold 5,000,000 shares of its $0.001 par value common stock at  a
price of $0.60 per share for a total amount raised of $30,000.

Preferred Stock

The  authorized  preferred  stock of the corporation  consists  of  5,000,000
shares with a par value of $.001 per share.

Note 4 - Going concern

The  accompanying financial statements have been prepared assuming  that  the
Company   will   continue   as  a  going  concern  which   contemplates   the
recoverability of assets and the satisfaction of liabilities  in  the  normal
course  of business. As noted above, the Company is in the development  stage
and,  accordingly, has not yet generated revenues from operations. Since  its
inception, the Company has been engaged substantially in financing activities
and developing its product line, incurring substantial costs and expenses. As
a  result, the Company incurred accumulated net losses from October 18,  2000
(inception)  through  the  period  ended March  31,  2002  of  $(23,859).  In
addition,  the  Company's development activities since  inception  have  been
financially sustained by capital contributions.

<PAGE>

                              FIRST IMPRESSIONS
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

Note 4 - Going concern (continued)

The  ability of the Company to continue as a going concern is dependent  upon
its  ability to raise additional capital from the sale of common  stock  and,
ultimately,   the  achievement  of  significant  operating   revenues.    The
accompanying financial statements do not include any adjustments  that  might
be  required should the Company be unable to recover the value of its  assets
or satisfy its liabilities.

Note 5 - Warrants and options

There are no warrants or options outstanding to acquire any additional shares
of common stock.

Note 6 - Related party transactions

The Company neither owns nor leases any real or personal property. An officer
of  the Company donated services at $50 an hour for 10 hours per month for  a
total  of  $500 per month.  The total services donated as of March  31,  2002
were  $1,500  and the total as of October 31, 2000 (Inception) to  March  31,
2002 were $5,731.  Both amounts have been expensed accordingly.

The  officers  and  directors of the Company are involved in  other  business
activities  and  may  in  the  future,  become  involved  in  other  business
opportunities.  If  a specific business opportunity becomes  available,  such
persons may face a conflict in selecting between the Company and their  other
business  interests.  The  Company  has  not  formulated  a  policy  for  the
resolution of such conflicts.

<PAGE>

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

    The  following discussion and analysis should be read in conjunction with
the  Company's unaudited financial statements and the notes thereto contained
elsewhere in this filing.

Overview

     First   Impressions  was  organized  October  18,  2000  as   a   Nevada
corporation,  and  has  a limited operation history.  We  were  organized  to
develop  a  business  as  an  online  retailer  and  distributor  of  perfume
fragrances,  bath  products  and related products specifically  designed  for
First Impressions.

BUSINESS OF THE COMPANY

     First  Impressions intends to be an online retailer and  distributor  of
perfume  fragrances, bath products and related products specifically designed
for  First  Impressions.   Our  goal  is to  operate  an  online  store  that
specializes  in the sale of fragrances, fragrance related products  and  bath
and  body products on a retail and wholesale basis.  The business-to-business
component  of the online store is intended to offer products on  a  wholesale
basis  to  the market of smaller specialty retailers. Users will be  able  to
browse   and   locate   products.   The   online   store,   domain   name   -
first2impress.com, will offer personalized customer service, secure ordering,
numerous  shipping options and fast delivery. As of the date of  this  filing
our website is not yet operational.

     To effectuate the business plan of the Company, we executed an agreement
on October 18, 2000 with Desert Health Products, Inc., which provides for the
licensing,  manufacturing  and distribution of  First  Impressions'  products
until termination in December of 2010. The agreement provides for a price  to
be  paid  to  Desert Health Products, of the cost of production, including  a
reasonable allowance for overhead, plus 30%, which also provides for a  price
increase  every  six (6) months. There were no up front licensing  fees.  The
agreement further provides for termination prior to its expiration, by either
party for the following reasons:

*    Upon the bankruptcy or liquidation of the other party, whether voluntary
  or involuntary;
*    Upon the other party taking the benefit of any insolvency law;
*    Upon the other party having or applying for a receiver appointed for
either party;
*    For cause, and/or
*    For early termination in the event First Impressions fails or refuses to
cooperate with Desert Health Products, fails or refuses to make timely
payment of the compensation required by the agreement. In addition, upon
early termination, all invoicing shall become immediately due and payable
and/or deliverable.

     Under  the  contract and relationship established between Desert  Health
Products  and First Impressions, we have the ability to choose the  fragrance
desired  by  First  Impressions, and utilize the  fragrance  in  the  various
products,  which  Desert  Health  Products already  produces  with  different
fragrances,  thus  establishing an exclusive product for  First  Impressions.
Under  the  agreement, the fragrance formula is a one  of  a  kind  specially
formulated  fragrance  selected  by First  Impressions  and  to  be  utilized
exclusively  by  First Impressions in various forms of perfumes  and  related
products.  Additionally,  Desert Health Products has  agreed  to  handle  all
packaging and shipping for First Impressions.

<PAGE>

Results of Operations for the three months ended March 31, 2002 as compared
to the three months ended March 31, 2001.

     The  Company's net loss was $3,581 for the three months ended March  31,
2002 as compared to a net loss of $2,660 for the three months ended March 31,
2001.  This represents a 35% or $921 increase over the same period last year.
This  net loss increase was primarily the result of expensing officer donated
services at $500 a month.  The Company has not generated any revenues.

Liquidity and Capital Reserves

As of March 31, 2002 (Unaudited)

     As  of March 31, 2002, the Company's assets were $26,872 and its current
liabilities were $0.

Plan of Operation

     The  Company's  current cash balance as of March 31,  2002  is  $26,872.
Management  believes  the  current cash balance is  sufficient  to  fund  the
current minimum level of operations through January, 2003, however, in  order
to  advance  the  Company's business plan the Company must  raise  additional
capital  through the sale of equity securities. Management has  continued  to
avoid  incurring  substantial obligations to the Company  pending  the  final
choice  selection of product to place on the Internet. Once the  product  has
been selected and the Website complete, the Company's costs will increase  as
a  function  of the advertising required to bring in business.  The  plan  of
management  is to increase advertising costs in direct proportion  to  sales,
advertising dollars coming into the Company, and equity capital raised by the
Company  in  the  future. In the event any of the above do not  happen  in  a
timely   fashion,  management  is  prepared  to  slow  the  expenditures   of
advertising costs so that the Company can sustain itself until January  2003.
To  date,  the  Company  has  sold  $30,000 in  equity  securities  and  used
approximately  $1,500  to  repay  a  note.  Sales  of  the  Company's  equity
securities have allowed the Company to maintain a positive cash flow balance.

     We  have  prepared  our financial statements assuming the  Company  will
continue as a going concern, which contemplates the recoverability of  assets
and  the satisfaction of liabilities in the normal course of business.  As  a
result  of  our  development  stage and our  incurring  start  up  costs  and
expenses,  the  Company has incurred accumulated net loses from  October  18,
2000  (inception) through the period ended March 31, 2002 of $23,859.   As  a
result of these losses our auditor has reflected our "Going Concern" in  Note
4 of our audited financial statements.

     Management has made initial progress in implementing its business plan
by commencing design of its website.  First Impressions intends to use its
initial equity capital to fund First Impressions' initial business plan
during the next twelve months, as cash flow from sales is not estimated to
begin until year two of its business plan. Our initial business plan during
the next twelve months includes the expenditure of $27,000 from cash
currently available to:

<PAGE>

*    complete the selection and design of graphic packaging materials (cost
  of approximately $3,500
*    cover legal and accounting fees ($2000)
*    selection of our final fragrance and initial products to be produced and
  marketed (no costs associated),
*    deposit money to be paid to Desert Health Products for our initial
inventory of products ($7,000),
*    complete the design of our Website ($10,000), and
*    pay the initial advertising costs associated with the Website ($5,000).

     First  Impressions will face considerable risk in each of  its  business
plan  steps,  such  as  difficulty of hiring competent personnel  within  its
budget,  longer  than anticipated website programming,  and  a  shortfall  of
funding  due to First Impressions' inability to raise capital in  the  equity
securities  market. If no funding is received during the next twelve  months,
First Impressions will be forced to rely on its existing cash in the bank. In
such  a  restricted cash flow scenario, First Impressions would be unable  to
complete  all  business  plan  steps, and  would,  instead,  delay  all  cash
intensive  activities. Primarily the cash intensive activities  include  full
time  management and significant advertising dollars. First Impressions  will
not  be  increasing  management  or incurring any  equipment  expenses  until
additional dollars are available either through equity or revenues.

      In  the  event equity or revenues are available to advance the business
plan to the next step, which amount would be approximately $100,000, then  in
that  event  our current president would become operational on  a  full  time
basis  or we would bring in full time management. Additionally, approximately
$50,000 would be spent on advertising to assist in building up the revenues.

      Phase  three  of  the  business plan would  include  hiring  additional
personnel,  spending additional dollars on advertising, updating the  Website
software, where required, for increase sales volumes, and covering additional
accounting and legal fees.

Forward-Looking Statements and Associated Risks

     This   Quarterly   Report   on  Form  10-QSB  contains   forward-looking
statements.   These  forward looking statements  are  based  largely  on  the
Company's   expectations  and  are  subject  to  a  number   of   risks   and
uncertainties, many of which are beyond the Company's control, including, but
not  limited  to,  economic,  competitive and  other  factors  affecting  the
Company's  operations, markets, products and services,  expansion  strategies
and  other factors discussed elsewhere in this report and the documents filed
by  the  Company with the Securities and Exchange Commission.  Actual results
could  differ materially from these forward-looking statements.  In light  of
these  risks  and uncertainties, there can be no assurance that the  forward-
looking  information  contained in this report will in fact  prove  accurate.
The Company does not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.

<PAGE>

PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.

     None

Item 2.       Changes in Securities.

     None

Item 3.       Defaults Upon Senior Securities.

     None.

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

     A  special meeting of the stockholders of First Impressions was held  on
January  9,  2002  and  the following was approved by  unanimous  consent  of
stockholders:

*     The issuance of 50,000 shares of common stock sold under the Reg. D 504
  in accordance with the subscription agreements;
*    To amend the Articles of Incorporation to increase the capitalization to
50,000,000 common shares at $.001 par value; and,
*    To authorize a 100 to 1 forward split.

Item 5.       Other Information.

     None.

Item 6.       Exhibits and Reports on Form 8-K.

     None.

<PAGE>

                                 SIGNATURES


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


FIRST IMPRESSIONS



By:/s/ Tammy Kraft
      Tammy Kraft, President


   Date: May 15, 2002