SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 10-Q

(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

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________

                   Commission File Number:  0-22622


                       CREATOR CAPITAL LIMITED
           (Exact name of registrant as specified in its charter)

              BERMUDA                              98-0170199
(State or other Jurisdiction of                 (I.R.S. Employer
Incorporation or Organization)               Identification Number)




                             CEDAR HOUSE
                           41 CEDAR STREET
			   HAMILTON  HM12   BERMUDA
		(Address of principal executive offices)

                         (604) 947-2555
       (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 __X__  No _____

The registrant had 90,424,191 shares of common stock outstanding as of
March 31, 2002.

Exhibit index is located on page 12.




CREATOR CAPITAL LIMITED

INDEX



PART I. FINANCIAL INFORMATION	PAGE

Item 1. Consolidated Financial Statements


Consolidated Balance Sheets - March 31, 2002, March 31, 2001
and December 31, 2001                                                  3

Consolidated Statements of Operations - Three Months ended
March 31, 2002 and March 31, 2001                                      4

Consolidated Statements of Cash Flows - Three Months ended
March 31, 2002 and March 31, 2001                                      5

Notes to Consolidated Financial Statements                             7


Item 2.
Management's Discussion and Analysis of Financial Condition and
   Results of Operations                                              10


PART II. OTHER INFORMATION

Item 6.(a) Exhibits                                                   12





































PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                     CREATOR CAPITAL LIMITED AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)

             ASSETS

                                    March 31,    March 31,    December 31,
                                      2002         2001          2001
Current Assets
  Cash and cash equivalents        $ 135,767    $ 107,109       $ 90,870
  Accounts and notes receivable,     120,668      183,915        143,380
  Prepaid expenses                    59,292       59,255         70,079
                                   ---------    ---------       --------
    Total current assets             315,727      350,279        304,329

Furniture, fixtures and
  equipment, at cost                 471,561      449,182        468,343
  Less:  accumulated depreciation   (401,883)    (313,126)      (378,932)
    Furniture, fixtures and         ---------    ---------      --------
      equipment, net                  69,678      136,056         89,411

Advance to China Investments         108,030           --        108,030
Game software (net of amortization)       --       70,213             --
                                    --------     --------        -------
Total assets                       $ 493,435    $ 556,548      $ 501,770
                                   ---------    ---------      ---------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable and
    accrued expenses                 143,975      236,627        159,532
  Accrued Dividends                  877,744      965,194        828,091
  Notes Payable                       18,000       18,000         18,000
                                   ---------    ---------      ---------
Total current liabilities          1,039,719    1,219,821      1,005,623


Notes payable, long term              66,322       66,322         66,322
                                   ---------    ---------      ---------
                                   1,106,041    1,286,143      1,071,945
                                   ---------    ---------      ---------
Shareholders' equity
  Class A preferred shares,
    $0.01 par value,
      authorized - 3,000 shares,
      outstanding - 2,237 shares          22           22             22

  Class B preferred shares,
    $0.01 par value, authorized -
      5,000,000 shares, outstanding
      - 0, 1,955 and 2,075 shares          0           20              1

  Common shares, $0.01 par value
    authorized - 90,424,191
    shares; outstanding 50,000,000
    and 50,583,529 shares          1,065,294      504,800        873,026
Additional paid-in-capital        65,215,778   65,611,514     65,405,998
Accumulated deficit              (66,893,700) (66,845,951)   (66,849,222)
                                  ----------   ----------     ----------
                                    (612,606)    (729,595)      (570,175)
                                  ----------   ----------     ----------
  Total liabilities and
    shareholders' equity           $ 493,435    $ 556,548      $ 501,770
                                  ----------   ----------     -----------


               CREATOR CAPITAL LIMITED AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (UNAUDITED)


                                 Three Months Ended March 31,  December 31
                                       2002         2001           2001

Revenue                            $ 119,248      $ 151,210      $ 561,030

Operating Expenses
  General and administrative          50,519         58,683        156,757
  Consulting and contract labor       27,800         51,990         94,357
  Marketing                            5,583              -         25,308
  Legal                                5,316          2,119          7,853
  Depreciation and amortization       22,951        109,743        243,239
                                   ---------       --------       --------
                                     112,169        222,535        527,514
                                   ---------       --------       --------
                                       7,079        (71,325)        33,516
                                   ---------       --------       --------

Other (Income) and Expense
  Interest expense                       (55)             -         (1,153)
  Interest income                        186            465         18,164
                                   ---------       --------       --------
                                         131            465         17,011

Net gain (loss)                      $ 7,210      $ (70,860)      $ 50,527


BASIC AND DILUTED LOSS PER SHARE
Numerator for basic and diluted
loss per share:
  Net gain (loss)                     7,210       (70,860)        50,527
  Preferred stock dividends         (51,688)     ( 86,740)      (203,399)
  Income gain (loss) to
    common shareholders           $ (44,478)   $ (157,600)    $ (152,872)


Denominator for basic and
diluted loss per share:
  Weighted average shares
    Outstanding                  90,424,191    50,000,000     70,385,000


Net loss per share                 $ 0.0005       $ 0.003        $ 0.002





                    CREATOR CAPITAL LIMITED AND SUBSIDIARIES
                           STATEMENTS OF CASH FLOW
                                  (UNAUDITED)


                                   Three Months  Three Months    Year
                                      Ended          Ended       Ended
                                    March 31,      March 31,  December 31,
                                      2002           2001        2001
                                 ----------------------------------------

OPERATING ACTIVITIES
Net Gain (Loss)                      $ 7,210     $ (70,860)     $ 50,527
Reconciliation of net loss to
net cash used in operating
activities:
  Depreciation and amortization       22,951       109,744       243,239
  Non-cash interest expense                -             -             -
  Other                                    -             -             -
  Changes in assets/liabilities:
  (excluding effect of acquisition)
    Accounts receivable               22,712       (22,015)       18,520
  Prepaid expenses                    10,787        17,500         6,676
  Other assets                             -             -      (108,030)
  Accounts payable and
  accrued expenses                    34,096        79,198      (134,999)
  Net cash provided by (used in)
   operating activities               97,756      113,567         75,933


INVESTING ACTIVITIES
  Furniture, Fixtures & Equipment     (3,218)      (3,266)      ( 17,169)
    Net cash provided by (used in)
    investing activities              (3,218)      (3,266)      ( 17,169)


FINANCING ACTIVITIES
  Common Stock Issuance              192,268           -         162,711
  Paid in Capital                   (190,220)
  Sale of Equipment                                 2,734
  Notes payable                                    (1,500)        (1,500)
  Redemption of Preferred Stock           (1)                        (20)
  Preferred stock dividends          (51,688)     (78,740)      (203,399)
                                     --------     --------      ---------
    Net cash provided by (used in)
    financing activities             (49,641)     (77,506)       (42,208)


  Net increase in cash                44,897       32,795        16,556
  Cash, beginning of period           90,870       74,314        74,314
                                     -------       ------        ------
  Cash, end of period              $ 135,767    $ 107,109      $ 90,870






                 CREATOR CAPITAL LIMITED AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                             (UNAUDITED)


                                    March 31     March 31     December 31
                                      2002         2001           2001
                                    -------------------------------------

Balance, beginning of period    (66,849,222)  (66,688,351)   (66,696,350)

Activity during the period
  Net Income                          7,210       (70,860)        50,527
  Dividends                         (51,688)      (86,740)      (203,399)
                                ------------   -----------   ------------
                                (66,893,700)  (66,845,951)   (66,849,222)



                 CREATOR CAPITAL LIMITED AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - NATURE OF OPERATIONS

The consolidated financial statements of Creator Capital Limited and
Subsidiaries ("CCL" or the "Company") included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC").  In management's opinion, these financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results of operations for the
interim periods presented.  Pursuant to SEC rules and regulations, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted from these statements unless significant changes have
taken place since the end of the most recent fiscal year.  For this reason,
the consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

The Company is a Bermuda exempted company, which, on September 27, 2000
changed its name to Creator Capital Limited, and in June 1997, changed its
name to Interactive Entertainment Limited ("IEL") from Sky Games
International, Ltd. ("SGI").  The Company's activities had been focused on
providing inflight gaming software and services by developing, implementing
and operating a computer-based interactive video entertainment system of
gaming and other entertainment activities on, but not limited to, the
aircraft of international commercial air carriers.  In November 1998, the
Company ceased operations of its inflight gaming business and currently,
the Company is concentrating on its Sky Play entertainment games business.

On January 13, 1998, the Company completed the acquisition of all the
outstanding capital stock of Inflight Interactive Limited ("IIL") in
exchange for 500,000 shares of the Company's $.01 par value common stock
(the "Common Stock").  IIL is a United Kingdom developer and provider of
amusement games to the airline industry.  The games are marketed under the
name Sky Play and, as of March 31, 2002, currently are operating on a number
of airlines:  Air China, Cathay Pacific, Continental, Emirates, Japan
Airlines, and Malaysia Airlines.  The purchase agreement provides for the
Company to issue up to 250,000 additional shares of Common Stock to the
previous owners of IIL upon achievement of certain milestones regarding
implementation of the Company's Sky Games gaming software with an
international airline to be designated by the parties.  The acquisition
was accounted for using the purchase method.

On September 22, 2001, the Company entered into an Investment agreement with
Asset China Investments Ltd. ("Asset China").  Asset China holds 70% of the
outstanding shares of Beacon Hill Enterprises Ltd.  Beacon Hill holds
the license for and operates one of two major Soccer Betting Lottery
locations in Guangzhou City, Guangdong Province, People's Republic of China.
In exchange for 1,500,000 shares of the Company's Common Stock, and an
investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives 80%
of the proceeds of the business profits generated from Asset China's sports
betting and lottery assets.  To date, the Company has forwarded HK$900,000.00
(US$108,030.00).

On November 1, 2001, the Company entered into an Investment agreement with
Lee John Associates ("Lee John").  Lee John is engaged in the business of
owning the licenses for and operating several lottery locations in Guangzhou
City, Guangdong Province, Peoples' Republic of China.  In exchange for
500,000 shares of the Company's common stock, the Company shall receive
80% of the proceeds of the business profits generated from Lee John's Lottery
businesses.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries:  Sky Games International Corp. (a Nevada
corporation), Creator Island Equities Inc. (a Yukon Territory corporation),
and Inflight Interactive Limited (a U.K. corporation).  All material
intercompany transactions have been eliminated in consolidation.

Goodwill

The goodwill, which arose from the acquisition of IIL, is being amortized on
 a straight-line basis over three years.  It is now amortized out.

Software Development

All software production costs have been capitalized until the software was
available for general release to customers in accordance with the provisions
of Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed."
Amortization of the software costs over a three-year period started in June
1998.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," ("SFAS No. 130") effective January 1,
1998.  SFAS No. 130 established standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements.  The Company's comprehensive income (loss) is
substantially equivalent to net income (loss) for the three months ended
March 31, 2002 and 2001, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial
statements and accompanying notes and in determining the impairment of
long-lived assets.  Actual results could differ from those estimates.


NOTE 3 - ACQUISITION OF MINORITY INTEREST

Prior to June 17, 1997, the Company operated its principal business
activities under the name Sky Games International, Ltd. through its
indirectly 80%-owned subsidiary then known as Interactive Entertainment
Limited ("Old IEL").  The remaining 20% of Old IEL was held by an affiliate
of Harrah's Entertainment, Inc. (which, together with its affiliates, is
referred to herein as "Harrah's").  Harrah's also managed the
operations of Old IEL pursuant to a management agreement effective December
30, 1994, (the "Management Agreement").

Effective June 17, 1997, pursuant to a Plan and Agreement of Merger and
Amalgamation dated May 13, 1997; Old IEL was merged into the Company (the
"Amalgamations").  As part of the Amalgamations, the Management Agreement
with Harrah's was terminated.  Harrah's received a total of 5,879,040 shares
of Common Stock in exchange for its 20% ownership interest in Old IEL and
as consideration for the termination of the Management Agreement.  The
Amalgamation has been accounted for under the purchase method.  The shares
issued to Harrah's were valued at $26,255,793 based on the average quoted
market price of the Company's Common Stock when the Amalgamations were
announced, or $4.466 per share.


NOTE 4 - SHAREHOLDERS' EQUITY

In December 1994, the Company discontinued an engineering and marketing
arrangement with B/E Aerospace, Inc. ("BEA").  As part of the termination,
the Company issued to BEA a promissory note in the original principal amount
of $2.5 million at 12% per annum.  On February 28, 1997, an agreement was
reached with BEA to exchange the note, in the amount of $2,737,000, including
accrued and unpaid interest, for Class A Preference Shares at $1,000 per
share.  The exchange for 2,737 Class A Preference Shares was completed in
June 1997.  During 1998, the Company and BEA agreed that the Company would
redeem the Class A Preference Shares in installments beginning June 30,
1998.  The Company redeemed 500 shares at their redemption price of $1,000
per share during 1998, but has been unable to redeem additional shares.

The Class A Preference Shares are convertible at any time into a number of
shares of Common Stock determined by dividing $1,000 per share of Class A
Preference Shares, plus any accrued and unpaid dividends thereon by: (i)
prior to August 31, 1999, a conversion price equal to 65% of the average
mean of the closing bid and ask prices of the Common Stock for the 20
trading days prior to the conversion (the "Market Price") and (ii) after
August 31, 1999, a conversion price equal to 60% of the Market Price.
Dividends on the Class A Preference Shares are cumulative and payable
quarterly at an annual dividend rate of 9%.  The Company, at its option,
may redeem the Class A Preference Shares, in whole or in part, at any time
 and from time to time, at a redemption price of $1,000 per share plus any
accrued and unpaid dividends thereon.  The Company is not required to redeem
 the Class A Preference Shares.  Upon liquidation, holders of the Class A
Preference Shares will be entitled to repayment of an amount equal to $1,000
per share plus accrued and unpaid dividends, prior to any distributions
 to holders of common Stock.  Unpaid dividends of $856,236 were in arrears
as of March 31, 2002 and are included on the Consolidated Balance Sheets in
Accounts Payable and Accrued Expenses.  The Class A Preference Shares does
not have any voting rights.

As part of the Amalgamation, Harrah's entered into the "Registration and
Preemptive Rights Agreement" under which, among other things, Harrah's has
the right to receive additional shares of Common Stock at $.01 per share in
order to maintain their ownership percentage in the Company in the event
that the Class A Preference Shares held by BEA are converted into Common
Stock.  The value of any such shares of Common Stock issued to Harrah's
will be accounted for as an adjustment to the purchase price incurred
in the Amalgamation when and if such shares are issued.

On December 17, 1997, the Company issued 1,000 shares of Series A
Convertible Preference Shares of the Company's Class B Preferred Stock
for a total consideration of $1,000.000.  The Class B Series A
Preference Shares are convertible into a number of shares of Common Stock,
determined by dividing the stated value of $1,000 per share by the lesser
of: $3.2038 (the "Fixed Conversion Price") and a price (the "Floating
Conversion Price") calculated as 85% of the average of the three lowest
closing bid prices for the Common Stock during the thirty trading days
occurring immediately prior to, but not including, the conversion date.
Dividends are cumulative and may be paid, at the option of the Company and
with prior notice, in additional shares of Common Stock at an annual
dividend rate of 8%. Warrants for the purchase of 61,718 shares of Common
Stock were issued in connection with the issuance of the Series A Class B
Convertible Preference Shares.  The warrants expired on December 17, 1999.
The Company exercised
an option of selling a second tranche with 123,432 warrants for an aggregate
purchase price of $2,000,000 on July 24, 1998.  As of December 31, 1999, 680
shares of the Class B Series A Preference Shares had been submitted for
conversion into 25,600,012 shares of Common Stock.  All Common Stock
issuable upon the conversions has been issued except for 3,492,426 shares.
In January, 1999, two holders of the Class B Series A Preference Shares
agreed to amend the conversion terms so that the Floating Conversion Price
will not be less than $0.25 per share.  As of December 31, 1999, a total of
1,720 shares of the Class B Series A Preference Shares were outstanding.
As of March 31, 2000, 1,000 Class B Series A Preference Shares, convertible
at $0.25 per share, had been submitted for conversion into 4,480,000 shares
of Common Stock.  As of March 31, 2000, 600 of the Class B Series A
Preference Shares were submitted for conversion into 22,588,233 shares of
Common Stock.  The remaining 120 Class B Series A Preference Shares are
convertible into 480,000 shares of Common Stock at $0.25 per share.
Subsequent to the year end, these shares were submitted for conversion,
and 480,000 common shares were issued on January 8, 2001.

As of February 20, 1998, the Company sold 300 shares of Class B Series B
Convertible Preferred Stock at $1,000 per share.  The Class B Series B
Convertible Preferred Shares have the same dividend and conversion features
as the Class B Series A Preferred Shares.  The investor also received a
warrant to purchase 18,515 shares of Common Stock at a price of $3.2038 for
18 months.  As of September 30, 1999, 38 shares of the Series B Class B
shares had been converted into Common Stock and 262 shares remained
outstanding.  As of March 31, 2000, the 262 shares were submitted for
conversion into 9,863,529 shares of common stock.

The unpaid dividends were included in the March 31, 2000 conversion
submission.


NOTE 6 - AGREEMENT REGARDING REDEMPTION OF PERFORMANCE SHARES

When the Company acquired the rights to the inflight gaming software from
Sky Games International, Inc. ("SGII") on November 7, 1991, a portion of
the consideration was 3,000,000 shares of Common Stock which, according to
then applicable requirements, were placed in escrow, to be released on the
basis of one share for each U.S. $1.78 of net cash flow generated from the
assets over a ten-year period (the "Performance Shares").  2,000,000 of the
Performance Shares were issued to SGII (87% of the outstanding stock of
which was owned by James P. Grymyr, formerly a director of the Company,
and his wife) and 1,000,000 shares were issued to Anthony Clements, a
director of the Company.  An additional 525,000 shares, which were issued
to Dr. Rex E. Fortescue, formerly a director of the Company, are held
in the escrow on the same terms and are also included as Performance
Shares.  Each of Messrs. Clements and Fortescue, as of April 30, 1997,
agreed to allow the Company to redeem and cancel the Performance Shares
when and if they are released from escrow for any reason whatsoever (the
"Redemption Agreement").  As consideration for such agreement to tender the
Performance Shares for cancellation by the Company in the event they are
ever released from the escrow, the Company has issued 508,333 shares of
Common Stock, respectively.  SGII, as of April 30, 1997, also agreed that
it would tender the 2,000,000 Performance Shares, which it holds for
cancellation by the Company when and if such Performance Shares are
released from escrow for any reason whatsoever (the "Redemption and
Cancellation Agreement").  As consideration of such agreement, in
February 1997, the Company expensed the outstanding balance of a note
made by SGII to the Company in the approximate amount of $550,000 and
issued to SGII 80,590 shares of Common Stock.  In the event the
Performance Shares are not released prior to six months after the end of
the Company's financial year ending in the year 2002, the Performance
Shares will automatically be canceled in accordance with the terms of
the escrow agreement.

As part of the agreements to allow the redemption and cancellation of
the Performance Shares, the holders of the Performance Shares have issued
an irrevocable proxy to a bank which has agreed not to vote the
Performance Shares at any General Meeting of Shareholders or otherwise.
The irrevocable proxy and the agreement not to vote the Performance Shares
will terminate upon the cancellation of the Performance Shares.  The
escrow agent is prohibited from canceling the Performance Shares under
the escrow agreement.

Although the Performance Shares have no rights they are still issued
and outstanding, therefore they are included in the per share calculations
for all periods presented.  Effective December 31, 2000 they are
considered outstanding for financial statement purposes


Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

Overview

Creator Capital Limited ("CCL" or the "Company"), formerly known as
Interactive Entertainment Limited ("IEL"), is a Bermuda exempted company,
 which was incorporated on January 28, 1981.  The Company's activities
had been focused on providing inflight gaming software and services by
developing, implementing and operating a computer-based interactive
video entertainment system of gaming and other entertainment activities
on, but not limited to, the aircraft of international commercial air
carriers.

On January 13, 1998, the Company completed the acquisition of all of the
outstanding stock of Inflight Interactive Limited ("IIL") in exchange for
500,000 shares of the Company's Common Stock.  IIL is a U.K. developer and
provider of amusement games to the airline industry.  CCL currently operates
the "IIL" games under the name SkyPlay.  As of  March 31, 2002, Sky Play
games are currently installed and operating on Air China, , Cathay Pacific,
Continental Airlines, Emirates Air, Japan Air Lines, , and Malaysia
Airlines.  During the  first quarter of 200, the number of airline
customers decreased  from seven to six, and the number of installed
aircraft remained the same at 141.

On November 12, 1998, the Company announced that it had been unable to
attract the additional capital necessary for continued development of
its Sky Games inflight gaming business and that it had discontinued all
operations associated with the Sky Games product line. The Company stated
that it would refocus its business efforts to concentrate exclusively on
its non-gaming inflight Sky Play PC games, customers and business.  All
employees were terminated as of November 13, 1998.  Those former employees
retained on a part-time contract basis to assist with the management of Sky
Play are no longer so retained.  Two former employees, through their
corporate entity, have been formally contracted to attend to the Sky Play
business.  The discontinuation of the Sky Games business has not had an
adverse impact on the Sky Play business.

As of December 31, 1998, IEL had a contract to provide its gaming software
to Singapore Airlines, ("SIA"), which has various termination provisions.
On March 22, 1999, SIA notified the Company that it was exercising its
termination rights under the contract.  The contract with Singapore
Airlines was the Company's only contract to provide its gaming software
to an airline.  Gaming is prohibited on the aircraft of U.S. commercial air
carriers and on all flights to and from the United States.  Other countries
may introduce similar prohibitions, which could limit the prospects for
additional contracts.

At the Annual General Meeting of shareholders held on September 19, 2000,
shareholders voted in favour of the following resolutions:  (i) change the
name of the Company to "Creator Capital Limited" ("CCL");  (ii) increase
the Company's authorized shares to 105,003,000 and its authorized share
capital to US$1,050,030.00;  (iii) give the Board of Directors the
discretion to effect a consolidation of the Company's authorized share
capital and outstanding shares by up to 10 to 1 (which would decrease the
authorized shares and authorized share capital and increase the par value
of its shares by the selected ratio),  and, also in its discretion,
subsequently to decrease the par value of the Company's Common Stock to
$.001 per share and increase the Company's authorized shares to 105,003,000;

On September 22, 2001, the Company entered into an Investment agreement with
 Asset China Investments Ltd. ("Asset China").  Asset China holds 70% of the
 outstanding shares of Beacon Hill Enterprises Ltd.  Beacon Hill holds the
license for and operates one of two major Soccer Betting Lottery locations
in Guangzhou City, Guangdong Province, People's Republic of China.  In
exchange for 1,500,000 shares of the Company's Common Stock, and an
investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives
80% of the proceeds of the business profits generated from Asset China's
sports betting and lottery assets.  To date, the Company has forwarded
HK$900,000.00 (US$108,030.00).

On November 1, 2001, the Company entered into an Investment agreement with
Lee John Associates ("Lee John").  Lee John is engaged in the business of
owning the licenses for and operating several lottery locations in Guangzhou
City, Guangdong Province, Peoples' Republic of China.  In exchange for
500,000 shares of the Company's common stock, the Company shall receive 80%
of the proceeds of the business profits generated from Lee John's Lottery
businesses.

CCL's principal activities through December 31, 2000, consisted of
simplifying, and redesigning the Sky Games inflight gaming software and
marketing and supporting the Sky Play PC amusement game software. CCL
continues to provide its amusement game software to Air China, American
Airlines, Cathay Pacific Airways, Continental, EgyptAir, Japan Air Lines,
 Lauda Air, and Malaysia Airlines.. Emirates Air was added as a client in
2000, while Virgin Atlantic ceased to be a client.  CCL's Sky Play revenues
increased from US$507,000 during 1999 to US$537,000 during 2000.

CCL's principal activities through December 31, 2001 consisted of:
1) assessing and analyzing the status of the Sky Games Inflight gaming
software and the Sky Play business following the departure of eFlyte,
LLC as the operational managers and technical support of business:
2) the ongoing management and support of the Sky Play business, and
3) the due diligence for and investment in the China Soccer Betting
Lottery Project.  CCL's Sky Play revenues increased from US$537,000
during 2000 to US$561,030.

As of December 31, 2001, both Egypt Air and Lauda Air ceased to be
clients due to budgetary constraints.
As of March 31, 2002, American Airlines suspended use of the Sky Play games.
Those aircraft installed with the Matsushita 2000 IFE systems were
redeployed to short haul Caribbean routes due to a budgetary
realignment of the fleet.

CCL's  principal activities through March 31, 2002 continued to focus on
those activities outlined for December 31, 2001.  CCL is continuing to
develop the www.china-lotteries.com website.  The completion of this site
will enable CCL to optimize the potential of its investment in China.



Results of Operations

Three Months Ended March 31, 2002 and 2001

Revenue from operations for the three months ended March 31, 2002 was
$119,248 compared to $151,210 during the three months ended March 31, 2001.
  Revenue consisted of fees generated from the Sky Play amusement games
acquired with the purchase of IIL.  The  decrease in revenue  reflects the
fact that the number of airlines and subsequently, the number of aircraft
licensed to use the Company's software has decreased  This result is
directly attributable to the current budgetary constraints of the airline
industry in general.

General and administrative expense decreased from $58,683 in the 2001 period
to $50,519 in the 2002 period.

Consulting and contract labor expenses have decreased from $51,990 to
$27,800.  Product marketing increased from $0 to $5,583 and legal expense
increased from $2,119 to $5,316.

Depreciation and amortization expenses decreased by $86,792 to $22,951.

Net gain of $7,210 for the three months ended March 31, 2002 compared to a
loss of $70,860 for the three months ended March 31, 2001 reflects the
continuing efforts of management to contain expenses, along with the
significant decrease in the depreciation and amortization expenses.



Liquidity and Capital Resources

At March 31, 2002, the Company had a working capital deficit of $723,992.
The accruing preferred share dividends payable substantially contributed to
this deficit.  The Company had positive cash flow from operations during
the three months ended March 31, 2002.  It has been sufficient to provide
the necessary funds for marketing, for continued development of the
Company's products but not adequate to fund payment of the Company's
dividend obligations on outstanding preference shares. The Company has
negotiated a restructuring and reduction of certain amounts owed to two of
its largest creditors and to a deferred payment plan on these obligations.
It is current with these agreements.


Forward-Looking Information

This Form 10-Q contains forward-looking statements that include among others,
 statements concerning the Company's plans to implement its software products,
 commence generating revenue from certain of its products, expectations as to
funding its capital requirements, the impact of competition, future plans
and strategies, statements which include the words "believe," "expect," and
"anticipate" and other statements of expectations, beliefs, anticipated
developments and other matters that are not historical facts.  These
statements reflect the Company's views with respect to such matters.
Management cautions the reader that these forward-looking statements are
subject to risks and uncertainties that could cause actual events or results
to materially differ from those expressed or implied by the statements.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
EXHIBIT
DESCRIPTION
  2.
Plan and Agreement of Merger and Amalgamation, dated as of May 13, 1997,
among the Company, SGI Holding Corporation Limited, IEL and Harrah's
Interactive Investment Company. (Incorporated by reference to the same
numbered exhibit to the Registrant's Form 8-K as filed with the SEC on
June 27, 1997.)
  3.i(a)
Articles of Incorporation (Yukon Territory). (Incorporated by reference to
Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on October 12, 1993.)
  3.i(b)
Certificate of Continuance (Bermuda). (Incorporated by reference to
Exhibit 1.2 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 16, 1996.)
  3.ii
Byelaws as amended. (Incorporated by reference to the same numbered
exhibit to the Registrant's Annual Report on Form 10-K/A No. 2 as filed
with the SEC on July 8, 1998.)
  4.1
Escrow Agreement dated May 27, 1992, as amended, among Montreal Trust
Company of Canada, the Company and certain shareholders. (Incorporated
by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 20-F
(File No. 0-22622) as filed with the SEC on October 12, 1993.)
  4.2
Redemption Agreement, dated as of February 25, 1997, between the Company
and Anthony Clements and Rex Fortescue. (Incorporated by reference to
Exhibit 3.12 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
  4.3
Redemption and Cancellation Agreement, dated as of April 30, 1997, between
the Company and Sky Games International, Inc. (Incorporated by reference
to Exhibit 3.13 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
  4.4
Shareholder Rights Agreement dated June 17, 1997, between the Company
and Harrah's Interactive Investment Company. (Incorporated by reference
to Exhibit 3.15 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
  4.5
Registration and Preemptive Rights Agreement dated June 17, 1997, between
the Company and Harrah's Interactive Investment Company. (Incorporated by
reference to Exhibit 4(a) to the Registrant's Form 8-K as filed with the
SEC on June 27, 1997.)
  4.6
Registration Rights Agreement, dated June 17, 1997, between the Company
and B/E Aerospace, Inc. (Incorporated by reference to Exhibit 4(b) to the
Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
  4.7
Subscription Agreement, dated as of October 22, 1997, between the Company
and Henderson International Investments Limited. (Incorporated by reference
to Exhibit 3.22 to the Registrant's Quarterly Report on Form 10-Q/A No. 1
as filed with the SEC on July 8, 1998.)
  4.8
Subscription Agreement, dated as of October 22, 1997, between the Company
and Michael A. Irwin. (Incorporated by reference to Exhibit 3.23 to the
Registrant's Quarterly Report on Form 10-Q/A as filed with the SEC on
July 8, 1998.)
  4.9
First Amendment to Registration and Preemptive Rights Agreement dated
March 18, 1998 between the Company and Harrah's Interactive Investment
Company. (Incorporated by reference to Exhibit 99.22 to the Registrant's
Amended Registration Statement on Form S-3 as filed with the SEC on
July 15, 1998.)
  4.10
First Amendment to Subscription Agreement between the Company and Henderson
International Investments Limited dated as of April 2, 1998. (Incorporated
by reference to Exhibit 99.23 to the Registrant's Amended Registration
Statement on Form S-3 as filed with the SEC on July 15, 1998.)
  4.11
Securities Purchase Agreement between the Company and each of Marshall
Capital Management, Inc. (formerly Proprietary Convertible Investment
Group, Inc.) and CC Investments, LDC dated as of December 17, 1997.
(Incorporated by reference to Exhibit 99 to the Registrant's Form 8-K as
filed with the SEC on December 24, 1997.)
  4.12
Registration Rights Agreement between the Company and each of Marshall
Capital Management, Inc. (formerly Proprietary Convertible Investment
Group, Inc.) and CC Investments, LDC dated as of December 17, 1997
(Incorporated by reference to Exhibit 4(c) to the Registrant's Form 8-K
as filed with the SEC on December 24, 1997.)
  4.13
Securities Purchase Agreement between the Company and Palisades Holding,
Inc. dated February 20, 1998. (Incorporated by reference to Exhibit 99.6
to the Registrant's Amended Registration Statement on Form S-3 as filed
with the SEC on July 15, 1998.)
  4.14
Registration Rights Agreement between the Company and Palisades Holding,
Inc. dated February 20, 1998. (Incorporated by reference to Exhibit 99.5
to the Registrant's Amended Registration Statement on Form S-3 as filed
with the SEC on July 15, 1998.)
  4.15
Securities Agreement between the Company and B/E Aerospace, Inc. dated
June 25, 1998. (Incorporated by reference to Exhibit 99.1 to the
Registrant's Form 8-K filed with the SEC on July 2, 1998.)
 10.5*
Services Agreement, dated as of November 7, 1995, between IEL and
Singapore Airlines Limited. (Incorporated by reference to Exhibit 3.9
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as
filed with the SEC on September 16, 1996.)
 10.6*
Software License and Software Services Agreement, dated as of November 7,
1995, between IEL and Singapore Airlines Limited. (Incorporated by reference
 to Exhibit 3.10
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed
with the SEC on September 16, 1996.)
 10.7
Sublease Agreement dated as of June 5, 1997, between IEL and Harrah's
Operating Company, Inc. (Incorporated by reference to Exhibit 3.11 to the
Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
 10.8
Consulting Agreement, dated as of April 30, 1997, between the Company and
James P. Grymyr. (Incorporated by reference to Exhibit 3.14 to the
Registrant's Annual Report on Form 20-F (file No. 0-22622) as filed with
the SEC on September 12, 1997.)
 10.9*
Software License Agreement dated June 17, 1997, between the Company and
Harrah's Interactive Investment Company. (Incorporated by reference to
Exhibit 3.16 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
 10.10
Continuing Services Agreement dated June 17, 1997, between the Company
and Harrah's Interactive Entertainment Company. (Incorporated by reference
to Exhibit 3.17 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
 10.11
Termination Agreement and Release, dated as of June 17, 1997, among the
Company, SGI Holding Corporation Limited, IEL, Harrah's Interactive
Investment Company, and Harrah's Interactive Entertainment Company.
(Incorporated by reference to Exhibit 3.21 to the Registrant's Annual Report
on Form 20-F (File No. 0-22622 as filed with the SEC on September 12, 1997.)
11.11**
Investment Agreement dated September 22, 2001, between the Company and
Asset China Investments Ltd.
11.12**
Investment Agreement dated November 1, 2001, between the Company and Lee
John Associates.
27**
Financial Data Schedule
*Confidential treatment has been granted.
**Submitted herewith.


Signature

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


CREATOR CAPITAL LIMITED


BY:   "Deborah Fortescue-Merrin"
              President

Dated:  May 15, 2002