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**Form 10-QSB**
(Mark One)[**X**]******QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE********SECURITIES EXCHANGE ACT OF 1934** For the quarterly period ended: June 30, 2002
****[    ]******TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE********EXCHANGE ACT******For the transition period from _____________________ to __________________
Commission file number **0-29260**
**TIMEBEAT.COM ENTERPRISES INC.**(Exact name of small business issuer as specified in its charter)
******Nevada**(State or other jurisdiction ofincorporation or organization)**86-1040643**(IRS EmployerIdentification No.)**P.O. Box 9, Payson, Arizona 85547-0009**(Address of principal executive offices)
**(928) 474-9151**(Issuer’s telephone number)
**Not applicable******(Former name, former address and former fiscal year, if changed since last report)
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date:
**19,114,769 shares of Common Stock, no par value, as ofJune 30, 2002**
Transitional Small Business Disclosure Format (check one);  Yes ___ No _X_   **Timebeat.com Enterprises, Inc.******Index****PART I - FINANCIAL INFORMATION
 Item 1.Financial Statements     Consolidated Balance Sheets (Unaudited)     Consolidated Statements of Operations (Unaudited)     Consolidated Statements of Cash Flow (Unaudited)     Notes to the Consolidated Financial Statements (Unaudited)    Item 2.Management’s Discussion and Analysis or Plan of Operation
PART II - OTHER INFORMATION Item 1.Legal Proceedings    Item 2.Changes in Securities and Use of Proceeds    Item 3.Defaults Upon Senior Securities    Item 4.Submission of Matters to a Vote of Security Holders    Item 5.Other Information    Item 6.Exhibits and Reports on Form 8-K
SIGNATURES

2   

**TIMEBEAT.COM ENTERPRISES INC.****CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States Dollars)(Unaudited)
JUNE 30, 2002**3   **TIMEBEAT.COM ENTERPRISES INC.**CONSOLIDATED BALANCE SHEETS(Expressed in United States dollars)(Unaudited)
  June 30, March 31, 2002 2002       **ASSETS**  ** **  **Current**      Cash and cash equivalents$    18,733 $    4,552     Receivables    13,595     32,489     Due from related parties (Note 4a)    5,524     -       Inventory    181,607     182,167     Prepaid expenses    40,689     38,746           Total current assets    260,148     257,954 ** **     **Capital assets**    16,281     17,445       **Total assets**    276,429     275,399 ** **     **LIABILITIES AND STOCKHOLDERS' EQUITY**  ** **  **Current**      Accounts payable and accrued liabilities$    93,875 $    115,461     Due to related parties (Note 4b)    50,000     59,000     Stock subscriptions received     -       63,501           Total current liabilities    143,875     237,962       **Stockholders' equity**      Common stock (Note 6)          Authorized              100,000,000 common shares with a par value of $0.001 per share          Issued and outstanding              19,114,769 common shares (March 31, 2002 – 18,702,103)    19,114     18,702     Additional paid-in capital    15,699,658     15,570,667     Stock subscriptions receivable (Note 6)    (30,000)    (86,500)    Deferred stock-based compensation (Note 7)    (109,467)    (153,097)    Cumulative translation adjustment    45,800     45,800     Deficit    (15,492,551)    (15,358,135)       Total stockholders' equity     132,554     37,437       **Total liabilities and stockholders’ equity**$    276,429 $    275,399 **Nature of operations (**Note 1)
The accompanying notes are an integral part of these consolidated financial statements.4   **TIMEBEAT.COM ENTERPRISES INC.**CONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in United States dollars)(Unaudited)THREE MONTH PERIOD ENDED JUNE 30
   2002  2001                 **SALES**$    38,393 $    4,690 ** **     **COST OF GOODS SOLD**    5,095     2,980 ** **     **GROSS MARGIN**    33,298     1,710 ** **     ** **     **GENERAL AND ADMINISTRATIVE EXPENSES**      Advertising and promotion    10,469     1,750     Commitment fees    -       22,405     Depreciation    1,184     1,594     Foreign exchange loss    3,434     1,520     Interest and bank charges    1,935     646     Management and consulting fees    39,848     50,679     Office, secretarial and administration    1,541     1,645     Professional fees    1,543     29,075     Rent    5,723     6,615     Salaries and benefits    5,268     13,398     Stock based compensation    43,630     35,709     Telephone, fax and utilities    13,521     6,996     Transfer agent and regulatory fees    1,037     810     Travel and investor relations    7,977     2,865     Web-site development    30,634     -           167,744     175,707             **Loss before other items**    (134,446)    (173,997)** **  **OTHER ITEMS**      Interest and other income    30     319             **Loss for the period**$    (134,416)$    (173,678)** **  ****  **Basic and diluted loss per share**$    (0.01)$    (0.01)     **Weighted average number of shares outstanding**19,002,969 16,611,094 The accompanying notes are an integral part of these consolidated financial statements.5   **TIMEBEAT.COM ENTERPRISES INC.**CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in United States dollars)(Unaudited)THREE MONTH PERIOD ENDED JUNE 30
   2002  2001                 **CASH FLOWS FROM OPERATING ACTIVITIES**      Loss for the period$    (134,416)$    (173,678)    Items not affecting cash:          Depreciation    1,184     1,594         Stock-based compensation    43,630     58,114           Changes in non-cash working capital items:          Decrease in receivables    18,893     67,728         (Increase) decrease in due from related parties    (5,524)    23,932         (Increase) decrease in inventory    560     (2,169)        Increase in prepaid expenses    (1,943)    (247)        Decrease in accounts payable and accrued liabilities     (21,586)    (5,606)       Cash used in operating activities    (99,202)    (30,332)    **CASH FLOWS FROM FINANCING ACTIVITIES**      Proceeds on issuance of common stock    65,903     114,459     Due to related parties    (9,000)    (85,397)    Stock subscriptions received    56,500     -          Cash provided by financing activities    113,403     29,062             **CASH FLOWS FROM INVESTING ACTIVITIES**      Acquisition of capital assets    (20)    -          Cash used in investing activities    (20)    -         **Change in cash and cash equivalents during the period**    14,181     (1,270)** **  **Cash and cash equivalents, beginning of the period**    4,552     35,044 ** **     **Cash and cash equivalents, end of the period**$    18,733 $    33,774 ** **     **Cash paid during the period for interest expense**$    -   $    -   ** **  **Cash paid during the period for income taxes**$    -   $    -   **Supplemental disclosure for cash flows** (Note 9)
The accompanying notes are an integral part of these consolidated financial statements.6   ******TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**1.    NATURE OF OPERATIONS**
The Company was incorporated on May 23, 1985 under the laws of the Province of British Columbia, Canada and subsequently continued to the Yukon Territory, Canada in September of 1999 and further continued to the state of Nevada on October 16, 2001.  In connection with becoming a Nevada corporation, the Company's authorized capital stock changed from 100,000,000 shares of common stock with no par value to 100,000,000 shares of common stock with a par value of $0.001 per share.  The Company's principal business activity includes the operation of e-commerce retail web-sites specializing in sales of watches, fine jewelry as well as clothing and related products for teens and young adults.
During the year ended March 31, 2001, the Company decided to discontinue the exploration of its mineral properties and, accordingly, was no longer considered an exploration stage company.  However, the Company intends to maintain its mineral property interests to the extent possible pending future upturns in the commodities and junior resource markets. 
The accompanying unaudited consolidated financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary (consisting of normal recurring accruals) to present fairly the financial information contained therein.  These unaudited consolidated financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2002.  The results of operations for the three-month period ended June 30, 2002 are not necessarily indicative of the results to be expected for the year ending March 31, 2003.

**2.    GOING CONCERN**
These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.  However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern.  These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The operations of the Company have primarily been funded by the issuance of common stock.  Continued operations of the Company are dependent on the Company's ability to complete equity financings and/or generate profitable operations in the future.  Management's plan in this regard is to secure additional funds through future equity financings.
  June 30, 2002  March 31, 2002       Deficit$    (15,492,551)$    (15,358,135)Working capital    116,273     19,992 7   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**3.    SIGNIFICANT ACCOUNTING POLICIES**
The Company has prepared these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America.  
**Principles of consolidation**
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Timebeat.com Inc.  All significant inter-company balances and transactions have been eliminated upon consolidation.
**New accounting pronouncements**
In June 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of Statements of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and Statements of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").  SFAS 141 requires that all business combinations be accounted for using the purchase method of accounting making the use of the pooling-of-interest method prohibited.  This statement also establishes criteria for separate recognition of intangible assets acquired in a purchase business combination.  SFAS 141 is effective for business combinations completed after June 30, 2001.  SFAS 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment.  The statement is effective for fiscal years beginning after December 15, 2001, and is required to be applied at the beginning of an entity's fiscal year and to be applied to all goodwill and other intangible assets recognized in its financial statements at that date.  Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle.  Under an exception to the date at which this statement becomes effective, goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the non-amortization and amortization provisions of this statement.
In July 2001, FASB issued Statements of Financial Accounting Standards No. 143 "Accounting for Asset Retirement Obligations" ("SFAS 143") that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. The initial recognition of the liability will be capitalized as part of the asset cost and depreciated over its estimated useful life.  SFAS 143 is required to be adopted effective January 1, 2003.
In October 2001, FASB issued Statements of Financial Accounting Standards No. 144, "Accounting for the Impairment on Disposal of Long-lived Assets" ("SFAS 144"), which supersedes Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of".  SFAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell.  Additionally, SFAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction.  SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and, generally, its provisions are to be applied prospectively.
The adoption of these new pronouncements is not expected to have a material effect on the Company's consolidated financial position or results of operations.8   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**3.    SIGNIFICANT ACCOUNTING POLICIES** (cont'd...)
**Comparative figures**
Certain comparative figures have been reclassified to conform with the current period’s presentation.
**4.    RELATED PARTY TRANSACTIONS**
 a)Amounts due from a company subject to significant influence by a director of $5,524, are unsecured, non-interest bearing with no fixed terms of repayment.    b)Amounts due to companies controlled by directors and persons related to directors are unsecured, non-interest bearing with no fixed terms of repayment.    c)The following amounts were paid or accrued to directors and companies controlled by directors and former directors or persons related to directors as follows:  June 30, 2002  June 30, 2001       Management and consulting fees$    30,000 $    26,020 Rent    3,200     3,000 Telecommunications and website    5,250     -   Meals and entertainment    900     -       $    39,350 $    29,020   d)The Company's watch and jewelry website is operated by a company controlled by a director and officer of the Company. Significant transactions with this company not disclosed elsewhere in these consolidated financial statements are as follows:  June 30, 2002  June 30, 2001       Sales$    -   $    2,630 Purchases    -       3,030 Rent    500     1,500 Salaries and wages    -       1,981 Amounts receivable and payable from this company are included in Notes 5 (a) and (b) above.  These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.9   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**5.    MINERAL PROPERTIES**
During the year ended March 31, 2001, the Company discontinued its mineral exploration activities.  However, the Company continues to hold the following mineral property interests:
 a)The J.D. Gold Silver claims located in the Omineca Mining Division in the Province of British Columbia.    b)The Al and certain Lawyers claims located in the Omineca Mining Division in the Province of British Columbia.  These claims remain subject to the various production and net profit royalties and net smelter returns ranging from 0.1% to 15%.
**6.    COMMON STOCK**

**Common shares**
In April 2002, the Company issued 97,666 shares of common stock for proceeds of $34,903 on the exercise of stock options.
The Company also completed a private placement in April 2002, consisting of 315,000 units for proceeds of $94,500, of which $63,501 had been received as of March 31, 2002.  Each unit consists of one share of common stock and one share purchase warrant entitling the holder to acquire one share of common stock at a price of $0.35 per share until April 20, 2003 and at $0.37 per share until April 20, 2004.

**Warrants**
Following is a summary of the status of share purchase warrants outstanding as at June 30, 2002:
 Number of Shares Exercise Price Expiry Date    1,713,168     $    0.375   January 12, 2003 418,667         0.30  January 12, 2003       then at    0.375   January 12, 2004 760,000         0.75   July 10, 2005 144,000         0.75   July 10, 2005 315,000         0.35   April 20, 2003       then at    0.37   April 20, 2004 90,400         0.3438   April 10, 2006 10   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**7.    STOCK-BASED COMPENSATION**
The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options aggregating up to 3,200,000 shares of the Company to directors, officers, employees or consultants.  The maximum term of any option granted is five years.
Following is a summary of stock option activity:
    Number of Shares Weighted Average Exercise Price   Outstanding at March 31, 2002     2,660,000 $    0.53     Exercised    (97,666)    0.36       Outstanding at June 30, 2002     2,562,334 $    0.47       Exercisable at June 30, 2002     1,828,501 $    0.49       Weighted average fair value of options granted during the period$  Nil       Following is a summary of the status of options outstanding as at June 30, 2002:
Outstanding Options Exercisable Options Number of Shares Exercise PriceExpiry Date  Number of Shares            304,000 CDN $   0.77   March 8, 2004   304,000       50,000 1.03   June 1, 2004   50,000       300,000 0.76   August 16, 2004   300,000       681,000 0.76   September 30, 2004   681,000       80,000 0.76   May 19, 2005   80,000       50,000 1.15   June 15, 2005   50,000       23,334 0.56   October 15 2005   5,001                     50,000 US $   0.38   September 10, 2004   16,667       500 0.37   March 31, 2006   333       101,000 0.51   April 16, 2006   67,334       120,000 0.37   November 21, 2006   40,000       250,000 0.40   March 14, 2007   50,000       552,500 0.40   March 15, 2007   184,166   11   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**7.    STOCK-BASED COMPENSATION** (cont’d...)
The Company granted Nil (2001 – 101,500) options to consultants during the three-month period ended June 30, 2002.  Accordingly, the Company recorded stock-based compensation of $Nil (2001 - $29,568) which is being amortized by charges to operations over the vesting periods of the options.  The amount expensed for the granting of prior stock options during the three-month period ended June 30, 2002 was $43,630 (2001 - $35,709).  A balance of $109,467 (2001 - $203,464) remains to be amortized to expense over the remaining term of the consultants' and employees' services which range over a period of three years.
The Company also issued a total of Nil (2001 – 90,400) warrants during the current period to a third party pursuant to investment agreements (Note 8b).  Accordingly, the stock-based compensation recognized for the issuance of these warrants using the Black Scholes Option Pricing Model was $Nil (2001 - $22,405).  The expense has been recorded as commitment fees in the accompanying consolidated statements of operations.
The Company uses the Black-Scholes option pricing model to determine the fair value of options and similar instruments granted at the issuance date.  In determining the fair value, the following assumptions were used:
  June 30, 2002  June 30, 2001       Risk free interest rate-   5.07%Expected life-   3 yearsExpected volatility-   168%Expected dividends-   -   
**8.    CONTINGENCIES AND COMMITMENTS** a)The Company is not aware of any liabilities related to environmental protection and rehabilitation costs with respect to its mineral properties.  However, due to the nature of the Company's former exploration business there is no assurance that such a liability will not arise in the future.    b)The Company has passed various resolutions related to investment agreements with Swartz Private Equity LLC (“Swartz”) for raising proceeds through stock issuances of up to $25,000,000 with Swartz.  The agreements contain conditions that the Company meet certain listing and pricing requirements for its stock.  Funds will be made available subject to the Company meeting these and other conditions.  As consideration, the Company granted warrants to purchase 760,000 and 144,000 shares exercisable at $0.75 per share until July 10, 2005 during the year ending March 31, 2001 and warrants to purchase 90,400 shares exercisable at $0.3438 until April 10, 2006 during the year ended March 31, 2002 (Note 7).
**9.    SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS**
During the three month period ended June 30, 2002, the Company issued shares in the amount of $63,501 in exchange for stock subscriptions received of $63,501.12   **TIMEBEAT.COM ENTERPRISES INC.**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in United States dollars)(Unaudited)JUNE 30, 2002

**9.    SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS** (cont'd...)
During the three month period ended June 30, 2001, the Company issued shares of common stock in the amount of $37,041 in exchange for stock subscriptions received previously of $37,041.
**10.    SEGMENTED INFORMATION**
The Company operates in the business of selling jewelry, watches and clothing and related products through e-commerce retail web-sites. 
The Company operates in two geographic segments being Canada and the United States of America.
Segmented geographic information as at June 30, 2002 is as follows:
  Canada U.S.A. Total    Capital assets$    3,041 $    13,240 $    16,281 Total assets    11,876     264,553     276,429 Sales    -       38,393     38393 Depreciation    214     970     1,184 Loss    67,785     66,631     134,416 
**11.    SUBSEQUENT EVENTS**
On August 1, 2002, the Company reached a letter agreement with an investor relations and strategic management company to provide consulting services to the Company in exchange for 900,000 options at $0.25 and 1,700,000 warrants with an average price of $0.30 per warrant.13   **ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Our actual future results could differ materially from our historical results of operations and those discussed in the forward-looking statements. All period references are for the three-month periods ending June 30, 2002 and 2001. 
**Overview**
We were incorporated in the Province of British Columbia, Canada on May 23, 1986.  In September 1999, we re-incorporated in the Yukon Territory, Canada, and we changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises Inc.  On August 14, 2001 at a special meeting, our shareholders approved changing the domicile of the company from Yukon Territory, Canada, to the State of Nevada.  The change was completed on October 16, 2001.
In the past, we have had two separate business divisions:  mineral exploration and Internet e-commerce.  Previously, we had undertaken mineral exploration primarily for gold and silver worldwide, but we have been inactive on this front for a number of years.  We own and operate two retail Internet Web sites, one of which caters primarily to people who have an interest in fine watches, jewelry, high-end gift and other luxury items, and the other of which caters to teenage and young adults who have an interest in fashion apparel, cosmetics, music, and travel.
We have previously been in the business of acquiring, exploring, and if warranted, developing mineral properties primarily located in British Columbia, Canada.  We have acquired and subsequently abandoned several mineral properties in pursuit of our business.  Our current mineral properties are not in production and, consequently, we have no current operating income or cash flow from these properties.  We have expensed all exploration costs relating to our properties and areas of geological interest.  In early 1999, due to the price of minerals, we chose to examine other business possibilities and have been inactive in mineral exploration since that time, with any expenditures incurred since that time related to reclamation work.
In March 1999, we entered the Internet and e-commerce business.  We have completed the development phase of our Internet e-commerce division.  In November 1999, we launched our first Web site, www.timebeat.com.  This is an e-commerce Web site that markets and sells watches and jewelry, high-end gift items and other luxury items.  In December 1999, in order to increase content and awareness of www.timebeat.com, we acquired our second Web site, www.watchzone.net.  This is an informational Web site which allows consumers the ability to gather and exchange information in chat forums and from existing publications, news and press releases, manufacturer’s literature, and product demonstrations and evaluations.  In May 2000, we began developing our new Web site called timebeat4teens.com.  This Web site is an e-commerce site that will sell jewelry, watches, music, clothing and related items to the young adult market age group between 10 to 24 years old.  We believe that by cross-promoting our Web sites, we may be able to reach both parents and their children.    
In June 2000, we launched our auction component of www.timebeat.com which offers an auction and authentication of timepieces, jewelry and special products.  We offer a twelve-month assurance guarantee for our buyers, which we believe will increase their confidence in making a purchase.  We authenticate the products and issue a certificate of authenticity on each purchase.  Our buyers are able to review an independent appraisal of the product being purchased on the auction site.  If a buyer is not satisfied at any time within 30 days from the date of purchase, a full refund will be made.
14   In December 2000, we signed a licensing agreement with eBay, the world’s leading online trading community.  eBay users will be able to access content from our Web site www.watchzone.net.  We are hopeful this will result in an increased number of visitors to our Web site.
We have been receiving merchandise for www.timebeat4teens.com, and the merchandise has been entered into inventory.  An account with UPS has been established and software has been provided as well.  A merchant account has been approved and is operational, allowing customers to make purchases by credit card.  Timebeat4teens has also established relationships with various teen magazines that will assist us in the marketing of our unique site.  The Timebeat4teens web site became fully operational in June of 2001.  The Web site is database driven.
We have only generated minimal revenues since our inception in 1986.  As of June 30, 2002, we had an accumulated deficit of $15,492,551.  We have suffered significant losses from operations, require additional financing, and need to continue our expansion of our Internet e-commerce businesses.  Ultimately we need to generate sufficient revenues and successfully attain profitable operations.  Our present operations do not generate sufficient revenues to cover our expenses. We cannot provide assurance that we will be able to do so.  These factors, among others, raise substantial and compelling doubt about our ability to continue as a going concern.
**Results Of Operations Three Months Ended June 30, 2002 Compared To Three Months Ended June 30, 2001**
*Sales.*We incurred a net loss of $134,416 for the three months ended June 30, 2002, as compared to a net loss of $173,678 for the three months ended June 30, 2001.  Our sales were $38,393 for the three months ended June 30, 2002 as compared with sales of $4,690 for the three-month period ending June 30, 2001.  The revenues were generated from sales in our Internet operations, and are net of sales or promotional discounts. Revenue from the sale of products offered on both the Timebeat4teens and Timebeat websites is recognized when the goods are shipped and invoiced and collection of payment is reasonably assured.  The cost of goods sold related to 2002 sales was $5,095, leaving a gross margin of $33,298 (86.7%), as compared to a cost of goods sold of $2,980 and a gross margin of $1,710 (36.5%) for the three months ended June 30, 2001.  This increase in sales for the current period is attributable to higher website traffic and increasing awareness of Timebeat from our association with eBay.  Cost of goods sold is consisted primarily of the cost of the products, and included such items as inbound and outbound shipping costs.  Costs of goods sold is comprised exclusively of the acquisition cost of the merchandise sold inclusive of any import duties.  Our inventory is valued at the lower of cost and net realizable value.  In addition, we generated interest income of $30 for the quarter ended June 30, 2002.  For the comparable period in 2001, we generated interest income of $319.  The decrease is attributable to the cash balances being marginally lower during a period of lower interest rates decreasing interest income.
*Expenses.*Our expenses were $167,744 for the three months ended June 30, 2002, as compared to $175,707 for the three months ended June 30, 2001.  The slight decrease in expenses is partially attributable to the elimination of $22,405 in commitment fees for the private institutional investor in 2001, and a reduction in management and consulting fees from $50,679 to $39,848.  These decreases were partially offset by higher costs in:  an increase in stock-based compensation from $35,709 to $43,630 and website development costs of $30,634 incurred primarily for our newest website, www.secretkiss.net.  
In accordance with certain United States Financial Accounting Standards Board accounting standards, we are required to establish a fair market value based method of accounting for stock option compensation plans.  We use the Black Scholes Option Pricing Model to determine the fair market value of employee stock options and other security based compensation.  
15   Professional fees consisting primarily of legal, accounting, and auditing decreased significantly as expected, as we completed our equity line of credit arrangements and the move from Canada into the State of Nevada. *****Anticipated Trends**
Due to our limited operating history and the seasonality of our sales, we are unable to estimate future sales or trends at this time with any reasonable degree of certainty.  However, currently sales have increased significantly from last year and we expect that trend to continue.
**Liquidity and Capital Resources**
During the three months ended June 30, 2002, we used cash of $99,202 for our operating activities, as compared to $30,332 for the same period in 2001.  The increase in 2002 in the amount of cash used in operating activities was attributable primarily to our decrease in receivables in 2001, which was not possible in 2002.  We received proceeds of $65,903 for the three months ended June 2002 compared to $114,459 from the issuance of our common stock during the three months ended June 30, 2001.  We used $20 for investing activities, as compared to nil for the period in 2001
At June 30, 2002, we had working capital of $116,273, as compared to $19,992 at March 31, 2002.  The increase in working capital was primarily caused by a reduction in accounts payable and accrued liabilities from $174,461 to $143,875 and a reduction in stock subscriptions received from $63,501 to nil.  Collectively, the reduction in these liabilities totaled $94,087.
**Financial Condition
Our total assets increased to $276,429 at June 30, 2002 from $275,399 at March 31, 2002. The increase was primarily attributable to the sale of shares, which increased stockholders’ equity.  This was offset by an increase in our accumulated deficit that increased by the amount of our loss for the three months ended June 30, 2002.    ****Capital Assets****Our capital assets are recorded at cost and are amortized over their estimated useful lives. We use a declining balance method per annum as follows: office equipment 30%, computer equipment 30%, and computer software 30%.  At June 30, 2002, our capital assets had a total net book value of $16,281, as compared to $17,445 at March 31, 2002.********Seasonality
The sale of fine watches, jewelry, high-end gift and other luxury items is seasonal in nature, with cash flows typically peaking in the fall and winter months and reaching their lows in the summer and spring months.  Similar sales patterns are expected for the Timebeat4teens site.  We expect future sales to follow this pattern. Accordingly, comparisons of quarterly information of our results of operations may not be indicative of our overall performance.  ****Plan of Operation*****Mineral Exploration***.**    We have no foreseeable plans for our properties other than to maintain the leases. While we do not foresee any future exploration or reclamation activities, if any are undertaken, they will be subject to various federal, state and local environmental laws and regulations. These laws and regulations govern the protection of the environment, prospecting, exploration, development, production, taxes, labor standards, occupational health, mine safety, toxic substances and other matters. Should we undertake any exploration 16   activities, we expect to be able to comply with these laws and do not believe that compliance will have a material adverse effect on our competitive position. Should an improved metals market cause us to re-examine our position, we intend to obtain all licenses and permits required by all applicable regulatory agencies in connection with our exploration and reclamation activities. We intend to maintain standards of compliance consistent with contemporary industry practice. ***Internet Web Sites.*During the fiscal year ended March 31, 2002, we reached an agreement with MTV to participate in The Real World/Road Rules Battle of the Seasons show.  This show initially was shown on TV in the United States in March 2002.  It will be repeated several times over the next nine months.  Our logo and selected retail partners will be featured on-camera as well as verbally mentioned by the shows hosts. It is one of the most watched shows on MTV, has been one of the more popular series on MTV since it first aired 3 seasons ago and is broadcast to over 70 million households in the U.S.  Internationally MTV is broadcast to over 342 million households on its 16 stations in 140 countries.  In conjunction with the partnership, Timebeat4teens.com will also be featured on the Real World/Road Rules Challenge website with a hyperlink to the Timebeat4teens.com site.  The Real World website (www.bunim-murray.com) currently receives 25,000 hits per day, 6,000 of which are from unique users. This association with MTV is expected to increase the traffic to the timebeat4teens website. 
During the fiscal year ended March 31, 2002, we began to see some positive impact on sales as a result of prior marketing agreements and alliances, which had increased traffic to our website.
For the next twelve months, we intend to focus our resources and efforts on increasing sales and traffic on our newest websites, www.timebeat4teens.com and www.secretkiss.net, and our perfume lines.  We will continue our efforts to provide superior service and extended product warranties, establish a high placement with various search engines, create brand awareness with the intent to leverage that awareness by launching additional websites, and expand into other areas which may offer a higher gross profit margin potential.
In the long-term, we will focus on establishing additional strategic alliances and continuing our marketing and advertising to accelerate the adoption of our brand name and services.  We do not expect to purchase any significant equipment during the next twelve months.  We may hire full-time employees if we grow during the next twelve months and if we are able to sell shares of our common stock to Swartz Private Equity.
Additional marketing opportunities may be pursued if we grow during the next twelve months and if we able to sell shares of our common stock to Swartz Private Equity. 
**Additional Funding****As of June 30, 2002 we had a working capital surplus of $116,273.  We received $34,903 on the exercise of stock options to purchase 97,666 shares in April, 2002.  In May 2002, we announced private placements which when completed will provide gross proceeds of $517,500, to be used for working capital.****We will need external financing implement our plan of operations.  On November 16, 2000, we entered into an investment agreement with Swartz Private Equity, LLC.  The investment agreement entitles us to issue and sell our common stock from time to time for up to an aggregate of $25 million.  This financing allows us to issue common stock and warrants at our discretion as often as monthly as funds are needed in amounts based upon certain market conditions.  The pricing of each common stock sale is based upon current market prices at the time of each drawdown, and we may set a floor price for the shares at our discretion.  There is no assurance that this financing arrangement will enable us to implement our long-term growth strategy. Accordingly, our sources of financing are uncertain if the desired proceeds from the Swartz equity financing arrangement are not obtained.  Our failure to obtain additional financing when needed could result in delay or the indefinite postponement of one or both of our business divisions and the possible loss of your entire investment.17   **PART II - OTHER INFORMATION****Item 1.  Legal Proceedings
Not Applicable.
**Item 2.  Changes in Securities
During the three months ended June 30, 2002, we issued 412,666 shares of our common stock.  Of this amount, 97,666 shares were issued as a result of the exercise of stock options.  We sold 315,000 shares and 315,000 warrants to purchase shares of common stock with an exercise price of US$0.30 per share.  No underwriters were used.  Sales were made in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as all of the purchasers were sophisticated financially and with respect to us.  All of the purchasers were prior shareholders.**Item 3.  Defaults Upon Senior Securities
Not Applicable.
**Item 4.  Submission of Matters to a Vote of Security Holders
Not Applicable.
**Item 5.  Other Information
Not Applicable.
**Item 6.  Exhibits and Reports on Form 8-K******a)    Exhibits**
**RegulationS-B Number************Exhibit**********2.1 Plan of Merger Merging Timebeat.com Enterprises Inc., a Wyoming Corporation into Timebeat.com Enterprises Inc., a Nevada Corporation (1)3.1 Articles of Incorporation (2)3.2 Bylaws (2) 10.1 Letter Agreement dated October 10, 1993 between the Company and Energex Minerals Ltd. regarding the JD Property (Amendment) (3)10.2 Letter Agreement dated September 30, 1994 between the Company and Energex Minerals Ltd.(3)10.3 Agreement dated January 10, 1996 between the Company and Energex Minerals Ltd.(3)10.4 Agreement dated June 14, 1996 between the Company and Energex Minerals Ltd.(3)******18   **10.5 Agreement dated December 6, 1996 between the Company and Cheni Resources Inc. and Meota Resources Corp.(3)10.6 Maps of the Company’s Properties (3)10.7 Stock Option Plan dated August 29, 1999 (3)10.8 Letter of Intent dated March 5, 1999, between the Company, Watch Central Corporation and Timebeat.com Inc.(4)10.9 Agreement dated December 14, 1999 between the Company, Watchzone.net Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.(4)10.10 Timebeat.com Asset Acquisition Agreement of Watchzone.net and Watchzone.tv, and Employment Agreement dated November 1, 2000 (4)10.11 Malaspina Consultants Inc. Term Sheet office lease dated August 27, 1998 (4)10.12 Consulting Agreement with Palm Beach Consulting Corp. dated February 25, 2001(4)10.13 Amended and Restated Investment Agreement between the Company and Swartz Private Equity dated October 10, 2001 (4)10.14 Amended and Restated Registration Rights Agreement between the Company and Swartz Private Equity dated October 10, 2001(4)10.15 Form of Commitment Warrants (4)10.16 Letter of Intent between Timebeat.com Enterprises Inc. and Frontline Performance, Inc. dated April 12, 2001(4)10.17 Consulting Agreement with Eureka Ventures Inc. dated January 1, 2001 (5)10.18 Consulting Agreement with Michele Albo dated June 1, 1999 (5)10.19 Stock Option Agreement with Jack Stein dated March 15, 2002 (6)10.20 Stock Option Agreement with Thomas L. Crom dated March 15, 2002 (6)21 List of subsidiaries (6)99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 _____________________(1)Incorporated by reference to our proxy materials filed July 3, 2001 (2)Incorporated by reference to our registration statement on Form S-8, file no. 333-75474.(3)Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended March 31, 1999, file no. 0-29260.(4)Incorporated by reference to our Registration Statement on Form SB-2, file no. 333-59222.(5)Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001.(6)Incorporated by reference to our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002.19   **(b)    Reports on Form 8-K:**None.**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.
****TIMEBEAT.COM ENTERPRISES INC.****(Registrant)
Date:  August 19, 2002 By:______/s/ Thomas L. Crom_____________Thomas L. Crom, Chief Financial Officer and Corporate Secretary (Principal financial officer)
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