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

                                  FORM 10-QSB

(X)  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended June 30, 1998
                                    -------------

( )  Transition Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the transition period from __________ to ___________

     Commission File Number  2-98014-D
                             ---------

                         FIRST COLONIAL VENTURES, LTD.
                         -----------------------------
       (Exact name of small business issuer as specified in its charter)

              Utah                                       87-0421903
              ----                                       ----------
   (State or other jurisdiction of                    (I.R.S. employer
    incorporation or organization)                 identification number)

                   3830 DEL AMO BOULEVARD, TORRANCE, CA 90503
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (310) 642-0200

Check whether issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 30 days.

                               Yes ____  No   X
                                            -----

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

Common stock: $.001 par value 13,496,182 shares outstanding at December 31, 1999

Transitional Small Business Disclosure Format:  Yes____  No  X
                                                           -----

Documents incorporated by reference:  None

Total sequentially numbered pages in this document:  7

                                       1
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                        PART I.   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         FIRST COLONIAL VENTURES. LTD.
                                BALANCE SHEETS


                                                   (Unaudited)    (Audited)
                                                     June 30     December 31
                                                       1998         1997
                                                   -----------   -----------

                                    ASSETS
                                    ------

Investments at fair value                          $   296,000   $   200,000
Cash                                                     1,296           689
Other assets                                            15,609        12,680
                                                   -----------   -----------

                                                   $   312,905   $   213,369
                                                   ===========   ===========


                     LIABILITIES AND NET CAPITAL DEFICIENCY
                     --------------------------------------

Liabilities:
Notes payable                                      $   529,453   $   517,428
Accounts payable and accrued liabilities               725,688       538,174
Related party debt                                     175,192        65,611
                                                   -----------   -----------

Total liabilities                                    1,430,333     1,121,212
                                                   -----------   -----------

Net Capital Deficiency:
Common stock ($.001 par value; 500,000,000
  shares authorized; 11,646,183 outstanding)            14,716        11,646
Preferred stock (no par value; 10,000,000
  shares authorized; none outstanding)                      --            --
Additional paid-in capital                           9,773,935     9,508,554
Accumulated deficit:
     Pre-BDC (deficit)                              (3,508,063)   (3,508,063)
     Accumulated net investment (loss)              (3,082,147)   (2,604,112)
     Accumulated net unrealized (loss)              (4,315,869)   (4,315,869)
                                                   -----------   -----------

Net capital deficiency                             $   312,905   $   213,369
                                                   ===========   ===========

                                       2
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                         FIRST COLONIAL VENTURES, LTD.
                           STATEMENTS OF OPERATIONS

                          For The Three Months Ended


                                        (Unaudited)    (Unaudited)
                                          June 30        June 30
                                           1998           1997
                                        -----------    -----------

Management fee income                   $    45,000    $        --
                                        -----------    -----------

Operating expenses:
      General & administrative              130,946         70,511
      Depreciation                              932          1,580
      Interest                                1,154          7,540
                                          ---------       --------

Total operating expenses                    133,032         79,631
                                          ---------       --------

Loss before net loss on investments
  and provision for income tax              (88,032)       (79,631)

Realized loss on investments               (156,321)            --

Provision for income tax                         --             --
                                          ---------       --------

Net loss                                  $(244,353)      $(79,631)
                                          =========       ========

Net loss per share                        $    (.02)      $  ( .01)
                                          =========       ========

                                       3
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                         FIRST COLONIAL VENTURES, LTD.
                           STATEMENTS OF OPERATIONS

                           For The Six Months Ended

                                       (Unaudited)       (Unaudited)
                                         June 30           June 30
                                           1998              1997
                                        ---------        ----------

Management fee income                   $  90,000        $       --
                                        ---------        ----------

Operating expenses:
      General & administrative            258,361           142,597
      Depreciation                          1,864             3,160
      Interest                             14,057            14,728
                                        ---------         ---------

Total operating expenses                  274,282           160,485
                                        ---------         ---------

Loss before net loss on investments
  and provision for income tax           (184,282)         (160,485)

Realized loss on investments             (292,953)               --

Provision for income tax                     (800)             (800)
                                        ---------         ---------

Net loss                                $(478,035)        $(161,485)
                                        =========         =========

Net loss per share                      $    (.02)        $   ( .02)
                                        =========         =========

                                       4
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                         FIRST COLONIAL VENTURES, LTD.
                            STATEMENT OF CASH FLOW

                    For The Six Months Ended June 30, 1998



Cash flows from operating activities:
       Net loss                                                       $(478,035)
       Adjustments to reconcile net loss to net
        cash used in operating activities:
              Depreciation                                                1,864
              Decrease in accounts payable and accrued liabilities      187,514
                                                                      ---------

Net cash (used) in operating activities                                (288,657)
                                                                      ---------

Cash flows from investing activities:
       Advances to STS Communications                                   (96,000)
       Purchase of equipment                                             (4,793)
                                                                      ---------

Net cash (used) in investing activities                                (100,793)
                                                                      ---------

Cash flows from financing activities:
       Additional paid-in capital                                       265,381
       Borrowing from related parties                                   109,581
       Common stock issued                                                3,070
       Interest added to note payable                                    12,025
                                                                      ---------

Net cash from financing activities                                      390,057
                                                                      ---------

Net increase in cash                                                        607

Cash - December 31, 1997                                                    689
                                                                      ---------

Cash - June 30, 1998                                                  $   1,296
                                                                      =========

                                       5
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                         FIRST COLONIAL VENTURES, LTD.
                         NOTES TO FINANCIAL STATEMENTS



NOTE 1 - COMMENTS
-----------------


     First Colonial Ventures, Ltd. ("FCVL" or "Company") was incorporated under
the laws of the State of Utah on March 25, 1985, for the purpose of acquiring
interests in various business opportunities.

     On January 10, 1995, FCVL elected to become an Investment Company pursuant
to the Investment Company Act of 1940. On June 27, 1995, FCVL elected to become
a "Business Development Company" (BDC), as that term is defined in the Small
Business Investment Incentive Act of 1980, which Act is an amendment to the
Investment Company Act of 1940. The election resulted in FCVL becoming a
specialized type of investment company. Consistent with this change in type of
business entity, the Company changed its method of financial reporting and
valuation of investments from cost to fair value.

     The financial statements include only the accounts of FCVL because,
pursuant to industry practice, an investee of a business development company is
not consolidated unless such investee is a small business investment company or
a wholly-owned business development company. The consolidated financial
statements for 1994 and prior included the accounts of FCVL and its wholly-owned
subsidiaries.

     The accompanying financial statements are unaudited, but in the opinion of
the management of the Registrant, contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the financial position at
June 30, 1998, the results of operations for the three and six months ended June
30, 1998, and the changes in cash flows for the six months ended June 30, 1998.
Certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, although management of
the Registrant believes that the information presented therein is not
misleading. For further information, refer to the financial statements and
footnotes thereto included in the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 1998, as filed with the Securities and Exchange
Commission.

     The results of operations for the six months ended June 30, 1998, are not
necessarily indicative of the results of operations to be expected for the full
year ending December 31, 1998.

NOTE 3 - RELATED PARTY DEBT:
----------------------------

     Related party debt owing to Contemporary Resources, Inc. increased by
$109,581 during the six months ended June 30, 1998 due to working capital needed
by Acclaim Studios.

                                       6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Financial Condition - June 30, 1998
-----------------------------------

     The Registrant's investments at June 30 were substantially the same as
at December 31, 1997, with the exception of advances to STS Communications, a
Television production company.  Overall, liabilities increased due to the
inability of the Company to obtain working capital to finance losses at Acclaim
Studios.

Results of Operations - Three and Six Months Ended June 30, 1998
----------------------------------------------------------------

     The Registrant's net loss for the three months and six months ended June
30, 1998 were substantially greater than the losses for the same periods in the
prior year due to increased administrative expenses associated with operating
the Acclaim businesses and due to the write-off as realized losses of all
advances made to Acclaim.


                                  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.


                         FIRST COLONIAL VENTURES, LTD.
                         -----------------------------
                             (Registrant)


March 28, 2000                By: /s/ Murray W. Goldenberg
                                 --------------------------------
                          Murray W. Goldenberg
                          President
                          (Chief Executive, Financial
                          and Accounting Officer)

                                       7