<PAGE>

               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 March 31, 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:  6

                                       1
<PAGE>

                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         FIRST COLONIAL VENTURES, LTD.
                                BALANCE SHEETS
<TABLE>
<CAPTION>
                                                        (Unaudited)       (Audited)
                                                          March 31       December 31
                                                           1998             1997
                                                       -------------    -------------
<S>                                                    <C>              <C>
                                     ASSETS
                                     ------
Investments at fair value                              $   296,000      $   200,000
Cash                                                        (4,488)             689
Other assets                                                16,541           12,680
                                                       -----------      -----------
                                                       $   308,053      $   213,369
                                                       ===========      ===========

                     LIABILITIES AND NET CAPITAL DEFICIENCY

Liabilities:
Notes payable                                          $   529,453      $   517,428
Accounts payable and accrued liabilities                   484,114          538,174
Related party debt                                         170,631           65,611
                                                       -----------      -----------
Total liabilities                                        1,184,198        1,121,212
                                                       -----------      -----------
Net Capital Deficiency:
Common stock ($.001 par value; 500,000,000
  shares authorized; 11,646,183 outstanding)                11,646           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)              (2,837,794)      (2,604,112)
         Accumulated net unrealized (loss)              (4,315,869)      (4,315,869)
                                                       -----------      -----------

Net capital deficiency                                 $   308,053      $   213,369
                                                       ===========      ===========
</TABLE>

                                       2
<PAGE>

                         FIRST COLONIAL VENTURES, LTD.
                            STATEMENTS OF OPERATIONS

                           For The Three Months Ended

<TABLE>
<CAPTION>
                                                        (Unaudited)      (Unaudited)
                                                          March 31       December 31
                                                           1998             1997
                                                       -------------    -------------
<S>                                                    <C>              <C>
Management fee income                                  $      45,000    $          --
                                                       -------------    -------------
Operating expenses:
          General & administrative                           127,415           72,080
          Depreciation                                           932            1,580
          Interest                                            12,903            7,188
                                                       -------------    -------------

Total operating expenses                                     141,250           80,848
                                                       -------------    -------------
Loss before net loss on investments
  and provision for income tax                               (96,250)         (80,848)

Realized loss on investments                                (136,632)              --

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

Net loss                                               $    (233,682)   $     (81,648)
                                                       =============    =============

Net loss per share                                     $        (.02)   $       ( .01)
                                                       =============    =============
</TABLE>

                                       3
<PAGE>

                         FIRST COLONIAL VENTURES, LTD.
                            STATEMENT OF CASH FLOW

                   For The Three Months Ended March 31, 1998



Cash flows from operating activities:
     Net loss                                                      $  (233,682)
     Adjustments to reconcile net loss to net
      cash used in operating activities:
          Depreciation                                                     932
          Decrease in accounts payable and accrued liabilities         (54,060)
                                                                   -----------

Net cash (used) in operating activities                               (286,810)
                                                                   -----------

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                                    105,020
     Interest added to note payable                                     12,025
                                                                   -----------

Net cash from financing activities                                     382,426
                                                                   -----------

Net (decrease) in cash                                                  (5,177)

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

Cash - March 31, 1998                                              $    (4,488)
                                                                   ===========

                                       4
<PAGE>

                         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
March 31, 1998, the results of operations for the three months ended March 31,
1998, and the changes in cash flows for the three months ended March 31, 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 three months ended March 31, 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
$105,020 during the three months ended March 31, 1998 due to working capital
needed by Acclaim Studios.

                                       5
<PAGE>

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

Financial Condition - March 31, 1998
------------------------------------

     The Registrant's investments at March 31, 1998 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.

Results of Operations - Three Months Ended March 31, 1998
---------------------------------------------------------

     The Registrant's net loss for the three months ended March 31, 1998 was
substantially greater than the loss for the same period 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)

                                       6