U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(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

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____ to _______

                         Commission file number 0-27239

                                  EDUVERSE.COM
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                88-0277072
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                           435 Martin Street, Suite 2000
                              Blaine, Washington 98230
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (360) 332-7734
                                 --------------
                           (Issuer's telephone number)

                               7583 Water View Way
                               Reno, Nevada 89511
                               ------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) 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 90 days.

         Yes      X       No

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

Class                                       Outstanding as of May 13, 2002
- ------                                      -------------------------------
Common Stock, $.001 par value                3,000,000

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

PART I.  FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

                 BALANCE SHEETS                                               2

                 INTERIM STATEMENTS OF OPERATIONS                             3

                 INTERIM STATEMENTS OF CASH FLOWS                             4

                 NOTES TO INTERIM FINANCIAL STATEMENTS                        5

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    9

PART II. OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                           13

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                   14

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             15

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         15

         ITEM 5. OTHER INFORMATION                                           15

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            15

SIGNATURES                                                                   16

                                       1

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ----------------------------

                                       EDUVERSE.COM
                               (A Development Stage Company)

                                CONSOLIDATED BALANCE SHEETS

                                                                  March 31,     December 31,
                                                                     2002          2001
                                                                 -----------    -----------
                                                                 (unaudited)
                                          ASSETS
                                                                          
CURRENT ASSETS
   Cash                                                          $       500    $      --
                                                                 -----------    -----------

TOTAL ASSETS                                                     $       500    $      --
                                                                 ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities                         $   132,999    $   130,185
Advances payable                                                       2,383           --
Due to related party (Note 3)                                        252,448         42,841
                                                                 -----------    -----------

                                                                     387,830        173,026
                                                                 -----------    -----------

CONTINGENCIES (Note 1)

STOCKHOLDERS' EQUITY (DEFICIT)
   Capital Stock (Note 4)
   Common stock, $.001 par value, 50,000,000 shares authorized
      1,000,000 shares issued and outstanding                         37,755         37,755
   Additional paid-in capital                                      2,994,633      2,994,633
   Common stock subscriptions                                         15,000         15,000
   Accumulated deficit                                            (3,434,718)    (3,220,414)
                                                                 -----------    -----------

                                                                    (387,330)      (173,026)
                                                                 -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $       500    $      --
                                                                 ===========    ===========

                   The accompanying notes are an integral part of these
                        interim consolidated financial statements

                                             2

                                  EDUVERSE.COM
                          (A Development Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                    Three months    Three months
                                                    ended March     ended March
                                                      31, 2002        31, 2001
                                                    -----------     -----------

EXPENSES
   General and administrative                       $   214,304     $   272,058
                                                    -----------     -----------

OPERATING LOSS FROM CONTINUING OPERATIONS              (214,304)       (272,058)

LOSS FROM DISCONTINUED OPERATIONS                          --          (134,423)
                                                    -----------     -----------

NET LOSS FOR THE PERIOD                             $  (214,304)    $  (406,481)
                                                    ===========     ===========

BASIC NET LOSS PER SHARE                            $     (0.21)    $     (1.07)
                                                    ===========     ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            1,000,000         380,981
                                                    ===========     ===========

              The accompanying notes are an integral part of these
                   interim consolidated financial statements

                                       3

                                             EDUVERSE.COM
                                     (A Development Stage Company)

                             INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)

                                                                           Three months       Three months
                                                                          ended March 31,    ended March 31,
                                                                                2002               2001
                                                                             ---------          ---------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net operating loss from continuing operations                              $(214,304)         $(406,481)
  Adjustments to reconcile net loss to net cash from operating activities:
  - Common stock issued for services rendered                                     --              262,202
  - Depreciation                                                                  --                5,166
  - Net changes in working capital items                                       214,804             65,179
                                                                             ---------          ---------

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES                                     500            (73,934)
                                                                             ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Bank overdraft repayment                                                        --               (1,011)
  Loans payable                                                                   --               49,706
                                                                             ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES                                              --               48,695
                                                                             ---------          ---------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                   --               25,906
                                                                             ---------          ---------

INCREASE IN CASH                                                                   500                667

CASH, BEGINNING OF PERIOD                                                         --                 --
                                                                             ---------          ---------

CASH, END OF PERIOD                                                          $     500          $     667
                                                                             =========          =========

                         The accompanying notes are an integral part of these
                              interim consolidated financial statements

                                                  4

                                  EDUVERSE.COM
                         (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
================================================================================
                                  (Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
- --------------------------------------------------------------------------------

Organization
eduverse.com (the "Company") was incorporated on October 22, 1991, under the
laws of the State of Nevada, as Ward's Futura Automotive, Ltd. The Company's
name was subsequently changed to Perfect Future, Ltd. On June 11, 1998 its name
was changed to Eduverse Accelerated Learning Systems, Inc. and on May 19, 1999
to eduverse.com.

Description of business
The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business for the foreseeable future. The
Company incurred a loss of $214,304 from continuing operations for the period
ended March 31, 2002, and as of March 31, 2002 had a working capital deficiency
of $387,330. Management recognizes that the Company must obtain additional
financial resources by raising capital to enable it to acquire or develop a new
business venture and continue normal operations. However, no assurances can be
given that the Company will be successful in raising additional capital.
Further, there can be no assurance, assuming the Company successfully raises
additional funds, that the Company will achieve positive cash flow. On March 2,
2001, the Company entered into an agreement and sold its subsidiary eduverse dot
com, inc. effective June 30, 2001. Refer to Note 5. Accordingly, effective
January 1, 2002, the Company is considered to be in the development stage. These
factors raise substantial doubt regarding the Company's continuation as a going
concern.

Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2001 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the three
months ended March 31, 2002 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2002.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

Principles of consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, M&M Information and Marketing Services Inc.
(incorporated in Nevada, USA) and the results of operations for eduverse dot
com, inc., which was sold effective June 30, 2001. All significant intercompany
accounts and transactions have been eliminated.

Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Financial instruments
At March 31, 2002 the Company has the following financial instruments: accounts
payable and accrued liabilities, advances payable, and due to related party. The
carrying value of these instruments is considered to approximate fair value
based on their short-term nature.

                                       5

                                  EDUVERSE.COM
                         (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
================================================================================
                                  (Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
- --------------------------------------------------------------------------------

Net Loss per Common Share
Basic earnings per share include no dilution and are computed by dividing net
loss by the weighted average number of common shares outstanding for the period
and the comparative figures have been restated for the 50:1 share consolidation.
There are no dilutive securities outstanding.

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the period. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At March 31, 2002 a full deferred tax asset valuation allowance
has been provided and no deferred tax asset benefit has been recorded.

Comprehensive income
Comprehensive income is defined as the change in equity from transactions,
events and circumstances, other than those resulting from investments by owners
and distributions to owners. Comprehensive income to date consists only of the
net gain resulting from translation of the foreign currency financial statements
of the Company's former wholly-owned subsidiary, eduverse dot com inc.

Stock-Based Compensation
The Company accounts for stock-based compensation in respect to stock options
granted to employees and officers using the intrinsic value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123. In addition, with
respect to stock options granted to employees, the Company provides pro-forma
information as required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

                                       6

                                  EDUVERSE.COM
                         (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
================================================================================
                                  (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------

On October 9, 2000 the Company entered into a management services agreement with
Investor Communications, Inc. ("ICI"), a significant shareholder, to provide
management and investor relations services for the Company. During the quarter
ended March 31, 2002, the Company incurred $203,300 to ICI. As of March 31,
2002, $252,448 is owing to ICI for fees and cash advances and interest.

During the period ended March 31, 2001, the Company incurred $225,000 to ICI
which together with other unpaid amounts totalled $456,896 which was settled by
the issuance of 15,230,000 common shares.

A director of the Company has been contracted by Investor Communications and is
part of the management team provided to the Company.

General and administrative expenses include salaries of $12,000 and consulting
fees of $3,500 paid to a director of the subsidiary during the period ended
March 31, 2001.

NOTE 4 - CAPITAL STOCK
- --------------------------------------------------------------------------------

Authorized

The authorized capital of the Company consists of 50,000,000 voting common
shares with $0.001 par value and 5,000,000 non-voting preferred shares with
$.001 par value.

The Company received shareholder approval for a reverse stock split of 50:1
which took place on June 8, 2001 which resulted in a reduction of the issued and
outstanding shares of common stock from 37,505,434 shares to 750,130 shares.

NOTE 5 - DISPOSAL OF SUBSIDIARY
- --------------------------------------------------------------------------------

On March 2, 2001, the Company entered into an agreement with Syncro-Data
Systems, Ltd. ("Syncro"), a private British Columbia company, to sell the
Company's subsidiary, eduverse dot com inc. ("eduverse") in consideration for
advances of $50,000 to eduverse for operating expenses and assumption of all
debts of eduverse. The agreement was subject to shareholder approval which was
received on June 1, 2001. The sale was effective June 30, 2001 and resulted in a
gain on disposal of $107,505. The results of operations of eduverse for the
period ended March 31, 2001 have been separately disclosed as loss from
discontinued operations.

NOTE 6 - LEGAL ACTIONS
- --------------------------------------------------------------------------------

On September 5, 2001 Mark Edward Bruk, former Chairman, President and C.E.O. of
eduverse.com filed a Writ of Summons and Statement of Claim in the Supreme Court
of British Columbia. In the Writ the Plaintiff claims $85,305.97 in unpaid
salary, unreimbursed expenses, employee benefits, vacation pay and other sundry
payments. The Company applied to the Court in British Columbia, Canada to strike
the claim for lack of jurisdiction. On January 8, 2002 the Supreme Court of
British Columbia set aside the Writ of Summons and Statement of Claim and the
Company obtained an Order from the Court that it did not have jurisdiction to
hear the claim. Mr. Bruk has also been ordered to pay the costs of the
application.

On May 17, 2001 a complaint was filed with the SEC against the Company involving
a previous investor of the Company who had subscribed for shares in October 2000
pursuant to a subscription agreement and who subsequently attempted to rescind
the transactions. The Company has answered the complaint and the outcome is not
presently determinable.

                                       7

                                  EDUVERSE.COM
                         (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
================================================================================
                                  (Unaudited)

NOTE 7 - SUBSEQUENT EVENT
- --------------------------------------------------------------------------------

Subsequent to March 31, 2002, the Company completed a private placement of
2,000,000 common shares at a price of $0.125 per share for proceeds of $250,000.

NOTE 8 - INCOME TAXES
- --------------------------------------------------------------------------------

The Company's net operating loss carryforwards for U.S. income tax purposes
amount to approximately $1,180,000. These carryforwards will expire, if not
utilized, beginning in 2014. The potential tax benefit of these losses has not
been recorded as a full deferred tax asset valuation allowance has been provided
due to the uncertainty regarding the realization of these losses.

                                       8

     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     Eduverse.com, a Nevada corporation (the "Company"), currently trades on the
OTC Bulletin Board under the symbol "EDVS". As at March 31, 2002, the Company is
involved in research and due diligence of possible acquisitions having
previously divested itself of its educational internet business interests.
Current management of the Company anticipates that during fiscal year 2002, the
Company will continue to undertake research relating to prospective new business
endeavors. This research may, and is anticipated to result in the Company
entering into business operations that are not in the educational software
industry.

     The Company, through its former wholly-owned subsidiary Eduverse Dot Com
Inc. ("Eduverse"), had primarily been a technology-based company engaged in the
business of developing and marketing interactive multimedia educational software
programs. During fiscal year 1999, however, the Company began exiting the
traditional method of selling its software through retail channels and focused
primarily on partnering with various governments to combine education, the
Internet and corporate advertising in marketing its new products. The Company
expected to generate a majority of its revenues from these software products by
charging fees for advertising that was to be placed within the software. The
Company intended to offer its software free to educational and other
institutions within approximately thirty countries, which operated private
computer networks and allowed advertisements to be displayed to their students,
and to collect advertising fees for advertisements placed within the software.

     During fiscal year 1999, revenues were derived from three sources: (i) the
retail sale of its software packages, (ii) distribution royalty fees, and (iii)
income derived from the sale of two website names. During fiscal year 1999, the
Company recognized no advertising revenues from its English Pro Network Edition
software. As a result, quarterly revenues began to decline during late fiscal
year 1999 resulting in a substantial net loss.

     Fiscal Year 2000

     During fiscal year 2000, quarterly revenues continued to decline as
compared to quarterly revenues earned in the same periods during 1999. Any
revenues earned were derived principally from the marketing and sale of the
Company's software packages. Seventy-seven percent (77%) of the Company's retail
software sale revenue was derived from two customers. Management of the Company
primarily attributed the decrease in revenues to the Company's decision to
discontinue retail software sales of its programs. Management of the Company
expected to generate the majority of its future revenues commencing third
quarter of 2000 from advertising revenues earned from fees charged for inclusion
of the advertiser's message on the Company's English Pro Network Edition
software. During fiscal year 2000, the Company recognized no advertising
revenues from its English Pro Network Edition software. In August 2000, the
Company sold its entire equity interest in ESL to Savoy Capital Limited.

                                       9

     Fiscal Year 2001

     At a special meeting held on March 2, 2001, the board of directors
unanimously approved a share purchase agreement dated March 2, 2001 (the "Share
Purchase Agreement") between the Company and Syncro-Data Systems, Ltd.
("Syncro-Data"), a corporation organized under the laws of British Columbia (the
"Proposed Transaction"), and directed that the Share Purchase Agreement be
submitted to shareholders of the Company for their approval. On June 1, 2001,
the Proposed Transaction was consummated pursuant to the terms of the Share
Purchase.

     The Share Purchase Agreement provided for the sale by the Company to
Syncro-Data of all of the issued and outstanding shares of common stock of
Eduverse, the Company's wholly-owned subsidiary, held by the Company. The Share
Purchase Agreement further provided that (i) Syncro-Data had paid the ongoing
expenses of Eduverse to date in the approximate amount of $50,000; (ii)
Syncro-Data had agreed to recognize certain liabilities of Eduverse; and (iii)
Eduverse would retain all of its right, title and interest in and to certain
intellectual property rights and other property, including accounts receivable,
contract revenue and outstanding cash in the approximate amount of $900.00.

     The Company and Syncro-Data closed the Proposed Transaction on June 30,
2001. Based upon review of a wide variety of factors considered in connection
with its evaluation of the sale of assets, the board of directors of the Company
believed that the sale of substantially all of the assets of the Company,
through consummation of the Share Purchase Agreement, would be fair to and in
the best interests of the Company and its shareholders.

     Fiscal Year 2002

     The Company terminated all development of its previous business
commensurate with the sale of the Company's wholly-owned subsidiary to
Syncro-Data on June 30, 2001, and ceased to actively market itself as a
technology-based company.

     Current management of the Company anticipates that during fiscal year 2002,
the Company will continue to undertake research relating to prospective new
business endeavors. This research may, and is anticipated to result in the
Company entering into business operations that are not in the educational
software industry.

RESULTS OF OPERATION

     Three-Month Period Ended March 31, 2002 Compared to Three-Month Period
     Ended March 31, 2001

     The Company's net losses during the three-month period ended March 31, 2002
were approximately $214,304 compared to a net loss of approximately $406,481
during the three-month period ended March 31, 2001 (a decrease of $192,177).

                                       10

     Net revenues during the three-month periods ended March 31, 2002 and 2001
were $-0-.

     During the three-month period ended March 31, 2002, the Company recorded
operating expenses of $214,304 compared to $272,058 of operating expenses
recorded during the three-month period ended March 31, 2001 (a decrease of
$57,754). During the three-month periods ended March 31, 2002, operating
expenses consisted only of general and administrative expenses.

     During the three-month period ended March 31, 2001, the Company realized a
loss from discontinued operations in the amount of $134,423 as compared to $-0-
during the three-month period ended March 31, 2002. This loss resulted from the
discontinued business operations involving the Company's previously owned
subsidiary interests and its software products. The additional operating loss of
$134,423 from discontinued operations incurred during the three-month period
ended March 31, 2001 resulted in a total net loss of $406,481 for the
three-month period ended March 31, 2001 compared to the net loss of $214,304
resulting from general and administrative expenses incurred during the
three-month period ended March 31, 2002.

     General and administrative expenses generally include corporate overhead,
administrative salaries, selling expenses, consulting costs and professional
fees. Of the $214,304 incurred as general and administrative expenses, an
aggregate of $203,300 was incurred payable to Investor Communications
International, Inc. ("ICI") for services rendered by ICI including, but not
limited to, financial, administrative and investor relations management.

     During the three-month period ended March 31, 2002, the Company incurred
$203,300 to ICI, which together with other unpaid fees and advances of $49,148,
which resulted in an aggregate of $252,448 due and owing ICI. During the
three-month period ended March 31, 2001, the Company incurred $225,000 to ICI,
which together with other unpaid fees and advances of $231,896, which resulted
in an aggregate of $456,896 due and owing ICI. This amount was settled pursuant
to a settlement agreement dated March 14, 2001 between the Company and ICI
whereby ICI agreed to accept the issuance of 15,230,000 shares of restricted
common stock in settlement and release of the $456,896 due and owing. Subsequent
to the settlement, an additional $65,700 in fees was accrued to ICI. $37,481 of
this amount was settled pursuant to a settlement agreement dated December 12,
2001 between the Company and ICI whereby ICI agreed to accept the issuance of
249,870 shares of restricted common stock in settlement and release of the
$37,481 due and owing. A director of the Company is employed by ICI and is part
of the management team provided by ICI to the Company.

     As discussed above, the decrease in net loss during the three-month period
ended March 31, 2002 as compared to the three-month period ended March 31, 2001
is attributable primarily to the realization during the three-month period ended
March 31, 2001 of the loss of $134,423 from discontinued operations and the
decrease in operating expenses during the three-month period ended March 31,
2002. The Company's net losses during the three-month period ended March 31,
2002 was approximately ($214,304) or ($0.21) per common share compared to a net
loss of approximately ($406,481) or ($1.07) per common share during the
three-month period ended March 31, 2001. The weighted average of common shares
outstanding were 1,000,000 for the three-month period ended March 31, 2002
compared to 380,981 for the three-month period ended March 31, 2001, after
giving retroactive effect to the fifty for one share consolidation completed on
June 8, 2001.

                                       11

LIQUIDITY AND CAPITAL RESOURCES

     The Company must raise additional capital. Further, the Company has not
generated sufficient cash flow to fund its operations and activities.
Historically, the Company has relied upon internally generated funds, funds from
the sale of shares of stock and loans from its shareholders and private
investors to finance its operations and growth. The Company's future success and
viability are entirely dependent upon the Company's current management to
successfully research and identify new business endeavors, and to raise
additional capital through further private offerings of its stock or loans from
private investors. There can be no assurance, however, that the Company will be
able to successfully research, identify and acquire new business endeavors and
to raise additional capital. The Company's failure to successfully identify and
acquire new business endeavors and to raise additional capital will have a
material and adverse affect upon the Company and its shareholders. The Company's
financial statements have been prepared assuming that it will continue as a
going concern, and accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should the Company be unable to continue in operation.

     As of March 31, 2002, the Company's current assets were $500 and its
current liabilities were $387,830, which resulted in a working capital deficit
of $387,330. The Company's current liabilities consist primarily of accounts
payable and accrued liabilities in the amount of $132,999, advances payable in
the amount of $2,383 and amounts due to related party (ICI) in the amount of
$252,448.

     As of March 31, 2002, the Company's total stockholders' deficit increased
to ($387,330) from ($173,026) at December 31, 2001.

     The Company has not generated positive cash flows from operating
activities. For the three-month period ended March 31, 2002, net cash from
operating activities was $500 compared to $73,934 of net cash used in operating
activities for the three-month period ended March 31, 2001 (a decrease of
$74,434). The net operating loss from continuing operations of $214,304
decreased during the three-month period ended March 31, 2002 from an operating
loss from continuing operations of $406,481 during the three-month period ended
March 31, 2001. Net changes in non-cash working capital items increased to
$214,804 for the three-month period ended March 31, 2002 compared to $65,179 for
the three-month period ended March 31, 2001.

     Cash flows from financing activities was $-0- for the three-month period
ended March 31, 2002 compared to cash flow from investing activities of $48,695
for the three-month period ended March 31, 2001. Net cash provided by financing
activities during the three-month period ended March 31, 2001 resulted primarily
from loans payable in the amount of $49,706, which was offset by a repayment of
$1,011 for bank overdraft.

FUNDING

     Current management of the Company anticipates a possible increase in
operating expenses in order to successfully research and identify new business
endeavors. The Company may finance these expenses with further issuance of
common stock of the Company. The Company believes that any anticipated private
placements of equity capital and debt financing, if successful, may be adequate

                                       12

to fund the Company's operations over the next six months. Thereafter, the
Company expects it will need to raise additional capital to meet long-term
operating requirements. The Company may encounter business endeavors that
require significant cash commitments or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. If the
Company raises additional funds through the issuance of equity or convertible
debt securities other than to current shareholders, the percentage ownership of
its current shareholders would be reduced, and such securities might have
rights, preferences or privileges senior to its common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to take advantage of prospective new business endeavors or
opportunities, which could significantly and materially restrict the Company's
business operations. See "Part II. Other Information. Item 2. Changes in
Securities and Use of Proceeds".

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     (a) On approximately September 5, 2001, a complaint was filed in the
Supreme Court of British Columbia by Mark Edward Bruk, a prior officer and
director of the Company, against the Company (the "Complaint"). The Complaint
filed by Mr. Bruk alleged that as the prior president and chief executive
officer of the Company, Mr. Bruk was entitled to receive amounts for alleged
unpaid salary, alleged unpaid benefits, and for alleged reimbursement of
expenses.

     On January 8, 2002, the Supreme Court of British Columbia set aside the
Complaint, and the Company obtained an Order from the Court stating that the
Court did not have jurisdiction to hear the claim. On April 24, 2002, the
Company and Mr. Bruk entered into a settlement agreement and release that
resolved any and all outstanding and potential disputes between the Company and
Mr. Bruk. The parties agreed to provide mutual release to one another.

     (b) On approximately May 17, 2001, a complaint was filed with the
Securities and Exchange Commission against the Company ("SEC Complaint
HO-309021"). The SEC Complaint HO-309021 involves a previous investor of the
Company who had subscribed for shares of restricted Common Stock during October
2000 pursuant to a subscription agreement and who subsequently attempted to
rescind the transaction. On May 31, 2001, the Company answered SEC Complaint
HO-309021. As of the date of this Quarterly Report, management of the Company
believes that the potential damages sought by the investor are based on
groundless causes of action. Management intends to aggressively continue its
defense, and to further review its potential legal actions and legal remedies

     Except as disclosed above, management is not aware of any other legal
proceedings contemplated by any governmental authority or other party involving
the Company or its properties. No director, officer or affiliate of the Company
is (i) a party adverse to the Company in any legal proceedings, or (ii) has an
adverse interest to the Company in any legal proceedings. Management is not
aware of any other legal proceedings pending or that have been threatened
against the Company or its properties.

                                       13

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a) During the three-month period ended March 31, 2002, the Company engaged
in a private placement offering under Rule 506 of Regulation D of the Securities
Act of 1933, as amended (the "1933 Securities Act"). Pursuant to the terms of
the private placement, the Company offered 2,400,000 shares of its common stock
at $0.125 per share to raise $300,000. On approximately May 3, 2002, the Company
terminated the offering pursuant to which it had sold 2,000,000 shares of common
stock at $0.125 per share for aggregate gross proceeds of $250,000.00 The per
share price of the offering was arbitrarily determined by the Board of Directors
based upon analysis of certain factors including, but not limited to, potential
future earnings, assets and net worth of the Company. The Company issued shares
of common stock to seven investors, none of which were accredited investors as
that term is defined under Regulation D. The investors executed subscription
agreements and acknowledged that the securities to be issued have not been
registered under the 1933 Securities Act, that the investors understood the
economic risk of an investment in the securities, and that the investors had the
opportunity to ask questions of and receive answers from the Company's
management concerning any and all matters related to acquisition of the
securities. No underwriter was involved in the transaction, and no commissions
or other remuneration were paid in connection with the offer and sale of the
securities.

     (b) As a result of the private placement offering, there was a change in
control of the Company. The board of directors of the Company desires to set
forth the names and address, as of the date of this Report, and the approximate
number of shares of Common Stock owned of record or beneficially by each person
who owned of record, or was known by the Company to own beneficially, more than
five percent (5) of the Company's Common Stock, and the name and shareholdings
of each officer and director, and all officers and directors as a group. As of
the date of this Report, there are 3,000,000 shares of common stock issued and
outstanding.

- --------------------------------------------------------------------------------
Title of Class    Name and Address of      Amount and Nature            Percent
                   Beneficial Owner            of Class                 of Class
- --------------------------------------------------------------------------------
                                                      (1)
Common Stock      Investor Communications       554,470                   18.48%
                  International, Inc.
                  435 Martin Street
                  Suite 2000
                  Blaine, Washington 98230
                                                      (1)
Common Stock      Alexander Cox                 535,060                   17.84%
                  755 Burrard Street
                  Suite 428
                  Vancouver, British Columbia
                  Canada  V6Z 1X6
                                                      (1)
Common Stock      Calista Capital Corp.         250,000                    8.33%
                  P.O. Box W-961
                  St. Johns Antigua
                  West Indies
                                                      (1)
Common Stock      Spartan Asset Group           250,000                    8.33%
                  P.O. Box W-960
                  St. Johns Antigua
                  West Indies

                                       14

- --------------------------------------------------------------------------------
Title of Class    Name and Address of      Amount and Nature            Percent
                   Beneficial Owner            of Class                 of Class
- --------------------------------------------------------------------------------
                                                      (1)
Common Stock      Pacific Rim Financial Inc.    250,000                    8.33%
                  C/o Arundel House
                  31A St. James Square
                  London SW1Y 4JR
                  United Kingdom
                                                      (1)
Common Stock      Eastern Capital Corp.         250,000                    8.33%
                  C/o Northbrook Farm
                  Bentley Farnham
                  Hampshire GU10 5EU
                  United Kingdom
                                                      (1)
Common Stock      Eiger Properties Inc.         250,000                    8.33%
                  C/o P.O. Box CH-4002
                  Basel, Switzerland
                                                      (1)
Common Stock      Rising Sun Capital Corp.      250,000                    8.33%
                  96 Front Street
                  Hamilton HM12
                  Bermuda

Common Stock      All current officers              -0-                     -0-
                  and directors as a
                  group (2 persons)
- --------------------------------------------------------------------------------
(1)
   These are restricted shares of common stock.

     There are no arrangements or understanding among the entities and
individuals referenced above or their respective associates concerning election
of directors or any other matters which may require shareholder approval.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Report on Form 8-K filed May 13, 2002.

                                       15

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.

                                        EDUVERSE.COM

Dated: May 14, 2002                     By: /s/ Grant Atkins
                                        --------------------
                                        Grant Atkins, President

                                       16