SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 Form 10-QSB þ
  QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001o
  TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934COMMISSION FILE NUMBER 000-27039  PAGEACTIVE
  HOLDINGS, INC.(Name of small
  business issuer as specified in its charter)
  NEVADA
  88-0292249(State or other
  jurisdiction of
  (IRS Employer
  Identification No.)incorporation or organization)318 N. CARSON STREET, SUITE 208, CARSON
  CITY, NV 89701(Address of principal executive offices)
  (954)
  474-8177(Issuer's telephone
  number)
  N/A(Former name, former address and former fiscal
  year, if changed since last report)
 Check whether Registrant (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. YesþNoo As of May 1, 2001, the number of shares
of Common Stock issued and outstanding was 19,128,920. Transitional
Small Business Disclosure Format (check one).  
YesoNoþ


PAGEACTIVE
HOLDINGS, INC. INDEX  PART I - FINANCIAL  INFORMATIONItem 1.  Financial StatementsBalance Sheet  March 31, 2001Statements
  of Operations - For the three months ended March 31, 2001 and 2000Statement of Cash Flows - For the
  three months ended March 31, 2001 and 2000Notes to Unaudited Financial StatementsItem 2.  Management's
Discussion and Analysis of Financial Conditions
  and Results of OperationsPART II - OTHER INFORMATIONItem 1.  Legal ProceedingsItem 2.  Changes in SecuritiesItem 3.  Defaults Upon Senior
  SecuritiesItem 4.  Submission of Matters
  to a Vote of Security HoldersItem 5.  Other InformationItem 6.  Exhibits and Reports
  on Form 8-KSIGNATURES
 PART I
FINANCIAL INFORMATION

Item
1.  Financial Statements

PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)BALANCE SHEET - MARCH 31, 2001
(UNAUDITED)

ASSETSCurrent assets -cash
  
  $225,763LIABILITIES
  AND STOCKHOLDERS' EQUITYCurrent liabilities-accrued expenses
  
  $7,000Stockholders' equity:Preferred stock; $0.001 par value,
  10,000,000 shares authorized, no shares issued and outstanding
  $-Common stock; $0.001 par value,
  50,000,000 shares authorized, 19,128,920 shares issued and outstanding
  10,529Additional paid in capital
  432,517Accumulated deficit
  (224,283)Total stockholders' equity
  
  218,763$225,763

See accompanying notes to unaudited
financial statements.

PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)STATEMENTS OF OPERATIONS

Three months ended
  March 31,
  From inception on
  December 18, 1992 to2001
  2000
  March 31, 2001(Unaudited)
  (Unaudited)Revenues
  $-
  $-
  $-Cost of revenues
  -
  -
  -Gross profit
  -
  -
  -General and administrative expenses
  22,178
  30,990
  224,283Net loss
  $(22,178)
  $(30,990)
  $(224,283)Weighted average common equivalent shares outstanding -
  19,628,920
  19,628,920
  19,628,920Net loss per share,basic and diluted
  $(0.001)
  $(0.002)
  $(0.011)See accompanying notes to unaudited financial
statements.



PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)STATEMENTS OF CASH FLOWS

Three
  months ended
  March 31,
  From
  inception onDecember
  18, 1992 to2001
  2000
  March
  31, 2001(Unaudited)
  (Unaudited)
  (Unaudited)Cash flows provided by (used for) operating activities:Net loss
  $(22,178)
  $(30,990)
  $(224,283)Adjustments to reconcile net income to net cash provided by
  (used for) operating activities:Non-cash stock compensation
  -
  -
  20,000Changes in assets and liabilities:Increase
  (decrease) in liabilities -accrued expenses
  2,407
  (5,582)
  7,000Total adjustments
  2,407
  (5,582)
  27,000Net cash used for operating activities
  (19,771)
  (36,572)
  (197,283)Cash flows provided by financing activities -proceeds from private placement, net
  -
  -
  423,046Net increase (decrease) in cash
  (19,771)
  (36,572)
  225,763Cash and equivalents,beginning of period
  245,534
  353,163
  -Cash and equivalents,end of period
  $225,763
  $316,591
  $225,763See accompanying
notes to unaudited financial statements.

PAGEACTIVE
HOLDINGS, INC.(A DEVELOPMENT STAGE ENTERPRISE)
UNAUDITED NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000

(1)         Summary
of Significant Accounting Policies:

Organization:The
Company was organized on December 18, 1992, under the laws of the State of
Nevada as The Flintlock Company.  The
Company currently has no operations and in accordance with Statement of
Financial Accounting Statement No. 7, is considered a development stage
company.On
January 9, 1996, the name of the Company was changed to the Old American
Flintlock Company.On
February 11, 1998, the name of the Company was changed to American Flintlock
Company.On
May 18, 1999, the name of the Company was changed to PageActive Holdings, Inc.Business
Activity:The
Companys plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
individuals and other companies desiring the perceived advantages of a publicly
held corporation.  As of April 30, 2001,
the Company has no plan, proposal, agreement, understanding, or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation.Use
of Estimates:The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ
from those estimates.Cash:EquivalentsFor purposes of the statement of cash flows, cash equivalents include all
highly liquid debt instruments with original maturities of three months or less
which are not securing any corporate obligations.ConcentrationThe Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits.  The
Company has not experienced any losses in such accounts.See accompanying unaudited financial
statements.

PAGEACTIVE
HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
UNAUDITED NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000

(1)         Summary
of Significant Accounting Policies, Continued:

Income Taxes:The Company uses the liability method of accounting for
income taxes pursuant to SFAS No. 109, Accounting for Income Taxes.  Deferred income tax assets result from
temporary differences when certain amounts are deducted for financial statement
purposes and when they are deducted for income tax purposes.The principal temporary difference is the federal net
operating loss carryforwards, which was approximately $190,000 and $90,000 at
December 31, 2000 and 1999, respectively. 
A deferred tax asset has been provided and is completely offset by a
valuation allowance because its utilization does not appear to be reasonably
assured.  Federal net operating loss
carryforward starts to expire on December 31, 2018.  In the event of a business combination, the utilization of the
available net operating losscarryforward may be
significantly limited.Interim Financial Statements:The
accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements.  The audited financial statements for the two
years ended December 31, 2000 was filed during March 2001 with the Securities
and Exchange Commission and is hereby referenced.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.(2)         Related
Party Transactions:

GeneralThe Company neither owns nor leases any real or personal property.  An officer of the corporation provides
office services without charge.  Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein.  The officer and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests.  The
Company has not formulated a policy for the resolution of such conflicts.Employment
AgreementOn May 20, 1999, the Company entered into
an at-will employment agreement with its officer.  Pursuant to this agreement, the Company will pay an annual salary
of $60,000, payable in equal bi-weekly installments, and also pay a reasonable
monthly automobile and medical insurance allowance.  Additionally, the Company also granted 500,000 common stock
options at an exercise price of $0.01 per share.  The underlying common shares have been included in the
computation of net loss per share, as these are considered nominal issuances.See accompanying unaudited financial
statements.

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

The discussion and financial statements
contained herein are for the three months ended March 31, 2001 and 2000.  The following discussion regarding the
financial statements of the Company should be read in conjunction with the financial
statements of the Company included herewith.

OVERVIEW

The Company is a development stage
company as defined in Statement of Financial Accounting Standards No. 7,
"Accounting and Reporting by Development Stage Enterprises." The
Company is devoting substantially all of its present efforts to establish a new
business and its planned principal operations have not yet commenced.  All losses accumulated since inception have
been considered as part of the Company's development stage activities.

The Company has had no operations, nor
any revenues since its inception.

(a)         Plan of Operations

The statements contained in this section
include projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Act, and Section
21E of the Exchange Act.  All statements
that are included in this Registration Statement, other than statements of
historical fact, are forward-looking statements.  Although Management believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct.  Important factors that could cause actual results to differ
materially from the expectations are disclosed in this Statement, including,
without limitation, in conjunction with those forward-looking statements
contained in these statements.

The primary activity of the Company
currently involves seeking a company or companies that it can acquire or with
whom it can merge.  The Company has not
selected any company as an acquisition target or merger partner and does not
intend to limit potential candidates to any particular field or industry, but
does retain the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual stage only. As
such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity.

The proposed business activities
described herein classify the Company as a "blank check" company.
Many states have enacted statutes, rules, and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions.  Management does not
intend to undertake any efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully implemented its
business plan.

(b)        Results of Operations

The Company has not generated any
revenues and does not anticipate generating any material revenues in the near
future.  Currently, the Company's only
cash requirements are for overhead expenses such as salaries, accounting and
legal. The Company's sole source of capital has been investment capital
provided by third parties.

The following table sets forth, for the
periods indicated, selected financial information for the Company:



Three Months Ended
  March 312001
  2000Net
  revenues
  $-0-
  $-0-Cost
  of revenues
  -0-
  -0-Gross
  profit
  -0-
  -0-General
  and administrative expenses
  22,178
  30,990Net
  loss
  $(22,178)
  $(30,990)Net
  loss per share
  $(0.001)
  $(0.002)Weighted
  average shares outstanding
  19,628,290
  19,628,920

Three Months Ended March 31, 2001 as
Compared to Three Months Ended March 31, 2000

Revenues.

The Company had no revenues for either
the three month period ended March 31, 2001 or the three month period ended
March 31, 2000.

General, Administrative, and Selling
Expenses.

The Company incurred costs of $22,178 for
the quarter ended March 31, 2001 as compared to $30,990 for the quarter ended
March 31, 2000.

Net Loss

The Company had a net loss of $22,178 for
the quarter ended March 31, 2001 as compared to a net loss of $30,990 for the
quarter ended March 31, 2000.

Liquidity and Capital Resources

In May 1999, the Company raised $418,946
through the private sale of the 8,378,920 shares to one entity at a purchase
price of $0.05 per share.  This private
offering is exempt from the registration requirements of the Act pursuant to
Section 4(2) of the Act.

The Company will need to raise additional
capital in the next twelve months to support its operations.  This capital may be raised privately or
publicly.  As of the date of this
document, the Company has no commitments for raising additional financing.

At March 31, 2001, the Company had
outstanding current liabilities of approximately $7,000, consisting of accrued
professional fees and overhead expenses.

The Company does not believe that
inflation has had a significant impact on its operations since inception of the
Company.

PART II
OTHER INFORMATION

Item
1.  Legal Proceedings



To the best knowledge of management,
there is no material litigation pending or threatened against the Company.

Item
2.  Changes in Securities and Use of
Proceeds

None.

Item
3.  Defaults Upon Senior Securities



None.

Item
4.  Submission Of Matters To A Vote Of
Security Holders

None.

Item
5.  Other Information

None.

Item
6.  Exhibits and Reports on Form 8-K

The following documents are filed as part
of this report:

1.          The
following Exhibits are filed herein:            None.

2.          Reports
on Form 8-K filed:                   
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.

PAGEACTIVE
  HOLDINGS, INCDated:
  May 2, 2001
  By:  /s/ Earl T. ShannonEarl T. Shannon, President,Secretary, Treasurer, and Director