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 June 30, 2000

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act for the transition period from ________________ to ____________________

    Commission File Number 000-28535


                            ARCADIA INVESTMENTS, INC.
                   ------------------------------------------
        (Exact name of small business issuer as specified in its charter)




         Wyoming                                            86-09699
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



                   5505 N. Indian Trail, Tucson, Arizona 85750
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (520) 577-1516
                         ------------------------------
                           (Issuer's telephone number)


     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 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
                             -

     The number of outstanding  shares of the issuer's common stock,  $0.001 par
value, as of June 30, 2000 was 1,000,000.


                                      - 1 -







<PAGE>





                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.................................................3

           Condensed Balance Sheets as of September 30, 1999
             and June 30, 2000................................................5

           Condensed Statements of Operations
             for the Three and Nine Month Periods Ended
             June 30, 2000 and 1999...........................................6

           Condensed Statements of Cash Flows
             for the Nine Month Period Ended
             June 30, 2000 and 1999...........................................7

           Notes to Unaudited Condensed Financial Statements..................9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.................................10


                           PART II - OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS.....................................................12

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................12

ITEM 5  OTHER INFORMATION.....................................................12


INDEX TO EXHIBITS.............................................................13



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<PAGE>





                                     PART I


ITEM 1.  FINANCIAL STATEMENTS

     As used herein, the term "Company" refers to Arcadia  Investments,  Inc., a
Wyoming  corporation,  and its subsidiaries  and  predecessors  unless otherwise
indicated. Unaudited, condensed interim financial statements including a balance
sheet for the  Company as the  quarter  ended June 30,  2000 and  statements  of
operations and statements of cash flows for the interim period up to the date of
such balance sheet and the comparable period of the preceding year.



                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                      - 3 -





<PAGE>





                        INDEPENDENT ACCOUNTANTS' REPORT



Arcadia Investments, Inc.
(A Development Stage Company)

     We have reviewed the  accompanying  balance sheets of Arcadia  Investments,
Inc. (a  development  stage company) as of June 30, 2000 and September 30, 1999,
and the related  statements of  operations  for the three and nine month periods
ended June 30, 2000 and 1999,  and cash flows for the nine month  periods  ended
June 30, 2000 and 1999. These financial statements are the responsibility of the
Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles



                                                  Respectfully submitted



                                                  /s/ Robison Hill & Co.
                                                  Certified Public Accountants

Salt Lake City, Utah
August 13, 2000


                                      - 4 -




<PAGE>





                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                                 BALANCE SHEETS


                                                         June 30,  September 30,
                                                            2000         1999
                                                         ----------   ---------

ASSETS: ..........................................       $     --     $    --
                                                         ==========   =========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses ..............       $      250   $    --
                                                         ----------   ---------


Stockholders' Equity:
      Common Stock, Par value $.001
         Authorized 100,000,000 shares,
         Issued 1,000,000 Shares at June 30, 2000
         and September 30, 1999 ..................            1,000    1,000
      Paid-In Capital ............................            2,305       75
      Retained Deficit ...........................           (1,075)  (1,075)
         Deficit Accumulated During the ..........           (2,480)       --
                                                         ----------   ---------
         Total Stockholders' Equity ..............             (250)       --
                                                         ----------   ---------


          Total Liabilities and
             Stockholders' Equity ................       $     --     $    --
                                                         ==========   =========

















                 See accompanying notes and accountants' report.





                                      - 5 -





<PAGE>





                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>


                                                                                   Cumulative since
                                                                                   October 20, 1999
                                         For the Three Months For the Nine Months   Inception of
                                           Ended June 30,       Ended June 30,     Development Stage
                                         --------------------  ------------------  ---------------

                                           2000       1999      2000       1999
<S>                                      <C>       <C>         <C>       <C>       <C>
Revenues ..............................  $  --     $     --    $  --     $   --    $  --
                                         -------   ----------  -------   --------  -------
Expenses
      General and Administrative ......    1,550         --      2,480       --      2,480
                                         -------   ----------  -------   --------  -------
      Net Loss ........................  $(1,550)  $     --    $(2,480)  $   --    $(2,480)
                                         =======   ==========  =======   ========  =======
Basic & Diluted loss per share ........  $  --     $     --    $  --     $  --
                                         ==========  =======   ========  =======

</TABLE>

























                 See accompanying notes and accountants' report.






                                      - 6 -











<PAGE>





                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



                                                                           Cumulative Since
                                                                           October 20, 1999
                                                    For the Nine Months      Inception of
                                                      Ended June 30,       Development Stage
                                                  ----------   ----------  -----------------
CASH FLOWS FROM OPERATING ...................        2000        1999

<S>                                               <C>          <C>         <C>
Net Loss ....................................     $   (1,550)  $     --    $ (2,480)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Increase (Decrease) in:
  Accounts Payable & Accrued Expenses .......            250         --         175
                                                  ----------   ----------  --------
  Net Cash Used in operating activities .....         (1,300)        --      (2,305)
                                                  ----------   ----------  --------
CASH FLOWS FROM INVESTING
ACTIVITIES:

Net cash provided by investing activities ...           --           --        --
                                                  ----------   ----------  --------
CASH FLOWS FROM INVESTING
ACTIVITIES:

Capital contributed by shareholder ..........          1,300         --      (2,305)
                                                  ----------   ----------  --------
Net Cash Provided by
  Financing Activities ......................          1,300         --      (2,305)
                                                  ----------   ----------  --------
Net (Decrease) Increase in
  Cash and Cash Equivalents .................           --           --        --
Cash and Cash Equivalents
  at Beginning of Period ....................           --           --        --
                                                  ----------   ----------  --------
Cash and Cash Equivalents
  at End of Period ..........................     $            $           $
                                                  ==========   ==========  ========



Cash paid during the year for:
  Interest ..................................     $     --     $     --    $   --
  Franchise and income taxes$ ...............     $     --     $     --    $    75

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------
None

</TABLE>




                 See accompanying notes and accountants' report.



                                       -7-





<PAGE>




                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
        FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
        -----------------------------------------------------------------


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary of  accounting  policies  for  Arcadia  Investments,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Interim Reporting

     The  unaudited  financial  statements as of June 30, 2000 and for the three
and nine month periods then ended  reflect,  in the opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
nine  months.   Operating  results  for  interim  periods  are  not  necessarily
indicative of the results which can be expected for full years.

Organization and Basis of Presentation

     The  Company  was  incorporated  under the laws of the State of  Wyoming on
August 2, 1996.  The Company ceased all operating  activities  during the period
from  August 2, 1996 to  October  20,  1999 and was  considered  dormant.  Since
October 20, 1999, the company is in the development stage, and has not commenced
planned principal operations.

Nature of Business

     The Company has no  products or services as of June 30,  2000.  The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire  interests in various  business  opportunities,  which in the
opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  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.

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:



                                      -8-





<PAGE>



                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
        FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
        -----------------------------------------------------------------
                                   (continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES
(Continued)
<TABLE>
<CAPTION>

                            Three Months Ended                   Three Months Ended
                              June 30, 2000                        June 30, 1999
                            ------------------                   ------------------
                              Number of       Loss Per                  Number of       Loss
                Loss          Shares          Share        Loss         shares          Per
                (numerator)   (denominator)                (numerator)  (denominator)   Share
                -----------   -------------   ---------    -----------  -------------   -----
<S>             <C>           <C>             <C>          <C>          <C>             <C>
Loss to Common
Shareholders        $(1,500)      1,000,000   $    --      $      --        1,000,000   $ --
                -----------   -------------   ---------    -----------  -------------   -----
</TABLE>
<TABLE>
<CAPTION>

                             Nine Months Ended                    Nine Months Ended
                                June 30, 2000                      June 30, 1999
                             -----------------                    -----------------

                              Number of       Loss Per                  Number of       Loss
                Loss          Shares          Share        Loss         shares          Per
                (numerator    (denominator)                (numerator)  (denominator)   Share
                ----------    -------------   ---------    -----------  -------------   -----
<S>             <C>           <C>             <C>          <C>          <C>             <C>
Loss to Common
Shareholders    $   (2,480)       1,000,000   $    --      $      --        1,000,000   $ --
                ----------    -------------   ---------    -----------  -------------   -----
</TABLE>

     The effect of outstanding stock equivalents would be anti-dilutive for June
30, 2000 and 1999 and are thus not considered.

Reclassification

     Certain  reclassifications  have been made in the 1999 financial statements
to conform with the June 30, 2000 presentation.

NOTE 2 - INCOME TAXES

     As of June 30, 2000, the Company has a net operating loss  carryforward for
income tax reporting purposes of approximately $2,000 that may be offset against
future taxable  income  through 2011.  Current tax laws limit the amount of loss
available to be offset against  future taxable income when a substantial  change
in ownership  occurs.  Therefore,  the amount available to offset future taxable
income  may be  limited.  No tax  benefit  has been  reported  in the  financial
statements,  because the Company  believes  there is a 50% or greater  change in
ownership,  the carry- forwards will expire unused.  Accordingly,  the potential
tax benefits of the loss  carry-forwards are offset by a valuation  allowance of
the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

     The  Company  has not begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

     As of June 30, 2000 all  activities  of the Company have been  conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the Company for the use of these facilities and
there are no commitments for future use of the facilities.

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<PAGE>







                            ARCADIA INVESTMENTS, INC.
                            -------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
        FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
        -----------------------------------------------------------------
                                   (continued)

NOTE 5 - STOCK SPLIT

     On October  20,  1999 the Board of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common  shares and  per-share  amounts for 2000 and 1999 have been
restated to reflect the stock split.

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

     This Quarterly Report contains certain  forward-looking  statements  within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this Quarterly Report will prove to
be  accurate.  In  light  of  the  significant  uncertainties  inherent  in  the
forward-looking  statements  including herein, the inclusion of such information
should not be regarded as are  presentation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

     As used herein the term "Company"  refers to Arcadia  Investments,  Inc., a
Wyoming   corporation  and  its  predecessors,   unless  the  context  indicates
otherwise.  The company is currently a shell company whose purpose is to acquire
operations  through  an  acquisition  or  merger  or to begin  its own  start-up
business.

     The  Company is in the  process of  attempting  to  identify  and acquire a
favorable business opportunity.  The Company has reviewed and evaluated a number
of business  ventures for possible  acquisition or participation by the Company.
The Company has not entered into any agreement,  nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing.  The Company  continues  to  investigate,  review,  and evaluate
business  opportunities  as they  become  available  and will seek to acquire or
become engaged in business  opportunities at such time as specific opportunities
warrant.

Results of Operations

           The Company had no sales or sales  revenues  for three three and nine
months  ended June 30, 2000 or 1999  because it is a shell  company that has not
had any business operations for the past three years.

                                      -10-
<PAGE>

     The  Company had no costs of sales  revenues  for the three and nine months
ended June 30, 2000 or 1999  because it is a shell  company that has not had any
business  operations for the past three years. The Company had $1,550 and $2,480
in general and administrative  expenses for the three and nine months ended June
30, 2000 and $0 for the same periods in 1999.

     The Company  recorded  net loss of $1,550 and $2,480 for the three and nine
months ended June 30, 2000 compared to $0 loss for the same periods in 1999.

Capital Resources and Liquidity

     At June 30,  2000,  the  Company had total  current  assets of $0 and total
assets of $0 as compared to $0 current  assets and $0 total  assets at September
30, 1999. The Company had a net working  capital  deficit of $250 and $0 at June
30, 2000 and September 30, 1999.

Net stockholders' deficit in the Company was $250 and $0 as of June 30, 2000 and
September 30.


                                      -11-






<PAGE>







                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

           Change in Control of Registrant

     In June 2000,  Donald L. Hodges sold  800,000 of his 800,000  shares of the
Company's  Common Stock.  The total 800,000 shares sold  represented  80% of the
issued and outstanding shares of the Company's Common Stock to 3 R, Inc.

     The current  officers and  directors of the Company have  resigned and 3 R,
Inc. has elected new directors who will appoint new officers of the Company.

ITEM 6.  EXHIBITS

(a)   Exhibits.  Exhibits required to be attached by Item 601 of Regulation
      S-B are  listed  in the  Index to  Exhibits  on page 12 of this  Form
      10-QSB, and are incorporated herein by reference.

(b)   Reports on Form 8-K.  No reports on Form 8-K were filed during the
      period covered by this Form 10-QSB.


                                   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, this ___day of September, 2000.

Arcadia Investments, Inc.

/s/   Jeong S. Park
      Jeong S. Park                                        October 4, 2000
      President and Director



                                      -12-

<PAGE>








                                  EXHIBIT INDEX


Exhibit No.          Page No.                  Description

27                   12                        Financial Data Schedule "CE"



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