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

                                   Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

    For the quarterly period ended:         December 31, 2000
                                            --------------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from                to
                                   ---------------  ---------------
            Commission file number            000-28613
                                   --------------------------------

                            Stonewall Financial LTD.
               --------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

    Wyoming                                             86-0970011
-------------------------------------------------------------------------------
(State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification No.)

                10130 East Winding Trail, Tucson, Arizona, 85749
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (520) 760-1823
                            Issuer's telephone number


              (Former name, former address and former fiscal year,
                         if changed since last report.)


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No



<PAGE>




                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practical  date:  December 31, 2000 1,000,000


     Transitional Small Business  Disclosure Format (check one). Yes ; No X ----










































<PAGE>



                                     PART I


Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT


Stonewall Financial LTD.
(A Development Stage Company)


     We have reviewed the  accompanying  balance  sheets of Stonewall  Financial
LTD. (a  development  stage  company) as of December 31, 2000 and  September 30,
2000,  and the related  statements  of  operations  and cash flows for the three
month periods ended December 31, 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
February 9, 2001









<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                                 BALANCE SHEETS



                                                      December 31, September 30,
                                                             2000        2000
                                                            -------     -------
Assets - Prepaid Expenses ..............................    $  --       $ 1,496
                                                            =======     =======

Liabilities - Accounts Payable .........................    $  --       $  --
                                                            -------     -------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at December 31, 2000
    and September 30, 2000 .............................      1,000       1,000
  Paid-In Capital ......................................      4,873       4,873
  Retained Deficit .....................................     (1,075)     (1,075)
  Deficit Accumulated During the
    Development Stage ..................................     (4,798)     (3,302)
                                                            -------     -------
     Total Stockholders' Equity ........................       --         1,496
                                                            -------     -------

     Total Liabilities and
       Stockholders' Equity ............................    $  --       $ 1,496
                                                            =======     =======




















                 See accompanying notes and accountants' report.




<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS




                                                            Cumulative
                                                            since October
                                                            20, 1999
                                                            Inception
                             For the three months ended        of
                                     December 31,           development
                                 -----------------------
                                    2000          1999         stage
                                 -----------     -------      -------
Revenues: ............           $      --       $  --        $  --

Expenses: ............                 1,496         930        4,798
                                 -----------     -------      -------

     Net Loss ........           $    (1,496)    $  (930)     $(4,798)
                                 ===========     =======      =======
Basic &
Diluted loss
per share ............           $      --       $  --
                                 ===========     =======





















                 See accompanying notes and accountants' report.




<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        Cumulative
                                                                        since October
                                                                         20, 1999
                                             For the three months ended Inception of
                                                        December 31,    Development
                                                      -----------------
                                                       2000      1999     Stage
                                                      -------   -------   -------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                  <C>        <C>       <C>
Net Loss ........................................    $(1,496)   $  (930)  $(4,798)
Decrease (Increase) in Prepaid Expense ..........       1,496      --        --
Increase (Decrease) in Accounts Payable .........        --        --        --
                                                      -------   -------   -------
  Net Cash Used in operating activities .........        --        (930)   (4,798)
                                                      -------   -------   -------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder ..............        --         930     4,798
                                                      -------   -------   -------
Net Cash Provided by
  Financing Activities ..........................        --         930     4,798
                                                      -------   -------   -------

Net (Decrease) Increase in
  Cash and Cash Equivalents .....................        --        --        --
Cash and Cash Equivalents
  at Beginning of Period ........................        --        --        --
                                                      -------   -------   -------
Cash and Cash Equivalents
  at End of Period ..............................     $  --     $  --     $  --
                                                      =======   =======   =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest ......................................     $  --     $  --     $  --
  Franchise and income taxes ....................     $  --     $  --     $    25

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>


                 See accompanying notes and accountants' report.



<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary of  accounting  policies  for  Stonewall  Financial  LTD.  (a
development stage company) 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 December  31, 2000 and for the
three  month  period  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
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  December  31,  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


<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2000
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

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:


                                                        Per-Share
                              Income       Shares         Amount
                              ------       ------         ------
                             (Numerator)  (Denominator)

                                For the three months ended December 31, 2000
Basic Loss per Share
Loss to common shareholders  $   (1,496)     1,000,000   $         -
                             ==========  =============   ===========

                                For the three months ended December 31, 1999
Basic Loss per Share
Loss to common shareholders  $     (930)     1,000,000   $         -
                             ==========  =============   ===========

     The effect of outstanding  common stock  equivalents would be anti-dilutive
for December 31, 2000 and 1999 and are thus not considered.

Concentration of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging arrangements.

NOTE 2 - INCOME TAXES

     As of December 31, 2000, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $5,000 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 chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.


<PAGE>



                            STONEWALL FINANCIAL LTD.
                            ------------------------
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2000
                                   (Continued)

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 December 31, 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.

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 1999 and 1998 have been
restated to reflect the stock split.























<PAGE>



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 included herein, the inclusion of such information should not
be  regarded  as a  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 Stonewall  Financial  LTD., 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 the three  months  ended
December  31, 2000 or 1999  because it is a shell  company  that has not had any
business operations for the past three years.

     The  Company  had no costs of sales  revenues  for the three  months  ended
December  31, 2000 or 1999  because it is a shell  company  that has not had any
business  operations  for the past three  years.  The Company had no general and
administrative  expenses for the three month  period ended  December 31, 2000 or
for the same period in 1999.

     The Company recorded net loss of $1,496 for the three months ended December
31, 2000 and $930 for the three months ended December 31, 1999.

Capital Resources and Liquidity

     At December 31, 2000,  the Company had total current assets of $0 and total
assets of $0 as


<PAGE>



compared to $1,496 current assets and $1,496 total assets at September 30, 2000.
The Company had a net working  capital  surplus of $0 and $1,496 at December 31,
2000 and September 30, 2000.

     Net  stockholders'  equity in the Company was $0 and $1,496 as of December
31, 2000 and September 30, 2000.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

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

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)        EXHIBITS

     The  following  documents  are  filed  herewith  or have been  included  as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

           Exhibit No.         Exhibit

           *3                  Articles of Incorporation

           *3.1                Amended Articles of Incorporation

           *3.2                Bylaws




<PAGE>


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

     *  Incorporated   herein  by  reference  from  Registrant's  Form  10SB12G,
Registration Statement, dated December 22, 1999.










                                   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 12th day of February, 2001.

Stonewall Financial LTD.



/s/ Daniel L. Hodges
Daniel L. Hodges
President/CFO and Director

February 12, 2001