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 June 30,
   2000.

[    ] Transition report under Section 13 or 15(d) of the
   Securities  Exchange Act of 1934 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 of  (I.R.S. Employer Identification
incorporation or organization)                 No.)




            5505 N. Indian Trail, Tucson, Arizona 85750
            ------------------------------------------
        (Address of principal executive office) (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  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 XX                   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.
                         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 CHANGES IN SECURITIES..........................................12

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


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





          [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]







                                 PAGE  2



                              PART I


ITEM 1.  FINANCIAL STATEMENTS

      As  used  herein,  the  term "Company"  refers  to  Stonewall
Financial  Ltd.,  a Wyoming corporation, and its  subsidiaries  and
predecessors  unless  otherwise  indicated.   Unaudited,  condensed
interim  financial  statements including a balance  sheet  for  the
Company  as  of  the quarter ended June 30, 2000 and statements  of
operations,  statements of shareholders equity  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]



                               PAGE  3




                  INDEPENDENT ACCOUNTANTS' 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 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 period 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 9, 2000



                                 PAGE  4


                     STONEWALL FINANCIAL LTD.
                   (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
    Development Stage                           (2,480)                 -
                                            -------------    ----------------
    Total Stockholders' Equity                    (250)                 -
                                            -------------    ----------------

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
























         See accompanying notes and accountants' report.



                               PAGE 5






















          See accompanying notes and accountants' report.
                     STONEWALL FINANCIAL LTD.
                   (A Development Stage Company)
                     STATEMENTS OF OPERATIONS






                                                                    Cumulative
                                                                      since
                     For the Three Months    For the Nine Months    October 20
                             Ended                 Ended          1999 Inception
                            June 30,              June 30,        of Development
                      --------------------  ---------------------      Stage
                        2000       1999       2000        1999    -------------
                        ----       ----       ----        ----

Revenues              $      -    $     -    $    -      $    -    $      -
                      ---------  ---------  --------    ---------  ----------

Expenses
   General and
Administrative           1,550          -      2,480           -      2,480
                      ---------  ---------   --------   ---------- ----------

       Net Loss       $ (1,550)   $     -    $(2,480)    $     -   $ (2,480)
                      =========  =========   ========    ========= ==========
Basic & Diluted
loss per share        $      -    $     -    $     -     $      -
                      =========  =========   ========    =========
























          See accompanying notes and accountants' report.

                                   PAGE  6




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


                                                                    Cumulative
                                                                   Since October
                              For the nine months ended               20,1999
                                     June 30,                       Inception of
                              --------------------------           Development
                               2000           1999                     Stage
                              ------------  ------------        ---------------


CASH FLOWS FROM OPERATING
-------------------------
ACTIVITIES:
----------
Net                            $  (2,480)      $     -            $  (2,480)
Adjustments to reconcile net
loss to net cash
Provided by operating
Activities
Increase (Decrease) in:
  Accounts Payable & Accrued         250              -                 175
                               ------------    ------------      -------------
Expenses
  Net Cash Used in operating
   activities                     (2,230)             -              (2,305)
                               ------------    ------------      -------------

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

CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
-----------
Capital contributed by
 Shareholder                        2,230             -                2,305
                               ------------    -----------       -------------
Net Cash Provided by
  Financing Activities              2,230             -                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              $       -       $     -            $       -
                               ============    ===========       =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
------------------------------------------------
Cash paid during the year for:
  Interest                      $       -       $      -           $       -
  Franchise and income taxes    $       -       $      -           $      75

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












          See accompanying notes and accountants' report.




                                PAGE  7




                     STONEWALL FINANCIAL LTD.
                   (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 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 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:


                                PAGE  8

                     STONEWALL FINANCIAL LTD.
                   (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  ACCOUNTING POLICIES
----------------------------------------------------------------------------


                        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
               ----------- ------------- ------ ----------- ------------ -----
Loss to
Common
Shareholders    $ (1,550)   1,000,000      $   -   $      -   1,000,000   $  -
              ============= ============= ======== ========= ============ =====

                        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
               ----------- ------------- -------- ----------- ------------ -----

Loss to
Common
Shareholders   $ (2,480)    1,000,000      $   -   $     -    1,000,000 $    -
               =========== ============= ======== =========== =========== ======

      The effect of outstanding stock equivalents are 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
$3,000  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  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.



                                PAGE  9



                     STONEWALL FINANCIAL LTD.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                            (Continued)

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.

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.


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  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.



                                 PAGE  10



Results of Operations
----------------------

      The Company had no sales or 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 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 month periods  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, 1999.





                                PAGE  11




                     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

None.


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 9th  day  of  August,
2000.

Stonewall Financial Ltd.



/s/  Daniel L. Hodges
-----------------------
  Daniel L. Hodges                                     August 9, 2000
  President/CFO and Director




                                 PAGE 12



                           EXHIBIT INDEX


Exhibit No.    Page No.       Description

    27           12             Financial Data Schedule "CE"
[TYPE]EX-27

[DESCRIPTION]FDS


                                    PAGE  13



[ARTICLE]      5

     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM  THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED  JUNE
30,  2000 THAT WERE FILED WITH THE COMPANY'S REPORT ON FORM  10-QSB
AND  IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO  SUCH  FINANCIAL
STATEMENTS.



[CIK]                         0001101370
[NAME]                   STONEWALL FINANCIAL LTD.
[MULTIPLIER]                       1,000
[CURRENCY]                         U.S. Dollars

[PERIOD-TYPE]                 9-MOS
[FISCAL-YEAR-END]             SEP-30-2000
[PERIOD-START]                APR-1-2000
[PERIOD-END]                  JUN-30-2000
[EXCHANGE-RATE]               1
[CASH]                        0
[SECURITIES]                  0
[RECEIVABLES]                 0
[ALLOWANCES]                  0
[INVENTORY]                   0
[CURRENT-ASSETS]              0
[PP&E]                        0
[DEPRECIATION]                0
[TOTAL-ASSETS]                0
[CURRENT-LIABILITIES]         0
[BONDS]                       0
[PREFERRED-MANDATORY]         0
[PREFERRED]                   0
[COMMON]                      1
[OTHER-SE]                    (1)
[TOTAL-LIABILITY-AND-EQUITY]  0
[SALES]                       0
[TOTAL-REVENUES]              0
[CGS]                         0
[TOTAL-COSTS]                 0
[OTHER-EXPENSES]              2
[LOSS-PROVISION]              0
[INTEREST-EXPENSE]            0
[INCOME-PRETAX]               (2)
[INCOME-TAX]                  0
[INCOME-CONTINUING]           (2)
[DISCONTINUED]                0
[EXTRAORDINARY]               0
[CHANGES]                     0
[NET-INCOME]                  (2)
[EPS-BASIC]                   0
[EPS-DILUTED]                 0


#743671


                                PAGE  14