<PAGE>   1
                      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 March 31, 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:  000-29137


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


                Wyoming                              86-0970130
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)




                 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 May 1, 2000 was 1,000,000.


<PAGE>   2



                              TABLE OF CONTENTS

                        PART I - FINANCIAL INFORMATION
<TABLE>
<S>                                                                           <C>
ITEM 1.  FINANCIAL STATEMENTS..................................................3

      Condensed Balance Sheets as of December 31, 1999
            and March 31, 2000.................................................5

      Condensed Statements of Operations
            for the Three Month Periods Ended
            March 31, 2000 and 1999............................................6

      Condensed Statements of Cash Flows
            for the Three Month Periods Ended
            March 31, 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
</TABLE>

                [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                     2


<PAGE>   3



                                    PART I

ITEM 1.  FINANCIAL STATEMENTS

      As used herein, the term "Company" refers to Equality
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 of the quarter ended March 31, 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>   4



                       INDEPENDENT ACCOUNTANTS' REPORT

Equality Investments Inc.
(A Development Stage Company)

      We have reviewed the accompanying balance sheets of
Equality Investments Inc. (a development stage company) as of
March 31, 2000, and the related statements of operations, and
cash flows for the three month period then ended.  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/ Robinson, Hill & Co.
                                    -------------------------------
                                    Certified Public Accountants

Salt Lake City, Utah
May 11, 2000

                                     4


<PAGE>   5




                       INDEPENDENT ACCOUNTANTS' REPORT

Equality Investments Inc.
(A Development Stage Company)

      We have reviewed the accompanying balance sheets of
Equality Investments Inc. (a development stage company) as of
March 31, 2000, and the related statements of operations, and
cash flows for the three month period then ended.  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/ Robinson, Hill & Co.
                                    -------------------------------
                                    Certified Public Accountants

Salt Lake City, Utah
May 11, 2000

                                     4


<PAGE>   6



                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                                BALANCE SHEETS
<TABLE>
<CAPTION>

                                           March 31,      December 31,
                                             2000             1999
                                         -------------  ----------------

<S>                                      <C>            <C>
ASSETS:                                  $           -  $              -
                                         =============  ================

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:

Accounts Payable                         $           -  $              -
                                         =============  ================
      Total Liabilities

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at

March 31, 2000 and December 31, 1999             1,000             1,000
  Paid-In Capital                                  955                75
  Retained Deficit                             (1,050)           (1,050)
  Deficit Accumulated During the
    Development Stage                            (905)              (25)
                                         -------------  ----------------
      Total Stockholders' Equity                     -                 -
                                         -------------  ----------------

     Total Liabilities and
       Stockholders' Equity              $           -  $              -
                                         =============  ================
</TABLE>









               See accompanying notes and accountants' report.

                                     5


<PAGE>   7



                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                             Cumulative
                                                                since
                                                               October
                                    For the three months      20, 1999
                                           ended              inception
                                         March 31,               of
                                 --------------------------  development
                                     2000         1999          stage
                                 -------------------------- -------------
<S>                              <C>          <C>           <C>
Revenues:                         $         - $           - $           -

Expenses:                                 880             -           905
                                 ------------ ------------- -------------
  General & Administrative

                                 ============ ============= =============
  Net Loss                       $      (880) $           - $       (905)
                                 ============ ============= =============

Basic & Diluted loss per share   $          - $           -
                                 ============ =============
</TABLE>














               See accompanying notes and accountants' report.

                                     6


<PAGE>   8



                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                  Cumulative
                                                                 Since October
                                          For the three months     20, 1999
                                           ended March 31,        Inception of
                                       -------------------------- Development
                                           1999          1998        Stage
                                       ------------  ------------ ------------
<S>                                   <C>            <C>          <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                               $      (880)  $          - $      (905)
Increase (Decrease) in Accounts                   -             -         (50)
Payable
                                       ------------  ------------ ------------
  Net Cash Used in operating                  (880)             -        (955)
activities
                                       ------------  ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing                    -             -            -
activities
                                       ------------  ------------ ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by                          880             -          955
shareholder
                                       ------------  ------------ ------------
Net Cash Provided by
  Financing Activities                          880             -          955
                                       ------------  ------------ ------------
Net (Decrease) Increase in
  Cash and Cash Equivalents                       -             -            -
Cash and Cash Equivalents
  at Beginning of Period                          -             -            -
                                       ------------  ------------ ------------
Cash and Cash Equivalents
  at End of Period                     $          -  $          - $          -
                                       ============  ============ ============
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<S>                                   <C>            <C>          <C>
Cash paid during the year for:
  Interest                             $          -  $          - $          -
  Franchise and income taxes           $          -  $          - $         75
</TABLE>

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

               See accompanying notes and accountants' report.

                                     7


<PAGE>   9


                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      This summary of accounting policies for Equality
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.

      The unaudited financial statements as of March 31, 2000 and
for the three months 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 June 19, 1997.  The Company ceased all operating
activities during the period from June 19, 1997 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 March 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 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>   10

                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued
<TABLE>
<CAPTION>
                                Income                Shares               Per-Share
                             (Numerator)           (Denominator)            Amount
                                 For the three months ended March 31, 2000
                                 -----------------------------------------
<S>                       <C>                    <C>                  <C>
BASIC LOSS PER SHARE
Loss to common
shareholders             $              (880)    $       1,000,000    $                 -
                         ====================    =================    ===================
<CAPTION>
                                 For the three months ended March 31, 1999
                                 -----------------------------------------
<S>                       <C>                    <C>                  <C>
BASIC LOSS PER SHARE
Loss to common
shareholders             $                  -    $       1,000,000    $                 -
                         ====================    =================    ===================
</TABLE>

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

Reclassification

      Certain reclassifications have been made in the 2000 and
1999 financial statements to conform with the March 31, 2000
presentation.

NOTE 2 - INCOME TAXES

      As of March 31, 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 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 March 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.

                                       9
<PAGE>   11


                          EQUALITY INVESTMENTS INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (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 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 Equality 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 the three months
ended March 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 March 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 months period ended December 31, 2000 or for the same
period in 1999.

                                     10


<PAGE>   12




The Company recorded net loss of $880 for the three months ended
March 31, 2000 compared to $0 loss for the same period in 1999.

CAPITAL RESOURCES AND LIQUIDITY

At March 31, 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 December 31, 1999.  The Company had a net
working capital deficit of $0 at March 31, 2000 and December 31,
1999.

Net stockholders' deficit in the Company was $0 as of March 31,
2000 and December 31, 1999.

                                     11


<PAGE>   13



                          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 11th day of
May, 2000.

Equality Investments Inc.

/s/   Daniel L. Hodges
   ------------------------
   Daniel L. Hodges                                                 May 11, 2000
   President/CFO and Director

                                     12


<PAGE>   14



                                EXHIBIT INDEX

Exhibit No.       Page No.          Description

27                12                Financial Data Schedule "CE"





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