U.S. 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:     September 30, 2000
                                            ----------------------

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

          For the transition period from               to
                                          ------------------------------
                  Commission file number            000-29149
                                            ---------------------------------

                          WESTERN FINANCIAL CORPORATION
             -------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

       Wyoming                                            86-0970155
--------------------------------------------------------------------------------
(State or other jurisdiction                             (IRS Employer
 of incorporation or organization)                     Identification No.)

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

                                 (520) 577-1516
                            Issuer's telephone number


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

     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 X No




<PAGE>



                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


                      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:  September 30, 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


Western Financial Corporation
(A Development Stage Company)


     We have  reviewed  the  accompanying  balance  sheet of  Western  Financial
Corporation (a development  stage company) as of September 30, 2000 and December
31,  1999,  and the  related  statements  of  operations  for the three and nine
months,  and cash flows for the nine month periods ended  September 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
February 14, 2001




                                        3

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)


                                                      September 30, December 31,
                                                              2000       1999
                                                             -------    -------
ASSETS ...................................................   $  --      $  --
                                                             =======    =======


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable .......................................   $   511    $  --
  Accrued expenses .......................................      --         --
                                                             -------    -------

          Total Liabilities ..............................       511       --
                                                             -------    -------

Stockholders' Equity
Common stock (par value $.001), 100,000,000 shares
  authorized, issued 1,000,000 shares at September 30,
  2000 and December 31, 1999 .............................     1,000      1,000
Paid-In Capital ..........................................     2,350         75
Retained deficit .........................................    (1,050)    (1,050)
Deficit accumulated during development stage .............    (2,811)       (25)
                                                             -------    -------

          Total Stockholders' Equity .....................      (511)      --
                                                             -------    -------

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
















                 See accompanying notes and accountants' report

                                        4

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)





                                                                    Cumulative
                                                                    Since
                                                                    October 20,
                        For the Three Months For the Nine Months    1999
                                 Ended             Ended            Inception of
                                September 30,      September 30,    Development
                                  ---------------  ---------------
                                    2000    1999      2000   1999    Stage
                                  --------  -----  --------  -----  -------
Revenues .......................  $   --    $--    $   --    $--    $  --
                                  --------  -----  --------  -----  -------

Expenses
  Selling, general and .........       356           2,786            2,811
    administrative expenses ....             --        --
                                  --------  -----  --------  -----  -------

       Net Loss ................  $   (356) $--    $ (2,786) $--    $(2,811)
                                  ========  =====  ========  =====  =======



Basic & Diluted loss per
share ..........................  $   --    $--    $   --    $--    $  --
                                  ========  =====  ========  =====  =======





















                 See accompanying notes and accountants' report

                                        5

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)


                                                                     Cumulative
                                                                     Since
                                                                     October 20,
                                                                     1999
                                          For the nine months ended Inception of
                                                   September 30,     Development
                                                   ------------------
                                                    2000      1999      Stage
                                                   -------   --------  -------
Cash Flows from Operating Activities:
    Net Loss ....................................  $(2,786)  $   --    $(2,811)
    Increase (Decrease) in Accounts Payable .....      511       --        461
                                                   -------   --------  -------
        Net cash used in operating activities ...   (2,275)      --     (2,350)

Cash Flows from Investing Activities:
        Net cash provided by investing activities     --         --       --
                                                   -------   --------  -------

Cash Flows from Financing Activities:
    Capital contributed by shareholder ..........    2,275       --      2,350
    Issuance of Common Stock ....................     --         --       --
                                                   -------   --------  -------
         Net cash provided by
         financing activities ...................    2,275       --      2,350
                                                   -------   --------  -------

Net change in cash and cash equivalents .........     --         --       --
Cash and cash equivalents at beginning of year ..     --         --       --
                                                   -------   --------  -------

Cash and cash equivalents at end of year ........  $  --     $   --    $  --
                                                   =======   ========  =======

Supplemental Disclosure of Cash Flow
Information:
    Cash paid during the year for:
        Interest ................................  $  --     $   --    $  --
        Franchise and income taxes ..............  $  --     $   --    $    75

Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None





                 See accompanying notes and accountants' report

                                        6

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally  accepted  accounting  principles and with Form 10-QSB
requirements.  Accordingly,  they  do not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair  presentation  have been  included.  Operating  results for
three and nine month  period  ended  September  30,  2000,  are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2000.

Organization and Basis of Presentation

     The  Company  was  incorporated  under the laws of the state of  Wyoming on
September  16, 1997.  The Company  ceased all  operating  activities  during the
period from September 16, 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  September  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 the purpose of reporting cash flows,  the Company  considers all highly
liquid debt  instruments  purchased  with 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.




                                        7

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued)
                                   (Unaudited)

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

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 September 30, 2000

Basic Loss per Share
Loss to common shareholders  $       (356)      1,000,000   $         -
                             ============  ==============   ============

                             For the nine months ended September 30, 2000

Basic Loss per Share
Loss to common shareholders  $     (2,786)      1,000,000   $         -
                             ============  ==============   ============

                             For the three months ended September 30, 1999

Basic Loss per Share
Loss to common shareholders  $         -        1,000,000   $         -
                             ============  ==============   ============

                             For the nine months ended September 30, 1999
Basic Loss per Share
Loss to common shareholders  $         -        1,000,000   $         -
                             ============  ==============   ============

     The effect of outstanding  common stock  equivalents are  anti-dilutive for
September 30, 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.

Reclassification

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

                                        8

<PAGE>



                          WESTERN FINANCIAL CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued)
                                   (Unaudited)

NOTE 2 - INCOME TAXES

     As of September 30, 2000, the Company had a net operating loss carryforward
for income tax  reporting  purposes of  approximately  $3,900 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.

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 September 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 have been restated to
reflect the stock split.










                                        9

<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 Western Financial  Corporation,
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
September  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  months  ended
September  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 $356 and $2,786 in
general and  administrative  expenses  for the three and nine month period ended
September 30, 2000 and $0 for the same periods in 1999.

     The  Company  recorded  net loss of $356 and  $2,786 for the three and nine
months  ended  September  30, 2000  compared to $0 loss for the same  periods in
1999.




                                       10

<PAGE>



Capital Resources and Liquidity

     At September 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,  2000.  The  Company  had a net  working  capital  deficit of $511 and $0 at
September 30, 2000 and December 31, 1999.

     Net  stockholders'  deficit in the Company was $511 and $0 as of  September
30, 2000 and December 31, 1999.

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K


           (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


           *3.2                Bylaws


                                       11

<PAGE>



           *3.1                Amended Articles of Incorporation


           27                  Financial Data Schedule


     (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 January 26, 2000.

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.



                          WESTERN FINANCIAL CORPORATION
                         ------------------------------
                                  (Registrant)





DATE: February 28, 2001                             By:  /s/
     ------------------------                           ----
                                                    Daniel L. Hodges
                                                    President / CFO and Director









                                       12