16
                 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:  000-28653


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



            Wyoming                         86-0970005
(State or other jurisdiction of  (I.R.S. Employer Identification
incorporation or organization)                 No.)




            10130 E. Winding Trail, Tucson, Arizona 85749
             ------------------------------------------
         (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 Granite  Cliffs,
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  June  30,  2000  and  statements  of  operations  and
statements  of cash flows for the interim period up to  the  date  of
such balance sheet and the comparable period of the preceding year.



           [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]





                               PAGE  3


                   INDEPENDENT ACCOUNTANTS' REPORT





Granite Cliffs, Inc.
(A Development Stage Company)



      We  have  reviewed the accompanying balance sheets  of  Granite
Cliffs,  Inc. (a development stage company) as of June 30,  2000  and
September 30, 1999, and the related statements of operations for  the
three  and nine month periods ended June 30, 2000 and 1999, and  cash
flows  for the nine month 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

                        GRANITE CLIFFS, INC.
                    (A Development Stage Company)
                         BALANCE SHEETS



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

ASSETS:                                       $      -         $       -
                                           ==============    ================
LIABILITIES & STOCKHOLDERS'EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses           $     55         $       -
                                           --------------    ----------------
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                                1,005                75
  Retained Deficit                              (1,075)           (1,075)
  Deficit Accumulated During the
    Development Stage                             (985)                -
                                            -------------    ----------------
    Total Stockholders' Equity                     (55)                -
                                            -------------    ----------------

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





















         See accompanying notes and accountants' report.



                               PAGE 5


                             GRANITE CLIFTS, INC
                        (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             (55)          -     (985)           -           (985)
                      ---------  ---------   --------   ----------   -----------

       Net Loss       $    (55)   $     -    $ (985)    $     -     $     (985)
                      =========  =========   ========    =========   ===========
Basic & Diluted
loss per share        $      -    $     -    $     -     $      -
                      =========  =========   ========    =========



























         See accompanying notes and accountants' report.


                               PAGE  6




                        GRANITE CLIFFS, INC.
                    (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                               $    (985)      $     -         $     (985)
Adjustments to reconcile net
loss to net cash
Provided by operating
activities
Increase (Decrease) in:
  Accounts Payable & Accrued             55              -               (20)
                                 ------------    ------------     --------------
Expenses
  Net Cash Used in operating
   activities                           (930)             -           (1,005)
                                 ------------    ------------     --------------

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

CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
-----------
Capital contributed by
 shareholder                             930             -             1,005
                                  ------------    -----------      -------------
Net Cash Provided by
  Financing Activities                   930             -             1,005
                                  ------------    -----------      -------------

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

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










         See accompanying notes and accountants' report.




                               PAGE  7




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


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      This summary of accounting policies for Granite Cliffs, Inc. (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 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 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  March  22,  1996.   The  Company  ceased  all  operating
activities during the period from March 22, 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



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


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT 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    $    (55)   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   $    (985)    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
$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.



                                          PAGE  9



                        GRANITE CLIFFS, INC.
                    (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 2000 and 1999 have been restated to reflect
the stock split.


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

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

      As  used  herein  the term "Company" refers to Granite  Cliffs,
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  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.



                                    PAGE  10



      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 $55 and $985 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 $55 and $985 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 $55 and $0 at June 30, 2000 and September 30, 1999.

      Net  stockholders' deficit in the Company was $55 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.

Granite Cliffs, Inc.



/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"























                                      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]                         0001101353
[NAME]                   GRANITE CLIFFS, INC.
[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]              1
[LOSS-PROVISION]              0
[INTEREST-EXPENSE]            0
[INCOME-PRETAX]               (1)
[INCOME-TAX]                  0
[INCOME-CONTINUING]           (1)
[DISCONTINUED]                0
[EXTRAORDINARY]               0
[CHANGES]                     0
[NET-INCOME]                  (1)
[EPS-BASIC]                   0
[EPS-DILUTED]                 0



#764109


                                    PAGE  14