UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                   For the quarterly period ended      May 31, 2001
                                                       ------------

                                       OR

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

           For the transition period from              to
                                          -------------    ------------

Commission File No. 0-29035

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

         Nevada                                         88-0354942
-------------------------------              -----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

4291 Old Nine Foot Road, Winter Haven, FL                              33880
-------------------------------------------                        -------------
(Address of principal executive offices)                             (Zip Code)

Issuer's telephone number, including area code  (863) 295-5320
                                                --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.   [X] Yes   [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         1,121,000 shares of common stock outstanding as of July 1, 2001

<PAGE>


                           PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                                  Balance Sheet
                            As of the Date Indicated
<TABLE>
<CAPTION>



                                                              Unaudited                                                   Unaudited
                                                              31-May-01   28-Feb-01   29-Feb-00   28-Feb-99   28-Feb-98   28-Feb-97
                                                               --------    --------    --------    --------    --------    --------
ASSETS
<S>                                                            <C>         <C>         <C>         <C>         <C>         <C>
  Current assets:
     Cash                                                      $      0    $      0    $      0    $      0    $      0    $      0
                                                               --------    --------    --------    --------    --------    --------

         Total Current Assets                                         0           0           0           0           0           0
                                                               --------    --------    --------    --------    --------    --------

         Total Assets                                          $      0    $      0    $      0    $      0    $      0    $      0
                                                               ========    ========    ========    ========    ========    ========


LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Accounts payable                                          $ 17,413    $  2,413    $      0    $      0    $      0    $      0
     Advance payable to officer                                   1,000       1,000       1,000           0           0           0
                                                               --------    --------    --------    --------    --------    --------

         Total Current Liabilities                               18,413       3,413       1,000           0           0           0


  Shareholders' Equity:
     Common stock, stated value $0.001;
     authorized 75,000,000 shares, 1,121,000
     issued and outstanding                                       1,121       1,121       1,121       1,121       1,121       1,121
     Accumulated deficit during the development stage           (19,534)     (4,534)     (2,121)     (1,121)     (1,121)     (1,121)
                                                               --------    --------    --------    --------    --------    --------

             Total shareholders deficit                         (18,413)     (3,413)     (1,000)          0           0           0
                                                               --------    --------    --------    --------    --------    --------

         Total Liabilities & Shareholders' Equity              $      0    $      0    $      0    $      0    $      0    $      0
                                                               ========    ========    ========    ========    ========    ========
</TABLE>




Please see the accompanying notes to the financial statements.


                                       2
<PAGE>



                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                             Statement of Operations
                      As of the Three Months & Years Ending

<TABLE>
<CAPTION>


                                           Unaudited
                                           Three mos.                                                                   Unaudited
                                           31-May-01       28-Feb-01       29-Feb-00       28-Feb-99      28-Feb-98     28-Feb-97
                                          -----------     -----------     -----------     -----------    -----------    -----------
<S>                                       <C>             <C>             <C>             <C>            <C>            <C>
Sales revenues                            $         0     $         0     $         0     $         0    $         0    $         0
                                          -----------     -----------     -----------     -----------    -----------    -----------

Total revenues                                      0               0               0               0              0              0

Less administrative expenses                   15,000           2,413           1,000               0              0          1,121
                                          -----------     -----------     -----------     -----------    -----------    -----------

Net loss before tax provision                 (15,000)         (2,413)         (1,000)              0              0         (1,121)

Provision for income tax                            0               0               0               0              0              0
                                          -----------     -----------     -----------     -----------    -----------    -----------


Net Loss                                  $   (15,000)    $    (2,413)    $    (1,000)    $         0    $         0    $    (1,121)
                                          ===========     ===========     ===========     ===========    ===========    ===========


Earnings per common share:
Basic and fully diluted                   $     (0.01)    $     (0.00)    $     (0.00)    $      0.00    $      0.00    $     (0.00)

Weighted average:
Basic and fully diluted                     1,121,000       1,121,000       1,121,000       1,121,000      1,121,000      1,056,504
</TABLE>



Please see the accompanying notes to the financial statements.


                                       3
<PAGE>


                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                             Statement of Cash Flows
                      As of the Three Months & Years Ending
<TABLE>
<CAPTION>


                                                           Unaudited
                                                           Three mos.                                                     Unaudited
                                                           31-May-01     28-Feb-01    29-Feb-00   28-Feb-99    28-Feb-98  28-Feb-97
                                                           ---------     ---------    ---------   ---------    ---------  ---------
<S>                                                         <C>          <C>          <C>          <C>         <C>         <C>
Operating Activities:
  Net income (loss)                                         ($15,000)    ($ 2,413)    ($ 1,000)    $      0    $      0    ($ 1,121)

Changes in other operating assets
  and liabilities:
    Accounts payable                                          15,000        2,413            0            0           0           0
                                                            --------     --------     --------     --------    --------    --------

Net cash used by operations                                        0            0       (1,000)           0           0      (1,121)

Financing Activities:
     Issuance of common stock                                      0            0            0            0           0       1,121
     Advance from officer                                          0            0        1,000            0           0           0
                                                            --------     --------     --------     --------    --------    --------

Net cash provided by financing activities                          0            0        1,000            0       1,121       1,121
                                                            --------     --------     --------     --------    --------    --------

  Net decrease in cash during fiscal year                          0            0            0            0           0           0

  Cash balance at beginning of fiscal year                         0            0            0            0           0           0
                                                            --------     --------     --------     --------    --------    --------

 Cash balance at end of fiscal year                         $      0     $      0     $      0     $      0    $      0           0
                                                            ========     ========     ========     ========    ========    ========



Supplemental disclosures of cash flow information:
  Interest paid during the period                           $      0     $      0     $      0     $      0    $      0    $      0

    Income taxes paid during the period                     $      0     $      0     $      0     $      0    $      0    $      0
</TABLE>



Please see the accompanying notes to the financial statements.



                                       4
<PAGE>


                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                  Statement of Changes in Shareholders' Equity
                         From Inception to May 31, 2001
<TABLE>
<CAPTION>

                                                                                                         Accumulated
                                                                                                        Deficit During
                                                                               Common        Stated       Development
                                                                               Shares         Value          Stage            Total
                                                                              ---------     ---------    -------------    ---------
<S>                                                                           <C>           <C>            <C>            <C>
Balance at inception, March 12, 1996                                                  0     $       0      $       0      $       0

Issuance of common stock                                                      1,121,000         1,121             --          1,121

Net income (loss) for the fiscal year                                                --            --         (1,121)        (1,121)
                                                                              ---------     ---------      ---------      ---------
              Balance at February 28, 1997 (unaudited)                        1,121,000         1,121         (1,121)             0

Net income (loss) for the fiscal year                                                --            --              0              0
                                                                              ---------     ---------      ---------      ---------

Balance at February 28, 1998                                                  1,121,000         1,121         (1,121)             0

Net income (loss) for the fiscal year                                                --            --              0              0
                                                                              ---------     ---------      ---------      ---------

Balance at February 28, 1999                                                  1,121,000         1,121         (1,121)             0

Net income (loss) for the fiscal year                                                --            --         (1,000)        (1,000)
                                                                              ---------     ---------      ---------      ---------

Balance at February 29, 2000                                                  1,121,000         1,121         (2,121)        (1,000)

Net income (loss) for the fiscal year                                                --            --         (2,413)        (2,413)
                                                                              ---------     ---------      ---------      ---------

Balance at February 28, 2001                                                  1,121,000         1,121         (4,534)        (3,413)

Net income (loss) for the three months                                               --            --        (15,000)       (15,000)
                                                                              ---------     ---------      ---------      ---------

Balance at May 31, 2001 (Unaudited)                                           1,121,000     $   1,121      ($ 19,534)     ($ 18,413)
                                                                              =========     =========      =========      =========
</TABLE>


Please see the accompanying notes to the financial statements.



                                       5
<PAGE>


                             Solar Enterprises, Inc.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)


Note 1- Organization and Summary of Significant Accounting Policies

Solar Enterprises, Inc., (the Company), was organized in the state of Nevada in
March 1996. The Company has had no business operations to date.

Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting principals requires management to make certain
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 may differ from these estimates.

Development Stage Company- The Company has no revenues since its inception and
its activities have been limited to a developmental nature. The Company has
therefore treated its activities as a development stage company as per Statement
of Financial Accounting Standards (SFAS) No. 7, Accounting and reporting by
Development Stage Enterprises. As per SFAS No.7, financial transactions are
accounted for as per generally accepted accounted principles. Costs incurred
during the development stage are accumulated in "losses accumulated during the
development stage" and are reported in the Shareholders' Equity section of the
balance sheet. The annual financial statements are presented each fiscal year
and for the three months ended May 31, 2001 since the Company's inception for
comparative purposes.

Income taxes- The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No. 109 (SFAS No. 109), "Accounting for Income
Taxes". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.

Note 2- Net Loss Per Share

The Company applies SFAS No. 128, Earnings Per Share, to calculate net loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based upon the weighted average of common shares outstanding during the
fiscal year and the three months ended May 31, 2001. The Company has no
financial instruments outstanding that are convertible into common stock at May
31, 2001.


                                       6
<PAGE>


Note 3- Going Concern

The accompanying financial statements have been presented in accordance with
generally accepted accounting principles, which assumes the continuity of the
Company as a going concern. However, during the twelve months ending February
28, 2001 and in the prior several fiscal years, the Company has had no business
operations. The Company has incurred net losses of $21,534 from inception
through May 31, 2001 and the Company's auditors have expressed significant doubt
as to the Company's ability to continue to operate as a going concern.

Management's plans with regard to this matter is as follows:

The Company's plan is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Securities Exchange Act of 1934 (the "Exchange Act"). Management does not intend
to restrict the search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. Management anticipates that it will be able to participate in
only one potential business venture because the Company has nominal assets and
limited financial resources.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. The Company may acquire
assets and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

Item 2. Management's Discussion and Analysis of Financial Condition
-------------------------------------------------------------------

Plan of Operation
-----------------

         The Registrant intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Registrant has no particular acquisitions in mind and, as of the
date of this report, has not entered into any negotiations regarding such an
acquisition. The Registrant's officers, directors, promoters or affiliates have
engaged in very limited discussions with representatives of several other
companies regarding the possibility of an acquisition or merger between the
Registrant and such other companies, but as of the date hereof, there has been
no definitive agreement for an acquisition or merger.

         The Registrant has no full time or part-time employees. In May 2001,
Hagit Bernstein resigned as president and secretary of the Registrant. Frank
Dolney, a director, was appointed president and treasurer, and Roman Fisher, a
director, was appointed secretary. Neither of the officers and directors
currently devote or anticipate devoting more than ten (10%) percent of their
time to the Registrant's activities. They have, however, agreed to allocate a
portion of their time to the activities of the Registrant, without compensation.
The Board may determine that it is in the best interests of the Registrant to
possibly appoint officers who will be able to devote more time to the affairs of
the Registrant as potential opportunities for mergers or acquisitions occur, as
to which no assurances can be given. Presently, because of the minimal time
spent per month on the business affairs of the Registrant by the officers,
conflicts of interest may arise with respect to the limited time commitment by
such officers.


                                       7
<PAGE>


         As noted by the Registrant's independent auditors in the report dated
May 31, 2001, there is a concern as to the ability of the Registrant to continue
to operate as a going concern since the Registrant has no revenues. The
Registrant has no full time or part time employees and Registrant's's officers
and directors have agreed to allocate a portion of their time for no
compensation. Therefore, the expenses of the Registrant are generally confined
to annual filing fees and the associated legal and accounting fees for filing
reports under the Securities Exchange Act of 1934. The sources of funds for
these expenses continues to be non-interest bearing advances from the officers
and directors. In the event that this support is withdrawn, the ability of the
Registrant to continue to operate as a going concern or to implement its plans
for future acquisitions and/or mergers would be severely limited, if not
impossible.

General Business Plan
---------------------

         The Registrant's plan is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which desires
to seek the perceived advantages of a corporation which has a class of
securities registered under the Securities Exchange Act of 1934 (the "Exchange
Act"). Management does not intend to restrict the search to any specific
business, industry, or geographical location and the Registrant may participate
in a business venture of virtually any kind or nature. Management anticipates
that it will be able to participate in only one potential business venture
because the Registrant has nominal assets and limited financial resources. This
lack of diversification should be considered a substantial risk to the
Registrant's shareholders because it will not permit the Registrant to offset
potential losses from one venture against gains from another.

         The Registrant may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The
Registrant may acquire assets and establish wholly-owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.

         It is anticipated that the selection of a business opportunity in which
to participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for stockholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.

         The Registrant has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. However,
management believes the Registrant will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a business
combination for the owners of a target .

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Registrant, none of
whom is a professional business analyst. In analyzing prospective business
opportunities, management may consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not
foreseeable now, but which may be anticipated to impact the Registrant's
proposed activities; the potential for growth or expansion; the potential for


                                       8
<PAGE>


profit; the perceived public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors. This discussion of the
proposed criteria is not meant to be restrictive of the Registrant's virtually
unlimited discretion to search for and enter into potential business
opportunities.

         The Exchange Act requires that any merger or acquisition candidate
comply with certain reporting requirements, which include providing audited
financial statements to be included in the reporting filings made under the
Exchange Act. The Registrant will not acquire or merge with any company for
which audited financial statements cannot be obtained at or within the required
period of time after closing of the proposed transaction.

         The Registrant may enter into a business combination with a business
entity that desires to establish a public trading market for its shares. A
target company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Registrant. Such consequences may include, but are not limited to, time delays
of the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public stockholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.

         The Registrant does not intend to restrict its search for any specific
kind of business entities, but may acquire a venture, which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict at this
time the status of any business in which the Registrant may become engaged, in
that such business may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages which the
Registrant may offer.

         Management, which in all likelihood will not be experienced in matters
relating to the business of a target company, will rely upon its own efforts in
accomplishing the Registrant's business purposes. Following a business
combination, the Registrant may benefit from the services of others in regard to
accounting, legal services, underwriting and corporate public relations. If
requested by a target company, management may recommend one or more
underwriters, financial advisors, accountants, public relations firms or other
consultants to provide such services.

         A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Registrant only on the condition that the services of a consultant or advisor
are continued after a merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

         It is anticipated that the Registrant will incur nominal expenses in
the implementation of its business plan described herein. Because the Registrant
has no capital with which to pay these anticipated expenses, present management
of the Registrant will pay these charges with their personal funds, as interest
free loans to the Registrant or as capital contributions. However, if loans, the
only opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Registrant will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.

         The Registrant has no current plans, proposals, arrangements, or
understandings with respect to the sale or issuance of additional securities
prior to the location of and agreement with an acquisition or merger candidate.


                                       9
<PAGE>


Forward-Looking Information
---------------------------

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements made by the Registrant in its
disclosures to the public. There is certain information contained herein, in the
Registrant's press releases and in oral statements made by authorized officers
of the Registrant which are forward-looking statements, as defined by such Act.
When used herein, in the Registrant's press releases and in such oral
statements, the words "estimate", "project", "anticipate", "expect", "intend",
"believe", "plans", and similar expressions are intended to identify
forward-looking statements. Because such forward-lookingstatements involve risks
and uncertainties, there are important factors that could cause actual results
to differ materially from those expressed or implied by such forward-looking
statements.



                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K


(a)      The following exhibits are included in this filing:

         None

(b)      Reports on Form 8-K:

         A Form 8-K was filed with the Commission on May 7, 2001.




                                       10
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                              SOLAR ENTERPRISES, INC.

Dated:   July 20, 2001                        By: /s/ Frank Dolney
                                                  ---------------------------
                                                      Frank Dolney, President




                                       11