U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 FORM 10-QSB

 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
              1934 for the Quarterly Period Ended January 31, 2001

Commission file number 000-29181
                       ---------

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

       Colorado                                              84-1493153
       --------                                              ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

           7899 West Frost Drive, Littleton, Colorado     80128
           ----------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

                                303-979-3224
                                ------------
                        (Issuer's telephone number)

                               Not applicable
                               --------------
(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
                                                     -------          -------

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

As of January 31, 2001, 1,230,000 shares of common stock, no par value, were
outstanding.



                                     INDEX

                                                                       Page
                                                                       ----

PART I--FINANCIAL INFORMATION

     Item 1.  Financial Statements*

     Condensed balance sheet - January 31, 2001 (Unaudited)               3

     Condensed statements of operations (Unaudited) - Three months ended
       January 31, 2001 and 2000; nine months ended January 31, 2001 and
       2000; and April 9, 1998 (inception) through January 31, 2001       4

     Condensed statements of cash flows (Unaudited) - Nine months ended
       January 31, 2001 and 2000 and April 9, 1998 (inception) through
       January 31, 2001                                                   5

     Notes to condensed financial statements (Unaudited)                  6

     Item 2.  Plan of operation                                           8

PART II--OTHER INFORMATION                                                8

     Item 1.  Legal Proceedings
     Item 2.  Changes in Securities
     Item 3.  Defaults Upon Senior Securities
     Item 4.  Submission of Matters to a Vote of Security Holders
     Item 5.  Other Information
     Item 6.  Exhibits and Reports on Form 8-K

     Signatures                                                           9

     *The accompanying financial statements are not covered by an Independent
     Certified Public Accountant's report.



                                       2



                              BOEING RUN, INC.
                              ----------------
                        A Development Stage Company
                        ---------------------------

                          Condensed Balance Sheet

                              January 31, 2001
                                (Unaudited)



Assets
  Accounts receivable, related party (Note B)                   $         106
                                                                ==============



Liabilities and Shareholders' Deficit
Liabilities
  Accounts payable and accrued liabilities                      $         283
  Due to, related party (Note B)                                        3,914
                                                                --------------
                                              Total liabilities         4,197

Shareholders' deficit
  Common stock                                                          2,800
  Additional paid-in capital                                            1,373
  Deficit Accumulated during the development stage                     (8,264)
                                                                --------------
                                    Total shareholders' deficit        (4,091)
                                                                --------------

                                                                $         106
                                                                ==============



           See accompanying notes to condensed financial statements

                                       3



<TABLE>


                                                                    BOEING RUN, INC.
                                                              A Development Stage Company

                                                          Condensed Statements of Operations
                                                                        (Unaudited)

<CAPTION>

                                                                                                             April 9, 1998
                                                                                                              (inception)
                                                Three Months Ended               Nine Months Ended              through
                                                    January 31,                     January 31,               January 31,
                                         ______________    ______________ ______________  ______________     ______________
                                              2001              2000           2001            2000               2001
                                         ______________    ______________ ______________  ______________     ______________
<S>                                      <C>               <C>            <C>             <C>                <C>
Interest Income                          $           -     $           9  $           -   $          33      $         106

Cost and expenses                                  500                 -          2,284               -              6,870

Cost and expenses, related party (Note B)          300               766            900           1,128              1,500
                                         --------------    -------------- --------------  --------------     --------------
            Net loss before income taxes          (800)             (757)        (3,184)         (1,095)            (8,264)

Income taxes                                         -                 -              -               -                  -
                                         --------------    -------------- --------------  --------------     --------------

                                Net loss $        (800)    $        (757) $      (3,184)  $      (1,095)     $      (8,264)
                                         ==============    ============== ==============  ==============     ==============

Basic (loss) per common share            $           *     $           *  $           *   $           *      $       (0.01)
                                         ==============    ============== ==============  ==============     ==============
Weighted average common
  shares outstanding                         1,230,000         1,230,000      1,230,000       1,230,000          1,230,000
                                         ==============    ============== ==============  ==============     ==============
</TABLE>

* Less than $.01 per share


           See accompanying notes to condensed financial statements

                                       4




                              BOEING RUN, INC.
                              ----------------
                        A Development Stage Company
                        ---------------------------

                    Condensed Statements of Cash Flows
                                (Unaudited)

                                                                April 9, 1998
                                                                 (inception)
                                       Nine Months Ended           through
                                          January 31,             January 31,
                                     2001              2000          2001
                                 ------------      ------------ --------------

          Net cash used in       $    (3,960)      $    (1,058) $      (9,087)
            operating activities ------------      ------------ --------------

Cash flows from financing
  activities:
  Advances from affiliate
    (Note B)                           3,438                58          6,914
  Sale of common stock                     -                 -          2,300
  Offering costs incurred                  -                 -           (127)
                                 ------------      ------------ --------------
          Net cash provided by
            financing activities       3,438                58          9,087
                                 ------------      ------------ --------------

Change in cash                          (522)           (1,000)             -
Cash, beginning of period                522             2,084              -
                                 ------------      ------------ --------------

             Cash, end of period $         -       $     1,084  $           -
                                 ============      ============ ==============

Supplemental disclosure of
  cash flow information:
  Cash paid during the
    period for:
    Interest                     $         -       $         -  $           -
                                 ============      ============ ==============
    Income taxes                 $         -       $         -  $           -
                                 ============      ============ ==============



           See accompanying notes to condensed financial statements

                                       5



                              BOEING RUN, INC.
                              ----------------
                        A Development Stage Company
                        ---------------------------

                NOTES TO CONDENSED FINANCIAL STATEMENTS
                               (Unaudited)

Note A:  Basis of Presentation

The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
for the year ended April 30, 2000 as filed in its Form 10-KSB on July 28, 2000
and should be read in conjunction with the notes thereto.  The Company entered
the development stage in accordance with Statement of Financial Accounting
Standard ("SFAS") No. 7 on April 9, 1998 and its purpose is to evaluate,
structure, and complete a merger with, or acquisition of, a privately owned
corporation.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made.  The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B:  Related Party Transactions

The Company issued Corporate Management Services (the "affiliate") 1,000,000
shares of common stock in exchange for services related to management and
organization costs of $500.  The affiliate provides administrative and
marketing services as needed.   The affiliate may, from time to time, advance
to the Company any additional funds that the Company needs for operating
capital and for costs in connection with searching for or completing an
acquisition or merger.

On behalf of the Company, the affiliate sold 230,000 shares of the Company's
common stock in a private placement for $2,300.  The private placement, which
closed in July 1998, also included the offering of common shares in nineteen
other corporations.  The costs related to the offering and certain legal fees
and general and administrative fees were allocated to each of the twenty
companies participating in the offering.  The Company's pro rata one twentieth
share of the costs and expenses were deducted from the gross proceeds from the
sale of the Company's common shares. The gross proceeds of $2,300 were
transferred to the Company net of offering costs of $127 and certain general
and administrative costs incurred by the affiliate of  $89.

At April 30, 2000 the Company owed the affiliate $476 for certain legal and
accounting expenses paid by the affiliate on behalf of the Company.  During
the three and nine months ended January 31, 2001 the affiliate paid an
additional $1,848 and $3,438 respectively, in legal, accounting, and general
and administrative expenses on behalf of the Company, which resulted in a net
due to the affiliate at January 31, 2001 of $3,914.



                                       6



                              BOEING RUN, INC.
                              ----------------
                        A Development Stage Company
                        ---------------------------

                NOTES TO CONDENSED FINANCIAL STATEMENTS
                               (Unaudited)

On November 1, 1999 the Company began incurring an expense of $100 per month
for rent and other administrative services which are performed by Corporate
Management Services on behalf of the Company. For the three and nine months
ended January 31, 2001, the Company had incurred rent and administrative
service expenses of $300 and $900 respectively, which has been credited to
additional paid-in capital.

Note C:  Income Taxes

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes".  The Company
incurred net operating losses during the three periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $0 income taxes.



                                       7



Part I--Item 2.  Plan of Operation

The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by the Company as a result of its having a class of
securities registered under the Exchange Act.  There have been no revenues
from operations since formation, and none are anticipated prior to completing
a business combination.  The Company has no full time employees, incurs
nominal rent and administrative expenses of $100 per month, and has no other
recurring operational expenses except professional fees incurred as necessary.
The Company's president continues to devote approximately ten (10) hours per
month, without compensation, to the affairs of the Company.  The Company does
not anticipate raising any additional funds in the next twelve (12) months,
and has no present plans to acquire any assets or make any investments prior
to completing a business combination.

To date, the Company has not identified a suitable target entity for any type
of business combination, and management has no particular type of merger,
acquisition, or business opportunity in mind.  No restrictions have been
placed on management's discretion to seek out and participate in an
appropriate business opportunity.  Due to limited financial resources it is
anticipated that only a single potential business venture will be pursued.

Selection of an appropriate business opportunity is complex and risky due to
the Company's limited financial resources, the speculative nature of
operations, management's limited time commitment to the Company, management's
potential conflicts of interest, the burdens of being a reporting company,
lack of market research, and competition in the marketplace.  The Company's
success is dependent upon locating and consummating a business combination,
and there are no assurances that this will occur.

Part II--Other Information

Items 1 through 5

No response required.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

       None

(b)  Reports on Form 8-K

       None



                                       8



                                   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.

                                           Boeing Run, Inc.



Date:  March 16, 2001                      By:  /s/ George G. Andrews
                                                ---------------------
                                                George G. Andrews, President



                                       9