U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

For the quarter ended: March 31, 2000

Commission file no.   000-29229


                              Pizza Group, Inc. #1
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           Florida                                         65-0950424
------------------------------------        ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification no.)
incorporation or organization)

4718 Lillian Avenue
Palm Beach Gardens, FL                                           33418
---------------------------------                      -------------------------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number: (561) 694-9425

Securities to be registered under Section 12(b) of the Act:

    Title of each class                           Name of each exchange on which
    to be so registered                           Each class to be registered

           None                                                     None
-----------------------------------               -----------------------------
Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                              Mintmire & Associates
                              265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                              Tel: (561) 832-5696 - Fax: (561) 659-5371




<PAGE>



     Indicate by 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
                ----                ----

           As of March 31, 2000,  there are 5,650,000  shares of voting stock of
the registrant issued and outstanding.








































<PAGE>



PART I

Item 1.      Financial Statements



INDEX TO THE FINANCIAL STATEMENTS


Independent Auditor's Report...............................................F-2

Balance Sheet..............................................................F-3

Statement of Operations and Accumulated Deficit............................F-4

Statement of Cash Flows....................................................F-5

Notes to Financial Statements..............................................F-6












                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT




<PAGE>





The Board of Directors and Stockholders
Pizza Group, Inc. #1
Palm Beach, Florida


We have  reviewed the  accompanying  balance  sheet of Pizza  Group,  Inc. #1 (a
Florida  corporation and a development  stage company) as of March 31, 2000, and
the  related  statements  of  Operation  and  Deficit   accumulated  during  the
development  stage,  and Cash Flows for the six months then ended, in accordance
with  Statements on Standards for Accounting and Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  financial  statements is the  representation  of the  management of Pizza
Group, Inc. #1.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based  upon our  review,  we are not aware of any  material  modifications  that
should be made to the accompanying  financial statements in order for them to be
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Dorra Shaw & Dugan
Certified Public Accountants
May 12, 2000









                                       F-2




<PAGE>



<TABLE>
<CAPTION>
Pizza Group, Inc. #1
( A Development Stage Company)

BALANCE SHEET





March 31,                                                                            2000
----------------------------------------------------------------------- ------------------
<S>                                                                     <C>

ASSETS

Current Assets:
                                                                   Cash $           5,850
----------------------------------------------------------------------- ------------------

TOTAL CURRENT ASSETS                                                                5,850
----------------------------------------------------------------------- ------------------

                                                                        $           5,850
----------------------------------------------------------------------- ------------------


LIABILITIES

Current Liabilities:
     Accrued expenses                                                   $           2,000
----------------------------------------------------------------------- ------------------

TOTAL CURRENT LIABILITIES                                                           2,000
----------------------------------------------------------------------- ------------------

                                                                        $           2,000
----------------------------------------------------------------------- ------------------


STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 share authorized
           5,650,000 shares issued and outstanding                                    565
     Preferred stock - No par value - 10,000,000 shares authorized

           No shares issued or outstanding                                              -
     Additional paid-in-capital                                                    10,365
     Deficit accumulated during development stage                                 (7,080)

----------------------------------------------------------------------- ------------------

TOTAL STOCKHOLDERS' EQUITY                                                          3,850
----------------------------------------------------------------------- ------------------

                                                                        $           5,850
----------------------------------------------------------------------- ------------------
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-3



<PAGE>



<TABLE>
<CAPTION>
Pizza Group, Inc. #1
( A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
     ACCUMULATED DURING THE DEVELOPMENT STAGE





For the six months ended March 31,                                    2000
-------------------------------------------------------- ------------------
<S>                                                      <C>

Revenues                                                 $             -
-------------------------------------------------------- ------------------


Operating expenses:
     Professional fees                                             6,000
     Taxes and licenses                                              150
-------------------------------------------------------- ------------------

Total operating expenses                                           6,150

-------------------------------------------------------- ------------------

Loss before income taxes                                          (6,150)
Income  taxes                                                          -
-------------------------------------------------------- ------------------

Net loss                                                          (6,150)

Deficit accumulated during
the development stage - October 1, 1999                             (930)
-------------------------------------------------------- ------------------

Deficet accumulated during
the development stage - March 31, 2000                   $         (7,080)
-------------------------------------------------------- ------------------

Net loss per share                                       $         (0.001)
-------------------------------------------------------- ------------------

Weighted average shares of
common stock                                                    4,037,038
-------------------------------------------------------- ------------------
</TABLE>



                 See Accompanying Notes to Financial Statements

                                       F-4





<PAGE>




<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)


STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY






---------------------------------------------------------------------------------------------------------------
                                                                              Additional
                                           Number of     Preferred  Common    Paid - In   Deficit
                                            Shares         Stock     Stock     Capital   Accumulated  Total
-------------------------------------------------------- ---------  --------  ---------- ----------- ----------
<S>                                        <C>           <C>        <C>       <C>        <C>         <C>
Beginning balance:

    April 1, 1991  - Services                  4,650,000 $       -  $    465  $     465  $       -   $      930
    (Date of Inception)
    November 14, 1999 - Stock split
    5000 to 1

Issuance of Common Stock:

    December 29, 1999                          1,000,000         -       100      9,900          -       10,000

Deficit accumulated during
     the development stage                             -         -         -          -     (7,080)      (6,930)
-------------------------------------------------------- ----------  -------  ---------  ----------  ----------

Balance - March 31, 2000                       5,650,000 $       -   $   565    $10,365  $  (7,080)  $    3,850
-------------------------------------------------------- ----------  -------  ---------  ----------  ----------
</TABLE>




                 See Accompanying Notes to Financial Statements

                                       F-5




<PAGE>



<TABLE>
<CAPTION>
Pizza Group, Inc. #1
(A Development Stage Company)

Statement of Cash Flows





For the six months ended March 31,                                               2000
------------------------------------------------------------------- -----------------
<S>                                                                 <C>
Operating Activities:
           Net loss                                                       $   (6,150)
     Adjustments to reconcile net loss to net cash
          used by operating activities:
               Increase (decrease) in:
               Accrued expenses                                                2,,000
--------- ---- ---------------------------------------------------- -----------------

Net cash used by operating activities                                         (4,150)
------------------------------------------------------------------- -----------------

Financing activities:
     Issuance of Common Stock                                                  10,000
------------------------------------------------------------------- -----------------

Net cash provided by financing activities                                      10,000
------------------------------------------------------------------- -----------------

Net increase in cash                                                            5,850
------------------------------------------------------------------- -----------------

Cash - December 31, 1999                                                   $    5,850
------------------------------------------------------------------- -----------------
</TABLE>





                 See Accompanying Notes to Financial Statements

                                       F-6








<PAGE>



PIZZA GROUP, INC. #1
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Pizza Group,  Inc. #1 (a  development  stage  company) is a Florida  Corporation
organized to engage in the marketing  and  distribution  of pizzas.  The Company
failed in its attempt to implement its initial business plan and during November
1991  abandoned its efforts.  The Company had no operations for the period prior
to November 1991. The Company was inactive and there were no  transactions  from
November 1991 to the date of reinstatement by the State of Florida on October 1,
1999 that  affect the  balances  reflected  in the  financial  statements  as of
October 1, 1999.

The Company has a new business  plan,  which was adopted on or about December 1,
1999, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a September 30 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Interim Financial Statements

The March 31, 2000 Interim Financial Statements include all adjustments which in
the  opinion  of  management  are  necessary  in  order  to make  the  financial
statements not misleading.

Note B - Stockholders' Equity:

On April 1, 1991,  the  Company  issued 930 shares of common  stock,  in lieu of
cash,   for  the  fair  market  value  of  services   rendered  by  its  initial
stockholders. On November 14, 1999 the company effected a forward stock split at
the rate of 5,000 to 1, increasing issued and outstanding stock to 4,650,000. On
December  29, 1999 the company sold a total of  1,000,000  additional  shares of
common stock for the sum of $10,000.

                                       F-7




<PAGE>


Note B - Stockholders' Equity (con't):

The $6,000 in  professional  fees  includes  the costs and expenses of legal and
accounting   service   associated   with  the  preparation  and  filing  of  the
registration statement.

At March 31, 2000,  the Company had authorized  50,000,000  shares of $.0001 par
value  common  stock  and had  5,650,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of March 31, 2000.



Note C - Income Taxes:

The Company has a net operating  loss carry forward of $6,150 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2019.

The amount  recorded as deferred tax assets,  cumulative as of March 31, 2000 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.


Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through March 31,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern.  Management plans currently provide for
experts to secure a successful  acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent  plans have been arranged to provide that the current Director of the
Company  is to fund  required  future  filings  under the 34 Act,  and  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue the Company as a going concern.











                                       F-8






<PAGE>



tem 2. Management's Discussion and Analysis or Plan of Operation

           The Company is  considered a  development  stage company with limited
assets or capital,  and with no operations or income since  approximately  1996.
The  costs and  expenses  associated  with the  preparation  and  filing of this
registration statement and other operations of the Company have been paid for by
a  shareholder,  specifically  Noreen Wilson (see Item 4, Security  Ownership of
Certain  Beneficial  Owners and  Management - Noreen  Wilson is the  controlling
shareholder).  Ms. Wilson has agreed to pay future costs  associated with filing
future  reports under Exchange Act of 1934 if the Company is unable to do so. It
is  anticipated  that the Company will require only nominal  capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's  existing  shareholders  or its sole officer
and director in the immediate future.  Current shareholders have not agreed upon
the terms  and  conditions  of future  financing  and such  undertaking  will be
subject to future negotiations,  except for the express commitment of Ms. Wilson
to fund  required 34 Act  filings.  Repayment  of any such  funding will also be
subject to such negotiations.  However, unless the Company is able to facilitate
an  acquisition  of or merger  with an  operating  business or is able to obtain
significant  outside financing,  there is substantial doubt about its ability to
continue as a going concern.

           In the opinion of  management,  inflation has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

           Management plans currently provide for experts to secure a successful
acquisition  or merger  partner so that it will be able to  continue  as a going
concern. In the event such efforts are unsuccessful,  contingent plans have been
arranged to provide that the current Director of the Company is to fund required
future  filings under the 34 Act, and existing  shareholders  have  expressed an
interest in  additional  funding if necessary to continue the Company as a going
concern.

Plan of Operation

           During the next twelve months, the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful  business  consolidation  can be made.  Management  intends to hold
expenses  to a minimum  and to  obtain  services  on a  contingency  basis  when
possible.  Further,  the Company's  directors will defer any compensation  until
such time as an  acquisition  or merger can be  accomplished  and will strive to
have the  business  opportunity  provide  their  remuneration.  However,  if the
Company  engages  outside  advisors or  consultants  in its search for  business
opportunities,  it  may be  necessary  for  the  Company  to  attempt  to  raise
additional  funds.  As of  the  date  hereof,  the  Company  has  not  made  any
arrangements or definitive  agreements to use outside advisors or consultants or
to raise any capital.  In the event the Company does need to raise  capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is  unlikely  that it could make a public  sale of  securities  or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms



<PAGE>



acceptable to the Company.

           The Company does not intend to use any  employees,  with the possible
exception  of part- time  clerical  assistance  on an as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Results of Operations -For the Six Months Ending March 31, 2000

Financial Condition, Capital Resources and Liquidity

For the six months  ending March 31, 2000 the Company did not generate  revenues
and incurred total operating  expenses of $6,150.  The $6,150 is attributable to
professional  fees including  expenses related to legal and accounting  services
associated  with the  preparation  and  filing of  securities  documents  by the
Company.

Net Losses

From the date of  reinstatement,  October 1, 1999 to March 31, 2000, the Company
reported  an  accumulated   net  loss  from  operations  of  ($7,080)  which  is
attributable to development stage expenses.

Year 2000 Compliance

           The Company did not  experience any material  negative  impact to its
operations  as a result of the Year 2000  calendar  change.  The Company did not
experience  any  material  impact  to its  financial  condition  as a result  of
becoming  Year 2000  compliant.  The Company  does not  anticipate  any material
disruption in its operations in the future as a result of the Year 2000 calendar
change.


Forward-Looking Statements

           This Form 10-QSB  includes  "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.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
business   strategy,   expansion  and  growth  of  the  Company's  business  and
operations,  and  other  such  matters  are  forward-looking  statements.  These
statements are based on certain  assumptions and analyses made by the Company in
light  of its  experience  and its  perception  of  historical  trends,  current
conditions and expected future developments as well as other factors it believes
are  appropriate  in the  circumstances.  However,  whether  actual  results  or
developments  will conform with the Company's  expectations  and  predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can



<PAGE>


be no  assurance  that the actual  results or  developments  anticipated  by the
Company will be realized or, even if substantially realized, that they will have
the  expected  consequence  to or effects  on the  Company  or its  business  or
operations.   The   Company   assumes   no   obligations   to  update  any  such
forward-looking statements.


PART II

Item 1. Legal Proceedings.

           The Company knows of no legal  proceedings  to which it is a party or
to which any of its  property is the subject  which are pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.              Changes in Securities and Use of Proceeds

           None

Item 3.              Defaults in Senior Securities

           None

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

           No matter was  submitted  during the quarter  ending  March 31, 2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.              Other Information

           None

Item 6.              Exhibits and Reports on Form 8-K

     (a)   The exhibits  required to be filed herewith by Item 601 of Regulation
           S-B,  as  described  in  the   following   index  of  exhibits,   are
           incorporated herein by reference, as follows:

Exhibit No.        Exhibit Name
--------------     -----------------------------
3(i).1             Articles of Incorporation filed April 1, 1991

3(i).2             Articles of Amendment filed November 16, 1999

3(ii).1            By-laws

27                 Financial Data Schedule
--------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- SB.
*    Filed herewith

     (b) No Reports on Form 8-K were filed  during the  quarter  ended March 31,
2000.




                                   Signatures

           In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
there unto duly authorized.

                                  Pizza Group, Inc. #1
                                  (Registrant)

Date: May 15, 2000                BY: /s/ Noreen Wilson
                                  -------------------------------
                                  Noreen Wilson President

           In  accordance  with the  Exchange  Act,  this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date                           Signature                Title
-------------        -----------------------------    -----------------------

May 15, 2000         BY:  /s/ Noreen Wilson
                     ----------------------------
                               Noreen Wilson          President, Secretary,
                                                      Treasurer, Director