SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

                 [X] Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                          Commission File No.: 0-27133

                  For the quarterly period ended March 31, 2001

                                AQUAMOTION, INC.
             (Exact name of registrant as it appears in its charter)

                                     NEVADA
                            (State or jurisdiction of
                         incorporation or organization)

                                   88-0394012
                                (I.R.S. Employer
                              Identification No.)

      5757 West Century Boulevard, Suite 340, Los Angeles, California 90045
               (Address of Principal Executive Office) (Zip Code)

                                 (310)-665-0221
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:

                      Class A Common Stock $0.001 Par Value

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months ( or 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            No   (X)

At the end of the quarter ending 03/31/01 there were 5,000,000 issued and
outstanding shares of the registrants common stock.

There is no active market for the registrant's securities.

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                AQUAMOTION, INC.

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2001

<PAGE>

                                AQUAMOTION, INC.

                                    CONTENTS
<TABLE>
<CAPTION>
                                                                       Page
                                                                       ------
<S>                                                                      <C>
Financial Statements

         Balance Sheet                                                   2

         Statement of Operations                                         3

         Statement of Change in Stockholders' Equity                     4

         Statement of Cash Flows                                         5

         Notes to Financial Statements                                   6-7
</TABLE>

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                     March             December         December
                                                     31, 2001          31, 2000         31, 1999
                                                     --------          --------         --------
<S>                                                  <C>                <C>              <C>
CURRENT ASSETS
         Cash                                                $0                 $0               $0
                                                     -----------       ------------     ------------
TOTAL CURRENT ASSETS                                         $0                 $0               $0
                                                     -----------       ------------     ------------
         TOTAL ASSETS                                        $0                 $0               $0
                                                         =======           =======          =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts Payable                                  $0                  $0               $0
                                                     -----------       -----------      ------------
TOTAL CURRENT LIABILITIES                                  $0                  $0               $0

STOCHOLDERS' EQUITY
Common Stock,  $0.0027 par
value authorized
25,000,000 shares ;
issued and outstanding
Dec. 31, 1999     5,000,000 shares                                                         $13,500
Dec. 31, 2000     5,000,000 shares                                        $13,500
March 31, 2001    5,000,000 shares                    $13,500

Additional Paid In Capital                           ($10,800)          ($10,800)        ($10,800)

Deficit Accumulation During

Development Stage                                     ($2,700)           ($2,700)         ($2,700)
                                                     -----------       -----------      -----------
TOTAL STOCKHOLDERS' EQUITY                                 $0                 $0                $0
                                                     -----------       -----------      -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                       $0                 $0                $0
                                                         ======            ======           ======
</TABLE>

                 See accompanying notes to financial statements.

                                       F-2-

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                     Jan. 1        Jan. 1        Jan. 1         March 14, 1995
                     to            to            to             (inception)
                     December      December      March          to March
                     31, 1999      31, 2000      31, 2001       31, 2001
                     --------      --------      --------       --------
<S>                 <C>           <C>           <C>           <C>
INCOME

Revenue             $         0   $         0   $         0   $         0
                    -----------   -----------   -----------   -----------

EXPENSES

General &
Administrative      $         0   $         0   $         0   $     2,700
                    -----------   -----------   -----------   -----------
TOTAL EXPENSES      $         0   $         0   $         0   $     2,700

NET PROFIT (LOSS)   $         0   $         0   $         0   ($    2,700)
                    -----------   -----------   -----------   -----------
NET PROFIT (LOSS)
PER SHARE           $    0.0000   $    0.0000   $    0.0000   ($   0.0005)
                    ===========   ===========   ===========   ===========
AVERAGE NUMBER
OF SHARES OF
COMMON STOCK
OUTSTANDING           5,000,000     5,000,000     5,000,000     5,000,000
</TABLE>

                 See accompanying notes to financial statements.

                                       F-3-

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                 March 31, 2001
<TABLE>
<CAPTION>
                                                                            (Deficit)
                                   Common Stock                             Accumulated
                             Number                       Additional        During
                             of                           Paid In           Development
                             Shares          Amount       Capital           Stage
                             ------          ------       -------           -----
<S>                         <C>            <C>           <C>            <C>
March 14, 1995
Issued for cash (Note 3)         10,000    $     2,700   $         0

Net (Loss), 03-14-95
(inception) to 12-31-95     ($    2,700)
                            -----------    -----------   -----------    -----------
Balance, Dec. 31, 1995           10,000    $     2,700   $         0    ($    2,700)

Net Income, 12-31-96        $         0
                            -----------    -----------   -----------    -----------
Balance, Dec. 31, 1996           10,000    $     2,700   $         0    ($    2,700)

September 28, 1997
Forward Stock Split 100:1       990,000
Net Income, 12-31-97        $         0
                            -----------    -----------   -----------    -----------
Balance, Dec. 31, 1997        1,000,000    $     2,700   $         0    ($    2,700)

Net Income, 12-31-98        $         0
                            -----------    -----------   -----------    -----------
Balance, Dec. 31, 1998        1,000,000    $     2,700   $         0    ($    2,700)

November 05, 1999
Forward Stock Split 5:1       4,000,000    $    10,800   ($   10,800)
Net Income, 12-31-99        $         0
                            -----------    -----------   -----------    -----------
Balance, Dec. 31, 1999        5,000,000    $    13,500   ($   10,800)   ($    2,700)
Net Income, 12-31-00        $         0
Net Income 03-31-01         $         0
Balance, March 31, 2001       5,000,000    $    13,500   ($   10,800)   ($    2,700)
                            ===========    ===========   ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.

                                       F-4-

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                         Jan. 1        Jan. 1        Jan. 1      March 14, 1995
                         to            to            to          (inception)
                         December      December      March       to March. 31,
                         31, 1999      31, 2000     31, 2001     2001
                         --------      --------     --------     ----
CASH FLOWS FROM
OPERATING ACTIVITIES
<S>                    <C>          <C>          <C>          <C>
Net (Loss)             $     0      $     0      $     0      ($2,700)

Accounts Payable       $     0      $     0      $     0      $     0

CASH FLOWS FROM
OPERATING ACTIVITIES

Issue common stock     $     0      $     0      $     0      $ 2,700
                       -------      -------      -------      -------
Net increase
(decrease) in cash     $     0      $     0      $     0      $     0

Cash, Beginning
Of Period              $     0      $     0      $     0      $     0
                       -------      -------      -------      -------
Cash, End
Of Period              $     0      $     0      $     0      $     0
                       =======      =======      =======      =======
</TABLE>

                 See accompanying notes to financial statements.

                                       F-5-

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was incorporated March 14, 1995 under the laws of the State of
Nevada, under the name Aquamotion, Inc. The Company currently has no operations
and , in accordance with SFAS # 7, is considered a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

     The Company records income and expenses on the accrual method of
accounting.

Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.

     For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 1999 and December 31, 2000 and March
31, 2001.

Fixed assets

     The Company does not maintain or control any fixed assets.

Income Taxes

     Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded for
all temporary differences, between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.

                                       F-6-

<PAGE>

                                AQUAMOTION, INC.
                         ( A Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

Loss Per Share

     Net loss per share is provided in accordance with Statements of Financial
Accounting Standards No. 128 (SFAS # 128) "Earnings Per Share." Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilutive
common stock equivalents had been converted to common stock. As of March 31,
2000; December 31, 2000; and December 31, 1999 the Company had no dilutive
common stock equivalents such as stock options.

NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock

     The authorized common stock of the Company consists of 25,000,000 shares
with a par value of $0.0027 per share. On March 14, 1995, the Company issued
10,000 shares of its common stock for $2,700 cash.

     On September 28, 1997, the Company declared to increase the authorized
number of shares of common stock to 25,000,000 shares with a stated par value of
$0.0027 per share. The Company also declared a forward stock split of 100:1 for
issued and outstanding common stock shares resulting in 1,000,000 common shares
of stock outstanding.

     On November 05, 1999, the Company declared a forward stock split of 5:1 for
issued and outstanding common stock shares resulting in 5,000,000 common shares
of stock outstanding.

Preferred Stock

     The authorized preferred stock of the Company consists of no preferred
stock.

NOTE 4 - GOING CONCERN

     The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.

                                       F-7-

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

Results of Operations

The Company has had no operations during this quarter.

PART II.            OTHER INFORMATION

Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None

Item 3. Default Upon Senior Securities
None

Item 4. Submission of matters To a Vote of Security Holders
None
Item 5. Other Information.
None

Item 6. Exhibits and Reports on Form 10-Q
None

Exhibits:

     3.1  Articles of Incorporation

     Incorporated by reference to the Company's Form 10-SB/A filed on May 12th,
     2000.

     3.2  By-Laws

     Incorporated by reference Company's Form 10-SB/A filed on May 12th, 2000.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. Aquamotion, Inc.

By: /s/   Kelly Ryan
    -----------------------------------------
          Kelly Ryan, Secretary

Date:  May 2, 2001