FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C.  20549

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

                  For Quarter Ended   September 30, 2001
                                     --------------------

                 Commission File Number      0001082562
                                            ------------

                       SOFTWALL EQUIPMENT CORPORATION
                      -------------------------------
           (Exact name of registrant as specified in its charter)

       UTAH                                                 87-06254752
-------------------------------                         -------------------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                         Identification No.)

                           11602 Colchester Drive
                             SANDY, UTAH 84092
                  ---------------------------------------
                  (Address of principal executive offices)

     Registrant's telephone number
     including area code                                 (801) 572-4724
                                                      ---------------------

                                    N/A
               ---------------------------------------------
                Former Address, if changed since last report

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 such shorter period that the
registrant was required to file such reports)

                            Yes   X      No
                               -------     -------

and (2) has been subject to such filing requirements for the past 90 days.

                            Yes   X      No
                               -------     -------

                                 14,145,500
                        ----------------------------
                        (Number of shares of common
                          stock the registrant had
                    outstanding as of November 13, 2001)
                                     -----------------


                                   PART 1

ITEM 1 - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared
by the Company, pursuant to the rules and regulations of the Securities and
Exchange Commission.

     In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of September 30, 2001 and the results of its
operations and changes in its financial position from December 31, 2000
through September 30, 2001 have been made.  The results of its operations
for such interim period is not necessarily indicative of the results to be
expected for the entire year.

                       Softwall Equipment Corporation
                       (A Development Stage Company)
                               Balance Sheets
<Table>
<Caption>
                                   Assets

                                               September 30,   December 31,
                                                   2001           2000
                                               -------------  -------------
<S>                                           <C>            <C>
Current Assets
--------------
  Cash                                         $      1,818   $      3,402
  Accounts receivable                                 6,590         -
                                               -------------  -------------

     Total Current Assets                             8,408          3,402
                                               -------------  -------------
Property Plant and Equipment-(net) (Note 3)          19,620         14,478
-------------------------------------------    -------------  -------------

Other Assets
------------
  Patent (Note 4)                                    20,480         26,511
                                               -------------  -------------
  Total Assets                                 $     48,508   $     44,391
                                               =============  =============

                    Liabilities and Stockholders' Equity

Current Liabilities
-------------------
  Accounts payable and accrued expenses        $     49,101   $     26,514
  Accounts payable - related party (Note 5)         125,055         97,776
  Interest payable                                    4,999          2,052
  Taxes payable                                       -                100
  Note payable - related party (Note 6)              90,180         62,179
                                               -------------  -------------

  Total Current Liabilities                         269,335        188,621
                                               -------------  -------------
Stockholders' Equity
--------------------
  Common Stock, authorized 50,000,000
   shares of $.001 par value, issued and
   outstanding 14,145,500 and 14,142,000
   respectively                                      14,145         14,142
  Additional Paid in Capital                         30,232         29,325
  Deficit Accumulated During the
   Development Stage                               (265,204)      (187,697)
                                               -------------  -------------
     Total Stockholders' Equity                    (220,827)      (144,230)
                                               -------------  -------------
     Total Liabilities and
     Stockholders' Equity                      $     45,508   $     44,391
                                               =============  =============
</Table>

              See accompanying notes to financial statements.
                                     3
                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statements of Operations
<Table>
<Caption>
                                                                           For the
                                                                            Period
                                                                          October 5,
                              For the Three            For the Nine      (Inception)
                              Months Ended             Months Ended            to
                              September 30,            September 30,       September
                            2001        2000         2001        2000       30, 2001
                        ----------- -----------  ----------- -----------  -----------
<S>                    <C>         <C>          <C>         <C>          <C>
Revenues:
---------
  Consulting Revenues   $    -      $    -       $   11,548  $    -       $   11,548
                        ----------- -----------  ----------- -----------  -----------
Expenses:
---------
  General &
   administrative            4,945       1,727       69,664      26,226      235,229
  Depreciation expense       1,434       2,412        3,444       3,323        9,758
  Research &
   Development               3,000       4,428        3,000      13,522       16,716
  Interest expense           2,302         957        2,947       1,451        4,999
                        ----------- -----------  ----------- -----------  -----------
     Total Expenses         11,681       9,524       79,055      44,522      266,702

Net (Loss) Before
 Taxes                  $  (11,681) $   (9,524)  $  (65,507) $  (44,522)  $ (255,154)
                        ----------- -----------  ----------- -----------  -----------
   Taxes                      -           -            -           -             100

Other Income (Expense):
-----------------------
Gain on Sale of
 Equipment                    -           -            -             50           50
Abandoned Acquisition      (10,000)       -         (10,000)       -         (10,000)
                        ----------- -----------  ----------- -----------  -----------
Total Other Income
(Expense)                  (10,000)       -         (10,000)         50       (9,950)

Net (Loss)              $  (21,681) $   (9,524)  $  (77,507) $  (44,472)   $(265,204)
                        =========== ===========  =========== ===========  ===========
Net (Loss) Per Share         (0.00)      (0.00)       (0.00)      (0.00)

Weighted average
 shares outstanding     14,145,500  14,142,000   14,196,026  14,138,757
                        =========== ===========  =========== ===========

</Table>

              See accompanying notes to financial statements.
                                     4

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statement of Cash Flows
<Table>
<Caption>
                                                            For the Period
                                                              from October
                                                 For the          5, 1998
                                            Nine Months Ended  (Inception)
                                          September  September   September
                                           30, 2001   30, 2000    30, 2001
                                          ---------- ----------  ----------
<S>                                      <C>        <C>         <C>
Cash Flows from Operating Activities
------------------------------------
  Net (Loss)                              $ (77,507) $ (44,472)  $(265,204)
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Add depreciation expense                  3,444      3,914       9,758
    (Gain) Loss on sale of equipment           -           (50)        (50)
    Stock for services/expenses                 910          7       5,927
    (Increase) decrease in accounts
     receivable                              (6,590)      -         (6,590)
    Increase (decrease) in accounts
     payable                                 52,714     14,781     179,156
                                          ---------- ----------  ----------
   Net cash flows provided
   (used) by operating activities           (27,029)   (25,820)    (77,003)

Cash Flows from Investing Activities:
-------------------------------------
  Purchase of patent                          6,630    (18,000)    (11,970)
  Sale of fixed assets                          -          200      (8,311)
  Purchase of fixed assets                   (8,587)    (3,078)    (16,529)
                                          ---------- ----------  ----------
   Net cash flows provided
    (used) by investing activities           (2,557)   (20,878)    (27,625)

Cash Flows from Financing Activities:
-------------------------------------
  Cash from stock sales                         -       55,850      25,450
  Cash from notes                            28,002        -        90,181
                                          ---------- ----------  ----------
   Net cash flows provided
    (used) by financing activities           28,002     55,850     115,631

   Net increase (decrease) in cash           (1,584)     9,152       1,818

   Cash, beginning of period                  3,402      3,222         -
                                          ---------- ----------  ----------
   Cash, end of period                    $   1,818  $  12,374   $   1,818
                                          ========== ==========  ==========
Cash paid for:
  Interest                                $    -     $    -      $    -
  Taxes                                   $    -     $     100   $     200
  Stock issued for assets                 $    -     $    -      $  18,010
  Stock issued for Services               $    -     $    -      $     917
</Table>

               See accompanying notes to financial statements.
                                     5


                       Softwall Equipment Corporation
                       (a Development Stage Company)
                     Notes to the Financial Statements
                             September 30, 2001

NOTE 1 - Summary of Significant Accounting Policies

     a.   Organization

          Softwall Equipment Corporation  (the "Company") was incorporated
     under the laws of the State of  Utah on October 5, 1998 for the
     purpose of manufacturing mining equipment. The Company has yet to
     begin operations and generate revenue.

          The Company is in the development stage according to Financial
     Accounting Standards Board Statement No. 7

     b.   Accounting Method

          The Company recognizes income and expense on the accrual basis of
     accounting.

     c.   Earnings (Loss) Per Share

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

     d.   Cash and Cash Equivalents

          The Company considers all highly liquid investments with
     maturities of three months or less to be cash equivalents.

     e.   Provision for Income Taxes

          The Company adopted Statement of Financial Standards No. 109
     "Accounting for Income Taxes" for the current fiscal year.

          Statement of Financial Accounting Standards No. 109 "Accounting
     for Income Taxes" requires an asset and liability approach for
     financial accounting and reporting for income tax purposes.  This
     statement recognizes (a) the amount of taxes payable or refundable for
     the current year and (b) deferred tax liabilities and assets for
     future tax consequences of events that have been recognized in the
     financial statements or tax returns.

          Deferred income taxes result from temporary differences in the
     recognition of accounting transactions for tax and financial reporting
     purposes.  There were no temporary differences for the current year
     accordingly, no deferred tax liabilities have been recognized.

          No provision for income taxes has been recorded due to net
     operating loss carryforward totaling approximately $187,000 that will
     be offset against future taxable income. The NOL carryforward begins
     to expire in the year 2018.  No tax benefit has been reported in the
     financial statements.

                                     6

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                     Notes to the Financial Statements
                             September 30, 2001

NOTE 1 - Summary of Significant Accounting Policies (continued)

     Deferred tax assets and the valuation account at December 31, 2000 is
as follows:
<Table>
               <S>                                    <C>
               Deferred tax asset:
                  NOL carryforward                     $  63,580
                  Valuation allowance                  $ (63,580)
                                                       ----------
                    Total                              $    -
                                                       ==========
</Table>
     f.   Use of Estimates in the Preparation of Financial Statements

          The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect reported amounts of assets and
     liabilities, disclosure of contingent assets and liabilities at the
     time of the financial statements and revenues and expenses during the
     reporting period.  In these financial statements, assets involve
     reliance on management's estimates.

NOTE 2 - Development Stage Company

          The Company is a development stage company as defined in
     Financial Standards Board Statement No. 7.  It is concentrating
     substantially all of its efforts in raising capital and developing its
     business operations in order to generate significant revenues.

NOTE 3 - Property, Plant and Equipment

          Property, plant and equipment are stated at cost.  Major renewals
     and betterments are capitalized while expenditures for maintenance and
     repairs are charged to operations as incurred.

          Property, Plant and Equipment consist of the following:
<Table>
<Caption>
                                               September 30,   December 31,
                                                    2001           2000
                                               -------------  -------------
          <S>                                 <C>            <C>
          Generators                           $     11,022   $      2,435
          Furniture & Fixtures                        2,429          2,429
          Vehicle                                    15,403         15,403
          Machinery                                     525            525
                                               -------------  -------------
            Total property, plant and
             equipment                               29,379         20,792
            Less: accumulated depreciation           (9,759)        (6,314)
                                               -------------  -------------
            Net Property, Plant and Equipment  $     19,620   $     14,478
                                               =============  =============
</Table>
                                   7

                      Softwall Equipment Corporation
                      (a Development Stage Company)
                    Notes to the Financial Statements
                             September 30, 2001

NOTE 3 - Property, Plant and Equipment (continued)

          Depreciation - The cost of the equipment will be depreciated
     using the straight-line method.  The depreciation periods are
     prescribed based on the type of property.  The vehicle and computer
     will be depreciated over the property's estimated useful life of 5
     years.  Depreciation expense is $1,435 for the three months ended
     September 30, 2001.

NOTE 4 - Patent

          The Company has capitalized all legal costs to file for the SACUM
     (Surface Assisted Continuous Underground Mining Conveyor) patent.  The
     SACUM patent will be amortized over 15 years, commencing in the year
     it becomes operational.

NOTE 5 - Related Party Transactions

          The Company currently has a contract with the chief executive
     officer of the Company at a rate of $105 per hour.  As of September
     30, 2001, the Company owes $125,055 in services performed that extend
     back to 1998.

          On October 15, 2000, Randall Peterson purchased all debt owed to
     Morning Star Investments.  The new debt agreement is unsecured and
     carries an annual interest rate of 7% up to the year ended December
     31, 2000.  Beginning January 1, 2001 the interest rate on the note has
     decreased to 2% at the request of Mr. Peterson.  The principle and
     accrued balance at September 30, 2001 is $95,180.  Interest expense
     for the quarter ended September 30, 2001 is $2,302.

NOTE 6 - Note Payable Related Party

          Notes payable - related party are as follows:

          Note payable to Randall Peterson, President and
          shareholder of the Company, accruing interest
          at a rate of 7% per year during 2000 and 2%
          thereafter.  This note is unsecured and
          payable on demand.
                         Principal                               $  90,181
                         Interest                                    4,999
                                                                 ----------
          Total Notes Payable - Related Party                    $  95,180

                                                                 ==========

                                      8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

     Liquidity and Capital Resources
     -------------------------------
     The Company does not pay rent, has no ongoing compensations costs, or
any other long term or ongoing business overhead commitments.

     In its initial offering the Company issued a limited amount of stock
to cover some start-up and business expenses.  Mr. Peterson has a
consulting contract with the Company and bills his hours on an ongoing
basis.  He has done this by operating the company business from his
consulting office in his home.

     IMC Phosphates (formerly IMC Agrico) has donated funds to BYU for the
continuing development of Softwall technology and the Company has matched
those contributions with Peterson's paid professional time.
     Future capital funding will come from private placements, government
grants, debt financing, and additional offerings.  Peterson intends to
combine his consulting practice as part of the Company when the Company is
in a financial position to pay him a salary.

     Results of Operations
     ---------------------
     During the 3rd quarter the company pursued international patent
protection for its Continuation in Part Patent Application of the Softwall
Mining Method and Device this was done in joint cooperation with IMC
Phosphates.

     The company prepared project scope for co-sponsoring further field
testing of the SW2 machine at BYU with IMC Phosphates.  The company is
enthusiastic about the test results from last year and actively seeks
venture capital to put a full-scale machine to work.  The company
anticipates that the SW2 machine will be ready for testing at IMC
Phosphates mines near Lakeland, Florida during the summer of 2002.

     Raising money now is quite critical to organizing a production scale
Softwall machine and to commercialization of the SACUM conveyor.  Funding
continues to be the major focus of management.

     Plan of Operations
     ------------------
     The company has learned that while mines are slow to adopt new methods
they are eager to retain the services of a contract-mining firm at fixed
unit prices that are mutually beneficial to both owner and contractor.  The
company still believes that contract mining with its SACUM Conveyor is the
best opportunity to generate cash.

     Critical to offering contract mining services and putting the SACUM
Conveyor to work is the continuous miner face cutting equipment. The
company made a non-refundable deposit of $10,000 to purchase a Joy 12 CM 12
from Whet Investments according to an option agreement.

     Softwall
     --------
     BYU's Professor K.S. Mortensen has completed the technical article to
summarize and document the things learned in the last 3 years of
engineering, manufacturing and testing the SW2 prototype.  The work planned
for this coming year will involve making hardware modifications to the
locking mechanism and adding a guide-bar to prevent vertical rotation. The
article will be submitted for publication in Mining Engineering Magazine
and placed on the company web site www.softwallequipment.com.

                                    9

     SACUM
     -----
     The company recognizes that it must obtain venture funding to achieve
its goals.   It now seeks a partnership whereby it would license the SACUM
technology to an operator in exchange for help with commercialization.  The
company still believes that mine operations will best demonstrate the
systems and that such operations offer the quickest way to earnings to fund
further softwall development and development of other mining technology.
Therefore SACUM remains an important part of both short-term and the long-
term growth strategies.

                                  PART II

                             OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . None

Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . None

Item 3.  Defaults 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 8-K. . . . . . . . . . . . . . . None


                                      10


                                 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 authorized officer.


Dated November 16, 2001              Softwall Equipment Corporation

                                     /s/ Randall Peterson
                                     ----------------------------------
                                     Randy Peterson, President