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        June 30, 2002
                                       -----------------
                 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
                                                  --------------

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

                                 14,142,000
            ----------------------------------------------------
            (Number of shares of common stock the registrant had
                      outstanding as of August 10, 2002)
                                        -------------


                                   PART 1

ITEM 1 - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not
misleading.

     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 June 30, 2002 and the results of its
operations and changes in its financial position from December 31, 2001
through June 30, 2002 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.




                                     2

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                               Balance Sheet
<Table>
<Caption>
                                                       June      December
                                                     30, 2002    31, 2001
                                                   ----------- -----------
                                                   (Unaudited)  (Audited)
<S>                                               <C>          <C>
                                   Assets
Current Assets

  Cash                                             $      839  $    3,129
  Accounts Receivable                                   2,200       -
                                                   ----------- -----------
     Total Current Assets                               3,039       3,129

Property Plant and Equipment, net of
   Accumulated depreciation of $14,060
                                                       15,319      18,187


Other Assets

  Patent                                               20,847      20,480
                                                   ----------- -----------
  Total Assets                                     $   39,205  $   41,796
                                                   =========== ===========

                    Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable and Accrued Expenses            $   66,507  $   63,411
  Interest Payable                                      7,955       5,747
  Taxes Payable                                             -         200
  Note Payable - Related Party                        226,190     214,105
                                                   ----------- -----------
     Total Current Liabilities                        297,513     283,463

Stockholders' Equity

  Common Stock, Authorized 50,000,000
   Shares of $.001 Par Value, Issued and
   Outstanding 14,142,000 Respectively                 14,142      14,142
  Additional Paid in Capital                           29,325      29,325
  Deficit Accumulated During the
   Development Stage                                 (304,914)   (285,134)
                                                   ----------- -----------
     Total Stockholders' Equity                      (261,447)   (241,667)
                                                   ----------- -----------
     Total Liabilities and Stockholders' Equity    $   39,205  $   41,796
                                                   =========== ===========

</Table>

              See accompanying notes to financial statements.
                                     3




                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statement of Operations
<Table>
<Caption>

                                 For the Three   For the Three   For the six     For the six         5, 1998
                                 Months Ended    Months Ended    Months Ended    Months Ended     (Inception)
                                     June            June            June         to June           to June
                                   30, 2002        30, 2001        30, 2002       30, 2001          30, 2002
                                 ------------   -------------    -----------    -------------     ------------
<S>                              <C>            <C>              <C>            <C>               <C>
Revenues

  Consulting Revenues            $     7,736      $   11,548     $     7,736    $     11,548      $    19,284
                                 ------------     -----------    ------------   -------------     ------------
     Total Revenues                    7,736          11,548           7,736          11,548           19,284

Expenses


  General and Administrative          11,030          64,719          22,247          64,719          275,026
  Depreciation Expense                 1,434           2,010           2,868           2,010           14,060
  Research & Development                   -               -               -            -              16,715
                                  -----------       ---------    ------------     -----------       ----------
     Total Expenses                   12,464          66,729          25,115          66,729          305,801
                                  -----------      ----------    ------------     -----------       ----------
     Loss from Operations             (4,728)        (55,181)        (17,379)        (55,181)        (286,517)

Other Income (Expenses)

  Interest Expense                    (1,297)           (645)         (2,401)           (645)          (8,148)
  Loss on Abandonment of
   Purchase Agreement                      -               -              -                -          (10,000)
  Gain (Loss) on Sale of
   Equipment                               -               -              -                -               50
                                  -----------      ----------     -----------     -----------     ------------
     Total Other (Expenses)           (1,297)           (645)         (2,401)           (645)         (18,098)
                                  -----------      ----------     -----------     -----------     ------------
     (Loss) Before Taxes              (6,025)        (55,826)        (19,780)        (55,826)        (304,615)

     Taxes                                 -               -               -               -              300
                                 ------------     -----------     -----------     -----------     ------------
     Net (Loss)                  $    (6,025)     $  (55,826)     $  (19,780)     $  (55,826)     $  (304,315)
                                 ============     ===========     ===========     ===========     ============
     Net (Loss) per Share        $     (0.00)     $    (0.00)     $    (0.00)     $    (0.00)

     Weighted Average
     Shares Outstanding           14,142,000      14,142,000      14,143,288      14,143,288

</Table>
              See accompanying notes to financial statements.
                                     4

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statement of Cash Flows
<Table>
<Caption>
                                                                            For the Period
                                                                               October
                                                                               5, 1998
                                                  For the Six Months Ended   (Inception)
                                                     June         June         to June
                                                   30, 2002     30, 2001       30, 2002
                                                 -----------   -----------    -----------
<S>                                             <C>           <C>            <C>
Cash Flows from Operating Activities

  Net (Loss)                                     $   (6,025)   $  (55,826)    $ (304,915)
  Adjustments to Reconcile Net (Loss) to
  Net Cash Provided by Operating Activities:
   Depreciation Expense                               1,434         2,010         14,060
   Stock for Services/Expenses                            -           910          5,017
   (Gain) on Sale of Equipment                            -             -            (50)
   (Increase) Decrease in Accounts Receivable             -        (6,590)        (2,200)
   Increase (Decrease) in Accounts Payable            3,279        49,509         66,508
   Increase (Decrease) in Accrued Interest            1,104             -          7,955
                                                 -----------   -----------    -----------
     Net Cash Flows Provided (Used)
     by Operating Activities                           (208)       (9,987)      (213,625)

Cash Flows from Investing Activities

  Purchase of Fixed Assets                                -             -        (29,529)
  Sale of Fixed Assets                                    -             -            200
  Purchase of Patent                                      -         6,628        (26,878)
  Reimbursement for Patent Costs                          -             -          6,031
                                                 -----------   -----------    -----------
     Net Cash Flows Provided (Used)
     by Investing Activities                              -         6,628        (50,176)

Cash Flows from Financing Activities

  Cash from Stock Sales                                   -             -         38,450
  Proceeds from Notes                                   900         5,448        226,190
                                                 -----------   -----------    -----------
     Net Cash Flows Provided (Used)
     by Financing Activities                            900         5,448        264,640

     Net Increase (Decrease) in Cash                    692         2,089            839

     Cash, Beginning of Period                          147         3,402              -
                                                 -----------   -----------    -----------
     Cash, End of Period                         $      839    $    5,491     $      839
                                                 ===========   ===========    ===========

Supplemental Cash Flow Information

  Interest                                       $        -  $          -     $        -
  Taxes                                                   -             -            300
  Stock Issued for Assets                                 -             -         18,010
  Stock Issued for Services                               -             -          5,017

</Table
              See accompanying notes to financial statements.
                                     5

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                     Notes to the Financial Statements
                               June 30, 2002

NOTE 1 - PREPARATION OF FINANCIAL STATEMENTS
--------------------------------------------

     The financial statements for the six months ended June 30, 2002 were
prepared from the books and records of the company.  Management believes that
all adjustments have been made to the financial statements to make a fair
presentation of the financial condition of the company as of June 30, 2002.
The results of the six months are not indicative of a full year of
operation for the Company.

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2001
audited financial statements.  The results of operations for the periods
ended June 30, 2002 are not necessarily indicative of the operating results
for the full year.

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.  Randall D. Peterson has been
working on behalf of the company since its inception without pay and has
billed his professional time since inception.  Mr. Peterson has a consulting
contract with the Company and is billed his hours on an ongoing basis.  Mr.
Peterson has been careful to not incur company expenses when there have not
been sufficient funds to cover them.  He has done this by operating the
company business from his consulting office in his home.

     IMC Agrico has donnated funds to BYU for the continuing development of
the technology and Peterson has contributed his professional time to that as
well.

     Listed in order of priority, future capital funding will come from
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.

     Once the technology is fully tested and demonstrated to the mining
industry and as opportunities allow, the Company may enter into a long term
joint venture with an existing manufacturing company already established in
the mining industry or with an existing mining company or that it may acquire
mineral properties or leases of its own to operate at a profit.


                                     6
     Results of Operations
     ---------------------

     The activities this quarter focused upon continued engineering and field
testing of the Softwall 2 Prototype at BYU, continued prosecution of the
international patents for the SACUM Conveyor, continued prosecution of some
of the patenting improvements to the Softwall system invented at BYU in 2000,
and other administrative, management and engineering work.

     The results of this year's work at BYU focused upon improving the
locking pin mechanism between units and the installation of guide-bars.  A
new design for the locking mechanism was designed and manufactured and
testing scheduled for next quarter at the Mortensen farm in Lake Shore, Utah.
These efforts will continued through next quarter and into the summer if
necessary until the machine is ready for testing at IMC Phosphates in
Florida.

     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.

     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.

     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


                                     7


                                 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: August 19, 2002                  Softwall Equipment Corporation



                                     /S/ Randall Peterson
                                     -------------------------------
                                     Randall Peterson
                                     Director