SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, for the quarter ended December 31, 1999

                          Commission File No. 000-27623

                            SUNWEST ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

             NEVADA
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                     Identification No.)


2505 Rancho Bel Air, Las Vegas, Nevada                         89107
(Address of registrant's principal executive offices)        (Zip Code)

                                  702.878.8310
              (Registrant's Telephone Number, Including Area Code)

Check whether the registrant (1) has filed all reports required by Section 13 or
15(d) of the  Securities Act of 1934 during the preceding 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 [ ]      No [X]

The number of shares  outstanding  of the issuer's  only class of Common  Stock,
$.001 par value, was 2,650,000 on March 31, 2000.

Transitional Small Business Disclosure format (check one):

                           Yes [ ]      No [X]

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                           Sun West Enterprises, Inc.
                          (A Development Stage Company)

                              Financial Statements

                           As of December 31, 1999 and
          For the Three and Nine Month Periods Ended December 31, 1999
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)


<PAGE>


                           Sun West Enterprises, Inc.
                          (A Development Stage Company)

                  Index to the Financial Statements (Unaudited)
                           As of December 31, 1999 and
          For the Three and Nine Month Periods Ended December 31, 1999
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)



Financial Statements of Sun West
     Enterprises, Inc.:

     Balance Sheet, as of December 31, 1999  (Unaudited)                       1

     Statements of  Operations  for the three and nine month
          periods ended December 31, 1999 and for the period
          from March 5, 1999  (inception)  to  December  31,
          1999 (Unaudited)                                                     2

     Statement of  Shareholders'  Equity  for the nine month
          period ended  December 31, 1999 and for the period
          from March 5, 1999  (inception)  to  December  31,
          1999 (Unaudited)                                                     3

     Statement of Cash  Flows for the  three and nine  month
          periods ended December 31, 1999 and for the period
          from March 5, 1999  (inception)  to  December  31,
          1999 (Unaudited)                                                     4

Notes to Financial Statements (Unaudited)                                      5


<PAGE>


                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                                  Balance Sheet

                                December 31, 1999
                                   (Unaudited)

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


                               ASSETS

Cash                                                               $        970
Accrued interest                                                            300
Due from shareholder                                                      9,000
                                                                   ------------
Total  assets                                                      $     10,270
                                                                   ============


                LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $        513
                                                                   ------------

Total liabilities                                                           513
                                                                   ------------

Shareholders' equity:
   Common stock,  $.001 par value;                                   10,000,000
      shares authorized; 2,650,000 shares issued
      and outstanding                                                     2,650
      Additional paid-in capital                                          9,000
      Deficit accumulated during development
      stage                                                              (1,893)
                                                                   ------------

Total shareholders' equity                                                9,757
                                                                   ------------

Total liabilities and shareholders' equity                         $     10,270
                                                                   ============


    The accompanying notes are an integral part of the financial statements.


                                        1


<PAGE>


                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                             Statement of Operations

        For the Three and Nine Month Periods Ended December 31, 1999 and
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                   Period from
                                   Three Months    Nine Months     March 5, 1999
                                      Ended           Ended       (Inception) to
                                   December 31,    December 31,    December 31,
                                       1999            1999            1999
                                   ------------    ------------    ------------
<S>                                <C>             <C>             <C>
Revenue                                      --              --              --

Cost of sales                                --              --              --
                                   ------------    ------------    ------------

     Gross profit                            --              --              --

Other expenses                     $       (318)   $       (243)   $     (1,893)
                                   ------------    ------------    ------------

Net loss                           $       (318)   $       (243)   $     (1,893)
                                   ============    ============    ============

Net loss per share                           --              --              --
                                   ============    ============    ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       2

<PAGE>


                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                        Statement of Shareholders' Equity

       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                            Accumulated
                                                              Price                  Common     Additional  During the
                                                 Common        Per        Common      Stock       Paid-in   Development
                                                 Shares       Share       Stock    Subscribed     Capital      Stage        Total
                                                ---------   ---------   ---------  ----------   ----------  -----------   ---------
<S>                                             <C>         <C>         <C>         <C>          <C>         <C>          <C>
Formation of corporation,
March 5, 1999                                          --                      --          --           --          --           --
    Common stock                                1,650,000   $   0.001   $   1,650          --           --          --    $   1,650
    Common stock  subscribed                           --   $   0.010          --   $   1,000    $   9,000          --       10,000
    Net loss                                           --                      --          --           --   $  (1,650)      (1,650)
                                                ---------               ---------   ---------    ---------   ---------    ---------
Balance, March 31, 1999                         1,650,000                   1,650       1,000        9,000      (1,650)      10,000
    Issuance of common stock
      on collection of stock
      subscription receivable                   1,000,000                   1,000      (1,000)          --          --           --
    Net loss                                           --                      --          --           --        (243)        (243)
                                                ---------               ---------   ---------    ---------   ---------    ---------
Balance, December 31, 1999                      2,650,000               $   2,650          --    $   9,000   $  (1,893)   $   9,757
                                                =========               =========   =========    =========   =========    =========
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       3

<PAGE>


                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                             Statement of Cash Flows

    For the Three and Nine Month Periods Ended December 31, 1999 and 1998 and
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                                                        Period from
                                                                       Nine Months     March 5, 1999
                                                                          Ended       (Inception) to
                                                                       December 31,     December 31,
                                                                           1999             1999
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
Cash flows from operating activities:

      Net loss                                                         $       (243)    $     (1,893)
      Adjustments to reconcile  net loss
         to net cash used in  operations:
         Decrease in assets:
           Accrued Interest                                                    (300)            (300)
           Due from shareholder                                              (9,000)          (9,000)
         Increase in liabilities:
           Accounts payable                                                     513              513
                                                                       ------------     ------------
Cash used in operating activities                                            (9,030)         (10,680)
                                                                       ------------     ------------

Cash flows used in investing activities:
Cash used in investing activities                                                --               --
                                                                       ------------     ------------

Cash flows provided by financing activities:
      Issuance of common stock                                               10,000           11,650
                                                                       ------------     ------------
Cash provided by financing activities                                        10,000           11,650
                                                                       ------------     ------------
Net increase (decrease) in cash                                                 970              970
Cash at beginning of period                                                      --               --
                                                                       ------------     ------------
Cash at end of period                                                  $        970     $        970
                                                                       ============     ============

           Supplemental Disclosure of Cash Flow Information

Interest paid                                                                    --               --
Income taxes paid                                                                --               --

 Supplemental Schedule of Non-cash Investing and Financing Activities

Common stock subscriptions:
      Stock subscriptions receivable                                             --     $     10,000
      Common stock subscribed                                                    --     $     (1,000)
      Additional paid-in capital                                                 --     $     (9,000)
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>


                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                          Notes to Financial Statements

                           As of December 31, 1999 and
        For the Three and Nine Month Periods Ended December 31, 1999 and
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)

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


1.   Basis of Presentation

     In the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
     financial  statements  contain all  adjustments,  consisting of only normal
     recurring  adjustments,  except  as  noted  elsewhere  in the  notes to the
     financial statements, necessary to present fairly its financial position as
     of December 31, 1999 and the results of its  operations  and cash flows for
     the period  from March 5, 1999  (inception)  to  December  31, 1999 and the
     three and nine month periods ended December 31, 1999.

2.   Development Stage Operations

     Sun West  Enterprises,  Inc. (a development  stage company) (the "Company")
     was  incorporated  in the  state of  Nevada  on  March  5,  1999 and has no
     operating  history with no revenues and no products or technology ready for
     the market. The Company's initial business plan anticipates engaging in the
     manufacture  and/or sale of vitamins and  nutritional  supplements,  and to
     that end,  has obtained an exclusive  license to  manufacture  and market a
     photon light activated food supplement.  The  implementation of these plans
     requires, among other things, significant resources and may involve the use
     of leased facilities and equipment, subcontract manufacturing, consultants,
     outside  sales  representatives,  and/or  merger with an operating  entity.
     While  management  believes the Company has adequate cash resources to meet
     its immediate  liquidity needs, the Company's ability to be a going concern
     is  predicated  on its  ability to raise  additional  necessary  capital to
     implement  its plans,  achievement  of  successful  operations,  and or the
     completion of a merger with an operating entity. There is no assurance that
     any of these will occur or be successful.

3.   Loss Per Common Share

     The loss per common share have been computed by dividing the loss available
     to common shareholders by the weighted-average  number of common shares for
     the period.


                                       5
<PAGE>

                           Sun West Enterprises, Inc.

                          (A Development Stage Company)

                          Notes to Financial Statements

                           As of December 31, 1999 and
        For the Three and Nine Month Periods Ended December 31, 1999 and
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)

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


3.   Loss Per Common Share, Continued

     The  computations  of loss per  common  share for the three and nine  month
     periods  ended  December  31,  1999  and the  period  from  March  5,  1999
     (inception) to December 31, 1999 follow.

     The Company has no potentially dilutive securities.

<TABLE>
<CAPTION>
                                                                       Period from
                                         Three Months   Nine Months   March 5, 1999
                                            Ended          Ended     (Inception) to
                                         December 31,   December 31,   December 31,
                                             1999           1999           1999
                                         -----------    -----------    -----------
          <S>                            <C>            <C>            <C>
          Net loss available to common
             shareholders                $      (543)   $      (543)   $    (2,193)
          Weighted-average shares          2,650,000      2,650,000      2,523,076
                                         -----------    -----------    -----------

          Loss per common share                   --             --             --
                                         ===========    ===========    ===========
</TABLE>

4.   License Agreement

     In December 1999, the Company entered into an agreement to license a photon
     light activated food supplement.  Under this agreement, the Company has the
     exclusive  right to  manufacture  and market  this  health  supplement.  In
     exchange for this exclusive licensing agreement, the Company is required to
     pay a fee in the amount of $.10 for each 100 capsules of product sold.  The
     license has a term of five years with  automatic  renewals  for three years
     unless either party provides notice prior to its expiration.


                                       6

<PAGE>


Item 2. Plan of Operation

THIS REPORT  SPECIFIES  FORWARD-LOOKING  STATEMENTS OF MANAGEMENT OF THE COMPANY
("FORWARD-LOOKING  STATEMENTS") INCLUDING,  WITHOUT LIMITATION,  FORWARD-LOOKING
STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS,  BELIEFS, INTENTIONS AND FUTURE
STRATEGIES.   FORWARD-LOOKING   STATEMENTS  ARE  STATEMENTS  THAT  ESTIMATE  THE
HAPPENING   OF  FUTURE   EVENTS   AND  ARE  NOT  BASED  ON   HISTORICAL   FACTS.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE USE OF FORWARD-  LOOKING
TERMINOLOGY,  SUCH AS "COULD",  "MAY", "WILL",  "EXPECT",  "SHALL",  "ESTIMATE",
"ANTICIPATE",  "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", "INTEND" OR SIMILAR
TERMS,  VARIATIONS  OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-
LOOKING STATEMENTS  SPECIFIED IN THIS REPORT HAVE BEEN COMPILED BY MANAGEMENT OF
THE COMPANY ON THE BASIS OF  ASSUMPTIONS  MADE BY MANAGEMENT  AND  CONSIDERED BY
MANAGEMENT TO BE REASONABLE.  FUTURE OPERATING RESULTS OF THE COMPANY,  HOWEVER,
ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,  GUARANTY, OR WARRANTY IS TO BE
INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THIS REPORT REPRESENT  ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY
AS  TO  POSSIBLE  CHANGES  IN  ECONOMIC,   LEGISLATIVE,   INDUSTRY,   AND  OTHER
CIRCUMSTANCES.  AS A RESULT,  THE  IDENTIFICATION AND INTERPRETATION OF DATA AND
OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND
AMONG REASONABLE  ALTERNATIVES  REQUIRE THE EXERCISE OF JUDGMENT.  TO THE EXTENT
THAT THE ASSUMED EVENTS DO NOT OCCUR,  THE OUTCOME MAY VARY  SUBSTANTIALLY  FROM
ANTICIPATED OR PROJECTED RESULTS, AND,  ACCORDINGLY,  NO OPINION IS EXPRESSED ON
THE  ACHIEVABILITY  OF THOSE  FORWARD-LOOKING  STATEMENTS.  IN  ADDITION,  THOSE
FORWARD-LOOKING  STATEMENTS HAVE BEEN COMPILED AS OF THE DATE OF THIS REPORT AND
SHOULD BE EVALUATED WITH  CONSIDERATION OF ANY CHANGES  OCCURRING AFTER THE DATE
OF THIS REPORT.  NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS  RELATING
TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS REPORT ARE ACCURATE, AND THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

Overview of the Vitamin and Health  Supplement  Industry.  The retail market for
vitamins and nutritional  supplements in the United States presently  exceeds $7
billion  annually.  Approximately  45% of adults in the United  States take some
form of vitamin or nutritional supplement.  We believe this market will continue
to expand  due to  increasing  consumer  awareness  of the  health  benefits  of
vitamins  and  nutritional  supplements.  We also  believe  that the  market for
vitamins and other nutritional supplements will continue to grow as the nation's
demographics continue to shift towards a more senior-aged population, who have a
greater  tendency to use vitamins on a regular  basis.  Industry  sources report
that  approximately 55% of Americans aged 50 and over are regular vitamin users.
It is  anticipated  that the 50 and over age group will be the  fastest  growing
segment of the United States population as the baby boom generation continues to
mature.

Overview of Our Business. We were incorporated on March 5, 1999, pursuant to the
provisions  of General  Corporation  Law of Nevada.  Our  executive  offices are
located at 2505 Rancho Bel Air, Las Vegas, Nevada 89107. Our telephone number is
(702)240-0124.  We were organized to engage in the manufacturing,  packaging and
sale and  distribution  of  vitamins  and  nutritional  supplements.  We plan to
distribute vitamin brands of other vitamin producers,  as well as developing our
own vitamin brands. We plan to develop, or acquire a license to distribute, many
different vitamin products. For example,  vitamin products can be sold in single
vitamin and in multivitamin  combinations with varying potency levels in various
forms,  including  tablets (both chewable and time released  tablets),  powders,
two-piece hard shell capsules, and soft gelatin encapsulated capsules, which are
known in the  industry  as "soft  gels".  We may  produce  our own  products  or
subcontract out production and packaging to others.


                                       7

<PAGE>


Some of our  shareholders  are friends and  business  associates  of Dr.  Robert
Milne. Dr. Milne is a board-certified  family practice  physician with extensive
experience  in  alternative   health  care,  allergy  testing  and  preventative
medicine. He is also the inventor of a patented  allergy-testing  device. Before
starting his own practice at the Milne Medical Center in Las Vegas,  Nevada, Dr.
Milne  was  Medical  Director  at the Omni  Medical  Center  and also  practiced
medicine at the Nevada Clinic after previous  assignments in emergency  medicine
and a family practice. Dr. Milne is the author of numerous papers in the medical
field  and has  authored  several  books,  including  The  Definitive  Guide  to
Headaches and The Photon  Connection - Energy for the New Millennium.  Dr. Milne
has been  developing  various  vitamin and  health-supplement  products for many
years.

In  December,  1999 we entered  into a  licensing  agreement  with Dr.  Milne to
acquire the rights to produce and market a photon-activated food supplement that
will provide consumers with the benefits of eating green vine- ripened fruit and
vegetables in a small package.

Private Label Industry. We will attempt to participate in the growing market for
private  label,  also  called  "store  brand",  vitamins.  Sales of store  brand
vitamins  have grown  significantly  in chain drug stores.  From the  consumer's
standpoint,  store brand  products  offer  lower-priced  and equal if not better
quality  alternatives  to nationally  advertised  brand name products.  From the
retailer's  standpoint,  such  products  allow for  lower  retail  pricing  than
national brands and yet provide  retailers with higher profit margins.  Industry
analysts  predict that private  label's share of the overall  market should grow
significantly over the next 10 years. We will try to market some of our products
directly to retail chain stores or to sublicense the rights to those products to
those retail chain stores.

Our  Competition  Has More Money Than We Do And Will  Continue To Introduce  New
Products.  The  vitamin and  nutrient  supplement  industry is rapidly  changing
through the continuous development and introduction of new products. Many of our
established  competitors  currently sell their vitamin products  directly to the
public over the  Internet.  We therefore  are  competing  not only with existing
store brand vitamins and giant vitamin manufacturers, but with a host of smaller
manufacturers  which compete with us more directly  because they,  too, claim to
have  products  on the  leading  edge of natural  supplements.  Our  competition
includes such  manufacturers  as  Apothecary,  Boiron,  Country Life,  Enzymatic
Therapy, Earths Lands & Seas, EAS, Flora, Forest Herbs , Futurebiotics, Grifron,
Healthcomm  International,  HFS, Lane Lab, MAX, Menuco, Natrol, Nature's Bounty,
Nature's Herbs,  Nature's Secret,  Nature's Way, NOW, Nutramax,  Osmo,  Pathway,
ProBiologic, Rezei Bar Ltd., Source Naturals, Twin Lab, and Zand.

Our  strategy  for growth  depends on our  ability to  continually  improve  and
enhance our existing products and introduce new products. In some cases, we will
be able to license the rights to use a product someone else has paid to develop.
However,  we may be  required  to spend our own funds to enhance or improve  our
product line to keep pace with evolving industry  standards.  This could require
the expenditure of significant funds and resources, and we do not presently have
a source or commitment for any such funds and resources.

Our Plan of  Operation  for Next 12  Months.  Over the next 12 months we plan to
establish  relationships with health food stores, retail vitamin chains and even
Internet vitamin wholesalers and suppliers.  We may also try some direct selling
efforts,  either by  establishing  a website on the  Internet or  marketing  our
products by  distributing  brochures and price lists  through the mails.  We may
place  advertisements  in magazines that promote  various sports and activities.
These sources,  as well as magazines  promoting  health products and targeted to
the alternative  medicine  practitioner,  will be the main focus of our magazine
advertising.  We may also enter into joint venture  agreements  or  distribution
agreements  with existing  vitamin  retailers or wholesalers if the  opportunity
arises.


                                       8

<PAGE>


Liquidity  and  Available  Cash for  Operations.  We believe  our  current  cash
resources are sufficient to fund our marketing and promotion activities relating
to our vitamin products for the next 9 months. Specifically,  at March 31, 2000,
we had cash and equivalents of $9,417.00, with no outstanding liabilities except
for the annual fees for  maintaining  the  corporation's  status required by the
State of Nevada.  We are not currently  generating any revenues from the sale or
licensing of our vitamin products.  Our only external source of liquidity is the
sale of our capital stock. Fortunately,  because Dr. Milne developed the vitamin
products we are licensing,  he, and not the company, paid the research costs and
other costs of development.

We Have No Employees.  We do not  currently  have any  employees.  We anticipate
using consultants for business,  accounting,  marketing and legal services on an
as-needed  basis.  Because we plan to enter  into  licensing  and  manufacturing
agreements  with third  parties,  we  anticipate  that we will  require very few
employees, if any, during the next fiscal year.

Producing Our Vitamin Products. We do not own production equipment and we do not
intend to purchase any production equipment or lease a production facility until
we have completed our initial marketing efforts.  We do not believe we will have
any  problems  purchasing  the  ingredients  necessary  to produce  our  vitamin
products in commercial quantities or that availability of those ingredients will
be significantly  effected by seasonal factors. The principal raw materials used
in the manufacturing process are natural and synthetic vitamins,  purchased from
manufacturers  primarily in the United States,  with certain materials  imported
from Japan and Europe.  We intend to purchase our raw  materials  from  numerous
sources,  both foreign and domestic,  so that we do not become  dependent on any
one supplier.

We Have Potential  Product Liability Risks. Any time you sell a product which is
consumed by the public,  you are exposed to potential  product  liability  risks
that are inherent in the testing,  manufacturing  and  marketing of  nutritional
supplement products.  We do not currently have product liability insurance,  and
there  can be no  assurance  that we will be able to  obtain  or  maintain  such
insurance on acceptable terms or, if obtained,  that such insurance will provide
adequate  coverage against potential  liabilities.  We face an inherent business
risk of exposure  to product  liability  and other  claims in the event that the
development  or use of our technology or products is alleged to have resulted in
adverse effects.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal  actions  pending  against the Company nor are any such legal
actions contemplated.

Item 2. Changes in Securities

Shares Issued as Compensation for Services. In March 1999, we issued at total of
550,000 shares of our common stock as compensation  for legal services  provided
to the company by Thomas E. Stepp, Jr. and his paralegal,  Richard Reincke,  who
was, and is, the sole director of the company, and the Secretary of the company.
Those  shares were not issued to Mr.  Reincke or Mr. Stepp as  compensation  for
services as either an officer or  director.  Those shares were valued at what we
believe was the fair market  value at the time of  issuance,  which was one cent
($0.001) per share. Also in March 1999, we issued 1,100,000 shares of our common
stock to Thomas  Krucker,  the President of the company  because he had expended
the funds to incorporate  the company and provided  services in connection  with
the  incorporation  of the company.  Those shares were valued at what we believe
was the fair market  value at the time he expended  those  funds,  which was par
value.

Sale of Our Common Stock. In March 10, 1999, we sold unregistered  shares of our
common stock in reliance on an exemption from registration  provided by Rule 504
of Regulation D of the Securities Act of 1933. We sold


                                       9

<PAGE>


a total of  1,000,000  shares of our common stock and  received  gross  proceeds
totaling $10,000 in cash from approximately 24 non-accredited investors.

Item 3. Defaults Upon Senior Securities

       None

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

       None.

Item 5. Other Information

       Not Applicable

Item 6. Exhibits and Reports on Form 8-K

       (a)    Exhibits

1      Underwriting Agreement (not applicable)

2      Plan of Merger (not applicable)

3.1    Articles of Incorporation* (Charter Document)

3.2    Certificate of Amendment to Articles of Incorporation* (Charter Document)

3.3    Bylaws*

10.1   Material  Contracts - License  Agreement dated December 29, 1999 with Dr.
       Robert Milne

11.    Statement Re:  Computation of Per Share Earnings  (included in Footnote 3
       of the Financial  Statements in Item 1 of this  Quarterly  Report on Form
       10-QSB)

15.    Letter on Unaudited Interim Financial Information (not applicable)

18.    Letter on Change in Accounting Principles (Not applicable)

19.    Reports Furnished to Security Holders (Not applicable)

22.    Published Report Regarding Matters Submitted to Vote (not applicable)

24.    Power of Attorney*


                                       10

<PAGE>


27.    Financial Data Schedule

99     Other (not applicable)

*Previously filed as exhibits to Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on October 13, 1999.

      (b) Reports on Form 8-K

       None.

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  Registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Newport Beach, State of California, on July 3, 2000.

                                                    Sun West Enterprises, Inc.,
                                                    a Nevada corporation

                                                    /s/ Ronald Almadova
                                                    By: Ronald Almadova
                                                    President


                                       11