UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
                   ACT REPORTING REQUIREMENTS

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2000.

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

For     the    transition    period    from    ________________to
___________________

Commission File Number: 000-27623






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







Nevada
(State of                                   (I.R.S. Employer
organization)                            Identification No.)

2505 Rancho Bel Air, Las Vegas, NV 89107
(Address of principal executive offices)

Registrant's telephone number, including area code 702-240-0124

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

There are 2,650,000 shares of common stock issued and outstanding
as of September 30, 2000.

                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Unaudited  financial statements for the  quarter  ended
            September 30, 2000.
                    Sunwest Enterprises, Inc.
                  (A Development Stage Company)

          Index to the Financial Statements (Unaudited)
                  As of September 30, 2000 and
For the Three and Six Month Periods Ended September 30, 2000 and
                            1999 and
 For the Period from March 5, 1999 (Inception) to September 30,
                              2000




   Financial  Statements of Sunwest
       Enterprises, Inc.:
          <TABLE>
          <S>                                                 <C>
          Balance Sheet, as of September 30, 2000                   1
          (Unaudited)

          Statements of Operations for the Three and Six            2
          Month Periods Ended September 30, 2000 and 1999
          and for the Period from March 5, 1999 (Inception)
          to September 30, 2000 (Unaudited)

          Statement of Shareholders' Equity for the Six             3
          Month Period Ended September 30, 2000 and for the
          Period from March 5, 1999 (Inception) to
          September 30, 2000 (Unaudited)

          Statement of Cash Flows for the Three and Six             4
          Month Periods Ended September 30, 2000 and 1999
          and for the Period from March 5, 1999 (Inception)
          to September 30, 2000 (Unaudited)

          Notes to Financial Statements (Unaudited)                 5

          </TABLE>


                    Sunwest Enterprises, Inc.

                  (A Development Stage Company)

                          Balance Sheet

                       September 30, 2000
                           (Unaudited)



<TABLE>

<S>                                     <C>

                        ASSETS

Cash                                                910
Accrued interest                                 $  975
Due from shareholder                              9,000
                                               --------
Total  assets                                  $ 10,885

                                               ========



         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            2,650
outstanding.
Additional paid-in capital,                       9,000
Deficit accumulated during development          (1,278)
stage
                                               --------
Total shareholders' equity                       10,372
                                               --------
Total  liabilities  and  shareholders'         $ 10,885
equity
                                               ========
</TABLE>
  The accompanying notes are an integral part of the financial
                           statements.
                 See accountants' review report.

                                2


                            Sunwest Enterprises, Inc.

                          (A Development Stage Company)

                             Statement of Operations

    For the Three and Six Month Periods Ended September 30, 2000 and 1999 and
       For the Period from March 5, 1999 (Inception) to September 30, 2000
                                   (Unaudited)



<TABLE>

<S>                       <C>            <C>            <C>            <C>            <C>

                                                                                      For the
                          For the        For the        For the        For the        Period from
                          Three Month    Three Month    Six Month      Six Month      March 5, 1999
                          Period Ended   Period Ended   Period ended   Period Ended   (inception) to
                          September 30,  September 30,  September 30,  September 30,  September 30,
                          2000           1999           2000           1999           2000


Revenue                               -              -             -              -               -

Cost of sales                         -              -             -              -               -

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

  Gross profit                        -             -               -



Other expenses                    $(15)             -         $  (30)             -      $  (2,253)

Other income                     $  225            75            450             75             975

                                -------       --------    ----------
Net income (loss)                $  210          $  75        $  420          $  75       $ (1,278)
                                =======       ========    ==========
Net income (loss) per                 -             -              -              -               -
share
                                =======       ========    ==========     ==========      ==========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        4
                            Sunwest Enterprises, Inc.
                          (A Development Stage Company)
                        Statement of Shareholders' Equity
              For the Six Month Period Ended September 30, 2000 and
       For the Period from March 5, 1999 (Inception) to September 30, 2000
                                   (Unaudited)

<TABLE>
<S>                  <C>         <C>         <C>         <C>        <C>         <C>           <C>
                                                                                Deficit
                                                                                Accumulated
                                 Price                   Common     Additional  During the
                     Common      Per         Common      Stock       Paid-in    Development
                     Shares      Share       Stock       Subscribed Capital     Stage         Total
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)            -         (48)        (48)
Net loss                     -           -           -           -            -
                     ---------     --------   --------    --------     --------    --------      -------
Balance,
March 31, 2000       2,650,000                    2,650          -        9,000      (1,698)       9,952
Net Income                   -                       -           -            -          420         420
Balance
September 30, 2000   2,650,000                   2,650        $  -       $9,000    $ (1,278)      10,372
                     =========                ========     ========    ========     ========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        5
                    Sunwest Enterprises, Inc.

                  (A Development Stage Company)

                     Statement of Cash Flows

                  As of September 30, 2000 and
 For the Six Month Periods Ended September 30, 2000 and 1999 and
 For the Period from March 5, 1999 (Inception) to September 30,
                              2000
                           (Unaudited)


<TABLE>
<S>                                 <C>           <C>            <C>
                                                                 For the
                                                                 Period From
                                    Six Month     Six Month      March 5, 1999
                                    Period Ended  Period Ended   (Inception) to
                                    September 30, September 30,  September 30,
                                    2000          1999           2000

Cash flows from operating
activities:

  Net loss                                $  420         $  75      $  (1,278)

  Adjustments to reconcile net
income
  (loss) to net cash

    Increase in assets:

     Accrued Interest                      (450)           (75)          (975)

     Due from shareholder                      -        (9,000)       (10,740)

    Increase  in liabilities:

     Accounts payable                          -              -          (513)
                                          ------      ---------       --------
Cash used in operating activities           (30)        (9,000)       (10,740)
                                          ------      ---------       --------
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             (30)          1,000           910
Cash at beginning of period                  940              -             -
                                          ------      ---------      --------
Cash at end of period                     $  910       $  1,000        $  910
                                          ======      =========      ========
</TABLE>


<TABLE>
<S>                                 <C>           <C>            <C>



               Supplemental Disclosure of Cash Flow Information
                                                                 For the
                                                                 Period From
                                    Six Month     Six Month      March 5, 1999
                                    Period Ended  Period Ended   (Inception) to
                                    September 30, September 30,  September 30,
                                    2000          1999           2000

Interest paid                                   -             -              -
Income taxes paid                               -             -              -
</TABLE>

Supplemental Schedule of Non-Cash Investing and Financing Activities

      <TABLE>

      <S>                                  <C>           <C>           <C>

      Common stock subscriptions:

Stock subscriptions receivable                       -     $  10,000        $10,000

      Common stock subscribed                        -     $  (1,000)      $(1,000)

      Additional paid-in capital                     -     $  (9,000)       (9,000)

      </TABLE>
  The accompanying notes are an integral part of the financial
                           statements.

                                6
                    Sunwest Enterprises, Inc.

                  (A Development Stage Company)

                  Notes to Financial Statements

                  As of September 30, 2000 and
For the Three and Six Month Periods Ended September 30, 2000 and
                            1999 and
 For the Period from March 5, 1999 (Inception) to September 30,
                              2000
                           (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, necessary  to
   present fairly its financial position as of September 30, 2000
   and  the  related  results  of its  operations,  shareholders'
   equity   and  cash flows for the three and six  month  periods
   ended  September  30, 2000 and 1999 and for  the  period  from
   March  5, 1999 (inception) to September 30, 2000. The  results
   of  operations  for the three and months ended  September  30,
   2000,  are  not  necessarily indicative of the results  to  be
   expected for the full year. These statements are condensed and
   therefore  do not include all of the information and footnotes
   required  by  generally  accepted  accounting  principles  for
   complete financial statements. The statements should  be  read
   in  conjunction  with the financial statements  and  footnotes
   included in the Company's annual report on Form 10KSB for  the
   year ended March 31, 2000.
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.

                                7
                    Sunwest Enterprises, Inc.

                  (A Development Stage Company)

                  Notes to Financial Statements

                  As of September 30, 2000 and
For the Three and Six Month Periods Ended September 30, 2000 and
                            1999 and
 For the Period from March 5, 1999 (Inception) to September 30,
                              2000
                           (Unaudited)


3. Income (Loss) Per Common Share

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

   The computations of the income (loss) per common share for the
   three and six month periods ended September 30, 2000 and  1999
   and for the period from March 5, 1999 (inception) to September
   30, 2000 follow.

   The Company does not have any potentially dilutive securities.


<TABLE>
<S>                        <C>           <C>             <C>


                                         For the         For the
                                         Three Month     Three Month
                                         Period Ended    Period Ended
                                         September 30,   September 30,
                                         2000            1999
  Net income (loss)
available
  To common shareholders                        $   210           $  75
  Weighted-average shares                     2,650,000       2,650,000
                                              ---------      ----------
Income (loss) per common                           $  -            $  -
share
                                              =========      ==========
</TABLE>

<TABLE>
<S>                        <C>           <C>             <C>
                                                         For the
                                                         Period From
                           Six Month     Six Month       March 5, 1999
                           Period Ended  Period Ended    (Inception) to
                           September 30, September 30,   September 30,
                           2000          1999            2000

  Net income (loss)
available
  To common shareholders         $  420          $   75      $  (1,278)
  Weighted-average shares     2,650,000       2,650,000       2,603,125
                              ---------       ---------      ----------
Income (loss) per common
share                                 -               -            $  -
                              =========       =========      ==========
</TABLE>

                                8


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  PLAN   OF
          OPERATIONS

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.

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.

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. Those  shares
were  valued at what we believe was the fair market value at  the
time of issuance, which was $0.001 per share. Also in March 1999,
we  issued 1,100,000 shares of our common stock to Thomas Krucker
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, 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 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) (1)

     3.2  Certificate  of Amendment to Articles of  Incorporation
          (Charter Document) (1)

     3.3  Bylaws (1)

     10.1       Material  Contracts  -  License  Agreement  dated
          December 21, 1999 with Dr. Robert Milne (2)

     11   Statement   Re:  Computation  of  Per  Share   Earnings
          (included in Footnote 2 of the Financial Statements  in
          Item 1 of this Quarterly Report on Form 10-QSB)

     15   Letter   on  Unaudited  Interim  Financial  Information
          (included  in Financial Statements in Item  1  of  this
          Quarterly Report on Form 10-QSB)

     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 (1)

     27   Financial Data Schedule

     99   Other (not applicable)

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

(2)  Previously filed as exhibits to Form 10-QSB for the  quarter
     ended  December  31,  1999  filed with  the  Securities  and
     Exchange Commission on July 20, 2000.

     (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  Las
Vegas, Nevada, on December 15, 2000.

                              Sunwest Enterprises, Inc., a Nevada
                              corporation


                              /s/ Ronald Almadova
                              By: Ronald Almadova, President