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. 000-27613

                           DESERT WEST MARKETING, INC.
             (Exact name of registrant as specified in its charter)

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

        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]


PART I.   FINANCIAL INFORMATION

Item 1.

Financial Statements

<PAGE>


                           Desert West Marketing, Inc.
                          (A Development Stage Company)

                              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)


<PAGE>


                           Desert West Marketing, 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 and
       For the Period from March 5, 1999 (Inception) to December 31, 1999
                                   (Unaudited)



Financial Statements of Desert West Marketing, 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  Three and
     Nine Month Periods 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>


                           Desert West Marketing, Inc.

                          (A Development Stage Company)

                                  Balance Sheet

                                December 31, 1999
                                   (Unaudited)

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


                                     ASSETS

Cash                                                                   $  7,500
Accrued interest                                                             83
Due from shareholder                                                      2,500
                                                                       --------
Total  assets                                                          $ 10,083
                                                                       ========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                       $  1,199
                                                                       --------
Total liabilities                                                         1,199
                                                                       --------
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                          (2,766)
                                                                       --------

Total shareholders' equity                                                8,884
                                                                       --------

Total liabilities and shareholders' equity                             $ 10,083
                                                                       ========


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


                                        1

<PAGE>


                           Desert West Marketing, 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)

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


                                                                   Period from
                                   Three Months    Nine Months     March 5, 1999
                                      Ended           Ended       (Inception) to
                                   December 31,    December 31,    December 31,
                                       1999            1999            1999
                                   ------------    ------------    ------------

Revenue                                      --              --              --

Cost of sales                                --              --              --
                                   ------------    ------------    ------------
     Gross profit                            --              --              --

Other expenses                     $     (1,116)   $     (1,116)   $     (2,766)
                                   ------------    ------------    ------------

Net loss                           $     (1,116)   $     (1,116)   $     (2,766)
                                   ============    ============    ============


Net loss per share                           --              --              --
                                   ============    ============    ============


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


                                        2
<PAGE>


                           Desert West Marketing, 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                                        --                      --          --           --          --           --
    Issuance of 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                                           --                      --          --           --      (1,116)      (1,116)
                                                ---------               ---------   ---------    ---------   ---------    ---------
Balance, December 31, 1999                      2,650,000               $   2,650          --    $   9,000      (2,766)   $   8,884
                                                =========               =========   =========    =========   =========    =========
</TABLE>


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


                                        3
<PAGE>


                           Desert West Marketing, 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)
--------------------------------------------------------------------------------


                                                                   Period from
                                                    Nine Months   March 5, 1999
                                                       Ended     (Inception) to
                                                    December 31,   December 31,
                                                       1999           1999
                                                    ----------    ------------

Cash flows from operating activities:

     Net loss                                       $   (1,116)    $   (2,766)
     Adjustments to reconcile net loss to
       net cash used in  operations:
       Decrease in assets:
         Accrued interest                                  (83)           (83)
         Due from shareholder                           (2,500)        (2,500)
       Increase in liabilities:
         Accounts payable                                1,199          1,199
                                                    ----------     ----------
Cash used in operating activities                       (2,500)        (4,150)
                                                    ----------     ----------

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             --
                                                    ----------     ----------
Net increase (decrease) in cash                          7,500          7,500
Cash at beginning of period                                 --             --
                                                    ----------     ----------
Cash at end of period                               $    7,500     $    7,500
                                                    ==========     ==========

                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)


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


                                        4
<PAGE>


                           Desert West Marketing, 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 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 six
     months ended December 31, 1999.

2.   Development Stage Operations

     Desert West Marketing,  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.  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

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

     The Company does not have any potentially dilutive securities.

     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 are as follows:


                                       5
<PAGE>


                           Desert West Marketing, 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

<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   $    (1,199)   $    (1,199)   $    (2,849)
                                                      -----------    -----------    -----------
          Weighted-average shares                       2,650,000      2,650,000      2,550,000
                                                      -----------    -----------    -----------

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

4.   License Agreement

     In  December  1999,  the Company  entered  into an  agreement  to license a
     natural  anti-cholesterol   encapsulated  health  supplement  derived  from
     fermented  rice and Peruvian  plant  products.  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 per 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


                                        1
<PAGE>


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 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.  Our original
business plan was to distribute  vitamin brands of other vitamin  producers,  as
well as developing our own vitamin brands. We originally  planned to manufacture
some of our own vitamin products.

We also planned to market  health  related  products  other than vitamins if the
opportunity  presented  itself. We planned to market our products to alternative
medicine  practitioners,  health  food  stores  and other  wholesale  and resale
sources.  Because  research  and  development  costs in the  vitamin  and health
supplement  industry  are so high,  and our funds are  limited,  we  decided  to
acquire the right to sell or distribute  existing  products or obtain licensing,
marketing, distribution or other rights to those types of products.

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.


                                        2
<PAGE>


In  December,  1999 we entered  into a  licensing  agreement  with Dr.  Milne to
acquire the rights to produce and market a natural  anti-cholesterol  supplement
which is taken in capsule form.  This  supplement is derived from fermented rice
and Peruvian  plant  products.  The licensing  agreement  requires us to pay Dr.
Milne one-tenth of a cent per capsule which we sell directly,  and one-twentieth
a cent per capsule which we sell through a sublicensor.

Cholesterol  is a waxy  substance in your blood that helps form cell  membranes,
hormones and other tissue.  But when there's too much of it in your bloodstream,
it clogs up your  arteries  and can lead to heart  disease.  Your body  produces
about  1,000  milligrams  of  cholesterol  a day.  The  rest  of it  comes  from
animal-based food in your diet, such as meat, fish, eggs and dairy.

About  15  million  Americans  presently  take  cholesterol-lowering  drugs.  By
lowering the level of so-called bad or LDL cholesterol in the blood, or lowering
the amount of a fat called  triglyceride,  these drugs can prevent heart disease
and save lives.  However, like all pharmaceuticals,  cholesterol-lowering  drugs
have  side  effects,  some of which  may  argue  against  their  use by  certain
patients.  The most commonly prescribed drugs to control cholesterol belong to a
family called statins.  These types of drugs, which are marketed under the brand
names Pravacol, or pravastatin,  Zocor, or simvastatin, and other names, work by
interfering with the multi-step cholesterol  manufacturing process in the liver,
reducing blood cholesterol levels.

But because  statins  act  directly  on the liver,  they can also cause  general
inflammation,  a condition that shows up in a liver-function blood test. In rare
cases,  statins can also cause general muscle  inflammation.  If left untreated,
this  condition  can  progress to breakdown of muscle  tissue.  Then,  as muscle
molecules  enter the blood,  they can  overload  the  kidneys and lead to kidney
failure.  Such muscle symptoms occur mostly in people taking more than one drug.
Immunosuppressants,    like   those   used   by   all   transplant   recipients,
triglyceride-lowering  drugs and even the common antibiotic  erythromycin  often
trigger muscle inflammation.

Another  problem with statins is that they can reduce sperm count and  adversely
affect a developing  fetus. So men and women of  childbearing  age might want to
avoid taking them, or be careful about conceiving a child while on the drugs.

There  are   alternatives   to  the  use  of   statins.   Perhaps   the   safest
cholesterol-lowering drugs, the bile acid resins, marketed under the brand names
Questran  and  Colestid,  never  enter the blood.  Instead,  they  remain in the
intestine,  tying  up  bile  acids.  The  liver  manufactures  bile  acids  from
cholesterol, so when resins disable these chemicals, the liver makes more, using
up more cholesterol, thus lowering blood cholesterol levels. But the resin drugs
can cause constipation, and they can prevent absorption of other medications.

The familiar  vitamin  niacin also works to lower LDL  cholesterol,  if taken in
high  doses.   Rarely,   niacin  can  cause  liver  damage.  But  the  vitamin's
blood-vessel relaxing function causes the most potential problems,  says Miller.
Niacin  causes a sort of super  blushing  or hot  flashes.  There are also drugs
called  fibrates,  marketed under the brand name  Gemfibrozil and the soon-to-be
released Lipidil,  which  dramatically  decrease  triglyceride  levels and, as a
bonus, raise HDLs, the so-called "good" cholesterol.  Their effect on LDLs falls
short of statins, however.

Because  of  the  existing  and  potential  side  effects  of all  the  existing
prescription drugs, we believe our product may provide an attractive alternative
to the drug treatments presently available to lower cholesterol.

Our Plan of Operation  for Next 12 Months.  We plan to  establish  relationships
with  alternative  medicine  practitioners  and others  interested  in promoting
alternative  treatments.  We will  focus our  initial  marketing  efforts on the
states of  Nevada,  Utah and  California.  We plan to  market  our  products  by
distributing brochures and price


                                        3
<PAGE>


lists through the mails.  Follow-up  calls will be made to promising  prospects.
This approach will be our primary  marketing method,  although,  if we gain some
market acceptance, 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. At this time, until the product gains support
among alternative  health care providers,  advertising the product is premature.
We also must arrange for commercial manufacture of the product, which we plan to
subcontract, and for packaging and distribution, which we will also subcontract,
at least initially.

Liquidity and Available Cash for Operations.  Our current cash resources are not
sufficient  to fund our  marketing  and  promotion  activities  relating  to our
anti-cholesterol capsules for the next 9 months. We are not currently generating
any revenues from the sale or licensing of the anti-cholesterol  supplement. Our
only external source of liquidity is the sale of our capital stock. Fortunately,
because  Dr.  Milne  developed  the  anti-cholesterol  capsule,  he, and not the
company, paid the research and other costs of its development.  However, we will
have to raise  additional funds or collect funds owed to the Company to continue
with our business plan.

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  when we have  achieved  market  acceptance  and
support for our  anti-cholesterol  capsule,  we anticipate  that we will require
very few employees, if any, during the next fiscal year.

Producing Our  Anti-Cholesterol  Capsule. 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 rice  and  Peruvian  plant
products necessary to produce our anti-cholesterol  capsule or that availability
of those  ingredients will be significantly  effected by seasonal  factors.  Any
time you must  purchase  any  products  from  outside  the  United  States,  you
encounter many potential problems,  such as political instability in the country
of origin,  raises in tariff rates,  fluctuations in foreign exchange rates, and
general shipping and handling  supplies through customs.  We believe that all of
these details are manageable risks which are common risks of purchasing supplies
outside the United States.

We May  Be  Forced  to  Recall  Our  Product.  If we  receive  complaints  about
side-effects, or if Dr. Milne determines that there is some type of problem with
the  anti-cholesterol  capsules  on the market,  we might  recall some or all of
these capsules.  For example, if there was some foreign substance  contaminating
the capsules during the production  process, we would recall all the capsules we
had shipped,  even uncontaminated  capsules,  to protect the public.  Government
agencies having regulatory  authority for product sales might order us to recall
our product due to  disputed  labeling  claims,  manufacturing  issues,  quality
defects or other reasons.  A product recall would damage our reputation with the
public and could put us out of business.

Our  business  also  exposes us 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.


                                        4
<PAGE>


                           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 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 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)


                                        5
<PAGE>


3.3       Bylaws*

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

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*

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.


                                                 Desert West Marketing, Inc.,
                                                 a Nevada corporation

                                                 /s/
                                                 By: Russell Seedborg
                                                 President



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