Form 10-QSB
(As last amended in Release No. 33-7505, effective January 1,1999, 63 F.R. 9632)

                    U. S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

( X )   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                    For the quarterly period ended   JULY 31, 2000
                                                     ------------------------

(  )    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from                     to
                                      --------------------  --------------------
      Commission file number
                                      ------------------------------------------

                            Southland Financial, Inc.
--------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

              Nevada                                        94-3346241
   (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                      Identification No.)

           Suite 2, 25 Prospect Street, Box Hill, VIC 3128, Australia
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                011 612 9999 3884
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         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 (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   X         No
                  ------        -------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.

              Yes             No
                  ------        -------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 19,789,569

         Transitional Small Business Disclosure Format (check one):

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


<PAGE>


                            SOUTHLAND FINANCIAL, INC.

                                                                       Page
                                                                      ------
Part 1.           Financial Information ..............................  3

Item 1.           Financial Statements ...............................  3

                  Balance Sheet ......................................  3

                  Statement of Operations ............................  4

                  Statement of Cash Flows ............................  5

Item 2.           Plan of Operations ................................. 10

Part II.          Other Information .................................. 12


<PAGE>


SOUTHLAND FINANCIAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
JULY 31, 2000 AND JANUARY 31, 2000
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                       July 31, 2000
ASSETS                                                                                  (Unaudited)           January 31, 2000
================================================================================================================================
<S>                                                                                     <C>                       <C>
CURRENT ASSETS
     Cash and equivalents                                                               $       3,956             $    110,168
     Accounts receivable - affiliate                                                           34,630                  151,995
--------------------------------------------------------------------------------------------------------------------------------
         Total current assets                                                                  38,586                  262,163

EQUITY INVESTMENT IN JOINT VENTURE, net                                                     3,472,017                        -
--------------------------------------------------------------------------------------------------------------------------------

         TOTAL ASSETS                                                                   $   3,510,603             $    262,163
================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIENCY IN ASSETS)
================================================================================================================================

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                              $      83,758             $      5,684
     Salary payable - stockholder                                                             400,000                        -
     Due to stockholders                                                                      169,530                        -
     Directors fee payable                                                                    150,000                        -
     Due to directors                                                                         115,150                        -
--------------------------------------------------------------------------------------------------------------------------------
         Total current liabilities                                                            918,438                    5,684
--------------------------------------------------------------------------------------------------------------------------------

LONG TERM DEBT
     Salary payable                                                                                 -                  250,000
     Notes payable - directors                                                                      -                  200,647
--------------------------------------------------------------------------------------------------------------------------------
         Total long-term debt                                                                       -                  450,647
--------------------------------------------------------------------------------------------------------------------------------

     TOTAL LIABILITIES                                                                        918,438                  456,331
--------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
     Common  stock, par value $.001 per share; 100,000,000
         shares authorized; 19,789,569 and 15,489,569 issued
         and outstanding                                                                       19,790                   15,490
     Additional paid in capital                                                             7,904,211                2,793,510
     Stock subscription receivable                                                           (290,000)                (290,000)
     Deficit accumulated during the development stage                                      (5,041,836)              (2,713,168)
--------------------------------------------------------------------------------------------------------------------------------
         Total stockholders' equity (deficiency in assets)                                  2,592,165                 (194,168)
--------------------------------------------------------------------------------------------------------------------------------

         TOTAL LIABILITIES AND STOCKHOLDERS
            EQUITY (DEFICIENCY IN ASSETS)                                               $   3,510,603             $    262,163
================================================================================================================================
</TABLE>

                       See accompanying notes - unaudited

                                        3


<PAGE>


SOUTHLAND FINANCIAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JULY 31, 2000
AND THE PERIOD FROM INCEPTION (JANUARY 14, 1998) TO JULY 31, 2000
<TABLE>
<CAPTION>
================================================================================================================================

                                                               For the three              For the six               Inception
                                                                months ended              months ended          (January 14, 1998)
                                                               July 31, 2000             July 31, 2000          to July 31, 2000
                                                                (Unaudited)               (Unaudited)              (Unaudited)
================================================================================================================================
<S>                                                            <C>                      <C>                       <C>
NET EQUITY IN EARNINGS OF
     JOINT VENTURE                                             $      7,017             $       7,017             $      7,017
--------------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Consulting                                                           -                   123,172                1,860,213
     Directors fees                                                  75,000                 1,696,875                1,696,875
     Licensing fees                                                       -                    81,082                   81,082
     Management fees                                                      -                         -                  299,500
     Meals and entertainment                                            124                     1,110                    3,196
     Other expenses                                                   9,579                    15,815                   72,517
     Organizational expense                                               -                         -                  150,000
     Printing/office expense                                          9,937                     9,937                    9,937
     Professional fees                                               27,774                   175,968                  208,040
     Public relations and advertising                                     -                     8,000                   61,736
     Salaries and wages                                              75,000                   150,000                  400,000
     Stock related fees                                                  65                     1,805                   41,319
     Travel                                                          16,954                    74,028                  167,169
--------------------------------------------------------------------------------------------------------------------------------
         Total operating expenses                                   214,433                 2,337,792                5,051,584
--------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                          (     207,416)            (   2,330,775)           (   5,044,567)

OTHER INCOME                                                          1,638                     2,107                    2,731
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS                                                      ($    205,778)            ($  2,328,668)           ($  5,041,836)
================================================================================================================================

Weighted Average Number of Common
    Shares Outstanding                                         $ 17,017,830              $ 16,695,646               11,318,281
--------------------------------------------------------------------------------------------------------------------------------

Net loss per share - basic and diluted                        ($       0.01)            ($       0.14)           ($       0.45)
================================================================================================================================

</TABLE>

                       See accompanying notes - unaudited

                                        4


<PAGE>


SOUTHLAND FINANCIAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 31, 2000 AND THE PERIOD
FROM INCEPTION (JANUARY 14, 1998) TO JULY 31, 2000
<TABLE>
<CAPTION>
================================================================================================================================

                                                                                                                Inception
                                                                                    Six months ended         (January 14, 1998)
                                                                                      July 31, 2000            to July 31, 2000
                                                                                      (Unaudited)              (Unaudited)
================================================================================================================================
<S>                                                                                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                           ($  2,328,668)         ($   5,041,836)
--------------------------------------------------------------------------------------------------------------------------------
    Adjustments to reconcile net loss to net cash
       used in operating activities:
       Amortization of excess purchase price over net assets
           acquired in joint venture                                                           6,482                    6,482
       Equity in earnings of joint venture                                             (      13,499)         (        13,499)
       Stock issued for services                                                           1,650,001                3,444,001
       Changes in assets and liabilities:
          Accounts receivable                                                                117,365          (        34,630)
          Accounts payable                                                                    78,074                   83,758
          Salary payable                                                                     150,000                  400,000
          Directors fees payable                                                             150,000                  150,000
--------------------------------------------------------------------------------------------------------------------------------
              Total adjustments                                                            2,138,423                4,036,112
--------------------------------------------------------------------------------------------------------------------------------
                   Net cash used in operating activities                               (     190,245)         (     1,005,724)
--------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Net proceeds from issuance of common stock                                                     -                  725,000
    Net borrowings from stockholders                                                          83,883                  169,530
    Net borrowings from directors                                                                150                  115,150
--------------------------------------------------------------------------------------------------------------------------------
                   Net cash provided by financing activities                                  84,033                1,009,680
--------------------------------------------------------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH AND
    EQUIVALENTS                                                                        (     106,212)                   3,956

CASH AND EQUIVALENTS - BEGINNING                                                             110,168                        -
--------------------------------------------------------------------------------------------------------------------------------

CASH AND EQUIVALENTS - ENDING                                                           $      3,956           $        3,956
================================================================================================================================
</TABLE>

                       See accompanying notes - unaudited

                                        5


<PAGE>


SOUTHLAND FINANCIAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================


--------------------------------------------------------------------------------
NOTE 1.           BASIS OF PRESENTATION
--------------------------------------------------------------------------------

                  The accompanying unaudited consolidated condensed financial
                  statements include the accounts of Southland Financial Inc.,
                  and its wholly owned subsidiary Cactus Multimedia Inc., (the
                  Company), and have been prepared in accordance with generally
                  accepted accounting principles for interim financial
                  information. Accordingly, they do not include all of the
                  information and footnotes required by generally accepted
                  accounting principles for complete financial statements. In
                  the opinion of management, all adjustments considered
                  necessary for a fair presentation have been included and such
                  adjustments are of a normal recurring nature. Results for the
                  three month and six month periods ended July 31, 2000 are not
                  necessarily indicative of the results that may be expected for
                  the year ending January 31, 2001.

                  The financial data at January 31, 2000 is derived from audited
                  financial statements which are included in the Company's Form
                  8-K/A dated April 3, 2000 and should be read in conjunction
                  with the audited financial statements and the notes thereto.
                  Information relating to inception (January 14, 1998) to July
                  31, 2000 included in the consolidated condensed statements of
                  operations and cash flows have not been reviewed by
                  independent accountants.

--------------------------------------------------------------------------------
NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

                  Use of Estimates

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  Net Loss Per Share

                  The Company applies Statement of Financial Accounting
                  Standards No. 128, "Earnings Per Share" (FAS 128). Net loss
                  per share is computed by dividing net loss by the weighted
                  average number of common shares outstanding during the
                  reported periods after giving effect to a one-for-239 share
                  reverse stock split in January 1998. Outstanding stock
                  equivalents were not considered in the calculation as their
                  effect would have been anti-dilutive.

                  Investments

                  Investments in joint ventures, owned more than 20% but not in
                  excess of 50%, are recorded on the equity method.


                                        6


<PAGE>


--------------------------------------------------------------------------------
NOTE 3.           GOING CONCERN
--------------------------------------------------------------------------------

                  The Company has sustained substantial losses and negative cash
                  flows since inception. In the absence of achieving profitable
                  operations and positive cash flows from operations or
                  obtaining additional debt or equity financing, the Company may
                  have difficulty meeting current obligations.

                  In view of these matters, the Company may not have the ability
                  to continue in existence. Management believes that actions
                  presently being taken, including efforts to sell common stock,
                  provide the opportunity for the Company to continue as a going
                  concern. In addition, the stockholders and directors, have
                  agreed to not pursue collection of amounts due until such time
                  as the Company achieves profitable operations and/or it is
                  deemed by the directors that the Company has sufficient
                  working capital.

--------------------------------------------------------------------------------
NOTE 4.           ACQUISITION
--------------------------------------------------------------------------------

                  On April 3, 2000, Southland Financial, Inc., a Nevada
                  corporation, acquired all the outstanding shares of common
                  stock of Cactus Multimedia I, Inc. (CMI), a Delaware
                  corporation, in consideration for 500,000 shares of the
                  Company's common stock. In connection with this acquisition
                  the Company entered into a consulting agreement with the
                  former majority shareholder of CMI for one year and paid the
                  former shareholder of CMI $100,000. As a result, Cactus became
                  a wholly owned subsidiary of the Company. At the time of the
                  acquisition, CMI had no operations and nominal net assets. The
                  acquisition is intended to qualify as a reorganization within
                  the meaning of Section 368 (a)(2)(B) of the Internal Revenue
                  Code of 1986, as amended. Upon effectiveness of the
                  acquisition Southland became the successor issuer to Cactus
                  for reporting purposes, under the Securities Exchange Act of
                  1934.

--------------------------------------------------------------------------------
NOTE 5.           CHINA BEIJING STARBRIDGE HENGXIN INFORMATION
                  TECHNOLOGY, INC. LTD. JOINT VENTURE
--------------------------------------------------------------------------------

                  During March 2000, the Company entered into a contract with
                  China Changfeng StarBridge Computer Technology Ltd. (CCF), a
                  Chinese company to form a Sino-foreign Joint Venture to
                  develop Internet, Intranet and e-commerce businesses in China.
                  Under the contract, CCF will acquire a 55% ownership and the
                  Company will obtain a 45% ownership in CCF Starbridge, a
                  systems integrator holding an ISP license in China. Effective
                  July 24, 2000, upon final approval of the agreement by the
                  Ministry of Trade and Economic Cooperation, (MOFTEC), the
                  Company acquired a minority equity position in the Joint
                  Venture, in exchange for two million common stock shares of
                  the Company.

                  In addition, the Company issued one million shares of common
                  stock to a third party who provided consultations,
                  introductions, and intermediary services in connection with
                  this transaction.


                                       7


<PAGE>


--------------------------------------------------------------------------------
NOTE 5.           CHINA BEIJING STARBRIDGE HENGXIN INFORMATION
                  TECHNOLOGY, INC. LTD. JOINT VENTURE (Continued)
--------------------------------------------------------------------------------

                  The joint venture's unaudited summary of financial information
                  is as follows:

                  Condensed Statement of Earnings for the period ended from
                  December 31, 1999 to July 31, 2000

                  Joint Venture

                  Net sales                                      $    7,489,189
                  Gross profit                                        2,995,676
                  Income before income taxes                          1,067,572
                  Net income                                            907,400

                  Southland's Equity in Earnings

                  Southland equity in income for the period              13,499

                  Amortization expense for the excess of cost
                       over the underlying net assets of the
                       joint venture                            (         6,482)
                  --------------------------------------------------------------

                  Net equity in earnings of the joint venture    $        7,017
                  ==============================================================

                  The Company's investment in joint venture includes the
                  unamortized excess of the company's investment over its equity
                  in the joint venture's net assets. This excess was $2,910,270
                  at July 31, 2000, and is being amortized on a straight-line
                  basis over an estimated economic useful life of 10 years.

                  Condensed balance sheet information for the joint venture was:

                  Condensed Balance Sheet

                  Current assets                                 $      225,236
                  Noncurrent assets                                   1,109,393
                  Current liabilities                                   116,302
                  Shareholders' equity                                1,218,327

--------------------------------------------------------------------------------
NOTE 6.           COMMITMENTS
--------------------------------------------------------------------------------

                  Future annual minimum payments under an employment agreement
                  with a key executive are as follows:

                  Year ended January 31,
                  2001                                           $      300,000
                  2002                                                  350,000
                  --------------------------------------------------------------

                                                                 $      650,000
                  ==============================================================


                                       8


<PAGE>


--------------------------------------------------------------------------------
NOTE 7.           SIGNIFICANT AGREEMENTS
--------------------------------------------------------------------------------

                  On May 5, 2000, the Company entered into an agreement for the
                  sale of 1,000,000 shares of its common stock to an unrelated
                  third party for approximately $700,000 cash based upon the
                  Company's closing bid price, (as defined), at delivery of
                  share certificates and cash consideration to a specified trust
                  account. As of June 16, 2000, 1,000,000 shares certificates
                  have been delivered to the specified trust account, however,
                  as the cash consideration was not placed in escrow as required
                  by the agreement, this transaction is not expected to be
                  consummated. Management anticipates canceling the shares held
                  in trust.


                                       9


<PAGE>


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

General

         Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or use of negative or other
variations or comparable terminology.

         The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.

         Management believes comparison of the results of operations for the six
month period ended July 31, 2000 to the six month period ended July 31, 1999
would not be meaningful as the Company is a developmental company, has sustained
substantial operating losses and has sustained negative cash flows since
inception.

         On April 3, 2000, the Company acquired all the outstanding shares of
common stock of Cactus Multimedia I, Inc. in consideration for 500,000 shares of
the Company's common stock. This transaction was reported on Form 8-K on April
3, 2000 and on Form 8-K/A on April 18, 2000.

         Plan of Operations

         Since inception the Company has sustained a net loss of $5,041,836. The
net loss for the six months ended July 31, 2000 was $2,328,668. Operating
expenses have been principally attributable to consulting expenses and directors
fees, a substantial portion of which has been paid in the Company's common
stock. The Company will need to raise funds through the sale of its securities,
loan or other financing alternatives. The Company is reviewing financing
alternatives, but to date has not identified any financing alternatives that are
on terms acceptable to the Company. Management anticipates finalizing some
financing alternative within the next fiscal quarter. The Company does not
anticipate any expenses for research and development. The Company expects to
purchase computer equipment within the next 12 months. The Company does not
anticipate a change in the number of employees in the next fiscal quarter.


                                       10


<PAGE>


         The Company intends to generate revenues through several projects in
the Peoples Republic of China, one of which has recently commenced.

         Revenues for the six months ended July 31, 2000 consisted of net equity
in earnings from a joint venture in the amount of $7,017. These revenues are
from a Sino foreign joint venture, CCF StarBridge Hengxin, among the Company and
China Changfeng StarBridge Computer Technology Ltd. (CCSC), a Chinese company.
This joint venture commenced on July 24, 2000, after final approval was granted
by the Chinese Ministry of Foreign Trade and Economic Cooperation (MOFTEC). The
CCF StarBridge Hengxin joint venture has developed a systems integration system
and also holds a national ISP license in the Peoples Republic of China. The
Company owns 45% of this joint venture.

         Management of the Company is also negotiating for the acquisition of
Gold Phoenix and Associates Limited, a Hong Kong company. Gold Phoenix owns 60%
of Ai Wei Technologies Corporation, a Chinese corporation, that holds the right
to distribute smart cards for a health card registration management system
throughout the Peoples Republic of China. Management believes that this
acquisition will be completed by the end of the next fiscal quarter.

         The Company intends to enter into other projects in the Peoples
Republic of China, including the development of Internet cafes and Internet
portals in hotels.

         Liquidity and Capital Resources

         The Company, since its inception, has experienced severe negative cash
flows and has met its cash requirements by issuing its common stock. Additional
funds were generated by borrowings of approximately $280,000 from stockholders
and directors. The Company is seeking additional funding to facilitate its
business plan. While an agreement was made for the sale of one million shares of
common stock for $700,000 and shares issued for this transaction, funding has
not been received. The Company does not anticipate receiving funds from this
agreement and has instructed its transfer agent to cancel these shares. Note 3
of the Consolidated Condensed Financial Statements states that the Company may
not be able to continue as a going concern.

         The Company has never paid cash dividends on its Common Stock. The
Company presently intends to retain future earnings, if any, to finance the
expansion of its business and does not anticipate that any cash dividends will
be paid in the foreseeable future. The future dividend policy will depend on the
Company's earnings, capital requirements, expansion plans, financial condition
and other relevant factors.


                                       11


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

         None.

ITEM 2.  Changes in Securities and Use of Proceeds

         None.

ITEM 3.  Defaults Upon Senior Securities

         None.

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

         None.

ITEM 5.  Other Information

         None.

ITEM 6.  Exhibits and Reports on Form 8-K


    (a)      Exhibits required by Item 601 of Requlation S-B

                None.

    (aa)     Reports on Form 8-K

                None.


                                       12


<PAGE>


                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          SOUTHLAND FINANCIAL, INC.



Date: September 19, 2000                  By:  /s/ David Turik
                                             -----------------------------------
                                             David Turik, Director and President