UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

For the quarterly period ended    June 30, 2001
                               -----------------------

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

For the transition period from ________________ to _______________

Commission File No.     000-30105
                    -------------

                           PAWNBROKERS EXCHANGE, INC.
        (Exact name of Small Business Issuer as specified in its charter)

         Utah                                    84-1421481
--------------------------------        --------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

         158 South State Street
         Salt Lake City, Utah                                 84111
--------------------------------------------         ---------------------------
(Address of principal executive offices)             (Zip Code)


Issuer's telephone number, including area code     (801) 238-0111
                                               ---------------------------------

         Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

         Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date.

             Class                          Outstanding as of June 30, 2001
--------------------------                  --------------------------------
NO PAR VALUE COMMON STOCK                   2,149,000 SHARES


<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF PRESENTATION

General

         The accompanying  unaudited financial  statements have been prepared in
accordance with the instructions to Form 10-QSB and,  therefore,  do not include
all information and footnotes necessary for a complete presentation of financial
position,  results of  operations,  cash flows and  stockholders'  (deficit)  in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments  are of a normal  recurring  nature.  Operating  results for the six
months ended June 30, 2001, are not  necessarily  indicative of the results that
can be expected for the year ending December 31, 2001.


                                        2

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                             June 30,            December 31,
                                                                                               2001                  2000
                                                                                        ------------------    ------------------
                                                                                            (Unaudited)            (Audited)
ASSETS
CURRENT ASSETS
<S>                                                                                     <C>                   <C>
   Cash                                                                                 $           10,179    $            5,243
   Pawns receivable                                                                                 16,431                18,057
   Inventory                                                                                        57,605                60,571
                                                                                        ------------------    ------------------

                                                                TOTAL CURRENT ASSETS                84,215                83,871

   Property & equipment                                                                             20,994                25,068
                                                                                        ------------------    ------------------

                                                                                        $          105,209    $          108,939
                                                                                        ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                                     $           56,043    $           40,523
   Accrued expenses                                                                                  7,823                 7,182
   Loan Payable                                                                                     10,000                10,000
   Accrued expenses - related parties                                                               65,932                53,530
   Franchise tax payable                                                                                 0                   100
   Loans payable - related parties                                                                 118,000                92,000
                                                                                        ------------------    ------------------

                                                           TOTAL CURRENT LIABILITIES               257,798               203,335
                                                                                        ------------------    ------------------

                                                                   TOTAL LIABILITIES               257,798               203,335

SHAREHOLDERS' EQUITY (DEFICIT)
   Common stock no par value, 300,000,000 shares authorized;
     2,149,000 shares issued                                                                       191,372               191,372
   Deficit accumulated during development stage                                                   (343,961)             (285,768)
                                                                                        ------------------    ------------------

                                                TOTAL SHAREHOLDERS' EQUITY (DEFICIT)              (152,589)              (94,396)
                                                                                        ------------------    ------------------

                                                                                        $          105,209    $          108,939
                                                                                        ==================    ==================
</TABLE>

See Notes to Financial Statements.

                                        3

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                       Period
                                                                                                                        from
                                                                                                                       7/9/97
                                                          Three Months Ended              Six months Ended            (Date of
                                                               June 30,                       June 30,              inception) to
                                                          2001           2000           2001            2000           6/30/01
                                                     -------------   -------------  -------------  -------------   ---------------
<S>                                                  <C>             <C>            <C>            <C>             <C>
Sales                                                $      33,113   $      36,895  $      65,999  $      80,371   $       496,290
Cost of Sales                                               12,586          13,300         25,874         30,469           187,539
                                                     -------------   -------------  -------------  -------------   ---------------
                                       GROSS PROFIT         20,527          23,595         40,125         49,902           308,751

Expenses:
   General and Administrative expenses:
     Advertising                                             1,865           5,463          5,193          6,663            47,071
     Bank charges                                              238             181            583            411             3,209
     Depreciation                                            2,037           2,037          4,074          4,074            28,106
     Insurance                                                   0               0          1,105          1,118             4,894
     Interest                                                  250             250            500            500             2,167
     Interest - related parties                              6,580           4,119         12,402          7,838            66,932
     Miscellaneous overhead                                  1,312             908           (258)         3,959            12,366
     Office supplies                                           169             864            394          2,189            18,295
     Outside services                                        8,027               0         15,067         16,090            68,754
     Payroll and payroll taxes                              16,733          18,665         33,275         35,045           211,235
     Property taxes                                              0             321          4,649          4,119            16,002
     Rent - related party                                    9,000           9,000         18,000         18,000           144,000
     Repairs                                                   199             343            253            560            10,713
     Utilities                                               1,495           1,390          3,081          2,473            18,568
                                                     -------------   -------------  -------------  -------------   ---------------

                                                            47,905          43,541         98,318        103,039           652,312
                                                     -------------   -------------  -------------  -------------   ---------------

                         (LOSS) BEFORE INCOME TAXES        (27,378)        (19,946)       (58,193)       (53,137)         (343,561)

                         PROVISION FOR INCOME TAXES              0               0              0              0               400
                                                     -------------   -------------  -------------  -------------   ---------------

                                         NET (LOSS)  $     (27,378)  $     (19,946) $     (58,193) $     (53,137)  $      (343,961)
                                                     =============   =============  =============  =============   ===============

(LOSS) PER COMMON SHARE
   Net (loss) per weighted average common
     share outstanding                               $        (.01)  $        (.01) $        (.03) $        (.02)
                                                     =============   =============  =============  =============

   Weighted average number of common
     shares outstanding                                  2,149,000       2,149,000      2,149,000      2,149,000
                                                     =============   =============  =============  =============
</TABLE>


See Notes to Financial Statements.

                                        4

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                       Period
                                                                                                                        from
                                                                                                                       7/9/97
                                                                                          Six months Ended            (Date of
                                                                                              June 30,              inception) to
                                                                                        2001            2000           6/30/01
                                                                                    -------------  -------------   ---------------

OPERATING ACTIVITIES
<S>                                                                                 <C>            <C>             <C>
   Net (loss)                                                                       $     (58,193) $     (53,137)  $      (343,961)
   Adjustments to reconcile net (loss) to net
     cash required by operating activities:
       Depreciation                                                                         4,074          4,074            28,106

   Changes in:
     Pawns receivable                                                                       1,626          6,261           (16,431)
     Inventory                                                                              2,966         (3,596)          (57,605)
     Franchise tax payable                                                                   (100)          (100)                0
     Accounts payable and accrued expenses                                                 28,563          9,794           129,798
                                                                                    -------------  -------------   ---------------

                                                              NET CASH REQUIRED BY
                                                              OPERATING ACTIVITIES        (21,064)       (36,704)         (260,093)

INVESTING ACTIVITIES
   Purchase of equipment                                                                        0           (110)          (49,100)
                                                                                    -------------  -------------   ---------------

                                                                  NET CASH USED IN
                                                              INVESTING ACTIVITIES              0           (110)          (49,100)

FINANCING ACTIVITIES
   Stock sold                                                                                   0              0           191,372
   Loan                                                                                         0              0            10,000
   Loans - related parties                                                                 26,000         30,000           193,000
   Loan repayments - related parties                                                            0              0           (75,000)
                                                                                    -------------  -------------   ---------------

                                                              NET CASH PROVIDED BY
                                                              FINANCING ACTIVITIES         26,000         30,000           319,372
                                                                                    -------------  -------------   ---------------

                                                   NET INCREASE (DECREASE) IN CASH          4,936         (6,814)           10,179

                                                         CASH AT BEGINNING OF YEAR          5,243          4,151                 0
                                                                                    -------------  -------------   ---------------

                                                             CASH AT END OF PERIOD  $      10,179  $      (2,663)  $        10,179
                                                                                    =============  =============   ===============

SUPPLEMENTAL INFORMATION Cash paid for:
     Interest                                                                       $           0  $           0   $         1,000
     Income taxes                                                                             100            100               400
</TABLE>


See Notes to Financial Statements.

                                        5

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted   accounting   principles  ("GAAP")  for  interim  financial
information.  Accordingly,  they  do not  include  all of  the  information  and
footnotes  required by  generally  accepted  auditing  principles  for  complete
financial statements.  The unaudited financial statements should,  therefore, be
read in  conjunction  with the  financial  statements  and notes  thereto in the
Report on Form 10-KSB for the year ended  December 31,  2000.  In the opinion of
management,  all  adjustments  (consisting of normal and recurring  adjustments)
considered necessary for a fair presentation, have been included. The results of
operations  for the six month  period  ended June 30,  2001 are not  necessarily
indicative of the results that may be expected for the entire fiscal year.

Nature of Operations

The Company was  incorporated  in the State of Utah on July 9, 1997. The Company
is engaged in the business of pawnbrokering.

Development Stage Company

The  financial  statements  present the Company as a  development  stage company
because of its short operating history.

Pawns Receivable

These  amounts are  collateralized  by property of the debtor which has a higher
value than the receivable.  The Company's  experience has been that about 40% of
the receivable will not be collected and the Company will convert the collateral
to inventory that can be sold for more than the receivable.

Property and Equipment

Property  and  equipment is recorded at cost and is being  depreciated  over its
useful  life of five to seven  years  under the  straight-line  method.  Cost of
equipment at June 30, 2001 is $49,100 and accumulated depreciation is $28,106.

Cash and Cash Equivalents

For  financial  statement  purposes,  the Company  considers  all highly  liquid
investments with an original  maturity of three months or less when purchased to
be cash equivalents.

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,  liabilities,  revenues,  and  expenses
during the reporting period.  Estimates also affect the disclosure of contingent
assets and liabilities at the date of the financial  statements.  Actual results
could differ from these estimates.

Inventory

Inventory  consists of items for sale in the normal  course of business,  and is
valued at the lower of cost (first-in, first-out basis) or market.



                                        6

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                  June 30, 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company  utilizes the liability method of accounting for income taxes as set
forth in Statement of Financial  Accounting  Standards No. 109,  "Accounting for
Income  Taxes"  (SFAS  109).  Under the  liability  method,  deferred  taxes are
determined based on the difference between the financial statement and tax bases
of assets  and  liabilities  using  enacted  tax rates in effect in the years in
which the differences are expected to reverse. An allowance against deferred tax
assets is recorded  when it is more likely than not that such tax benefits  will
not be realized.

At December  31,  2000,  the  Company has a deferred  tax asset in the amount of
$111,000. The amount has been reserved 100% due to the Company's current losses.
There is not sufficient  basis for  recognition of any net deferred tax asset at
this time.


The Company has a net operating loss carryforward which expires as follows:

<TABLE>
<CAPTION>
                                                               Federal                                Utah
                                                   -----------------------------------  -----------------------------------
                                                        Amount        Expiration Date        Amount         Expiration Date
                                                   ---------------   -----------------  ----------------  -----------------
<S>                                                <C>               <C>                <C>               <C>
              Year ended December 31, 1997         $        38,041          12/31/2012  $         37,941         12/31/2012
              Year ended December 31, 1998                  67,874          12/31/2018            67,774         12/31/2013
              Year ended December 31, 1999                  71,232          12/31/2019            71,132         12/31/2014
              Year ended December 31, 2000                 108,621          12/31/2020           108,521         12/31/2015
                                                   ---------------                      ----------------

                                                   $       285,768                      $        285,368
                                                   ===============                      ================
</TABLE>


Revenue Recognition

Revenue on retail sales is recognized  at the time of sale.  Service fee revenue
on pawns is recognized when collected due to the high default rate on pawns.

NOTE B - GOING CONCERN ITEMS

The financial  statements are presented on the basis that the Company is a going
concern,  which  contemplates  the realization of assets and the satisfaction of
liabilities  in the normal course of business over a reasonable  length of time.
At June 30, 2001, the Company has a working  capital  deficit of $(173,583),  an
accumulated  deficit  of  $(343,961),  and a loss  from  operations  for 2001 of
$(58,193). The Company has a substantial need for working capital.

Management feels that loans from related parties will provide sufficient working
capital to allow the Company to continue as a going concern.



                                        7

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The Company is engaged in the business of pawnbrokering.

         Sales for the three months ended June 30, 2001 were $33,113 compared to
$36,895 for the prior  year.  Cost of sales were  $12,586  for the three  months
ended June 30, 2001 compared with $13,300 for the prior year.

         Expenses  were  $47,905  for the  three  months  ended  June 30,  2001,
compared with $43,541 for the prior year.

         Sales for the six months ended June 30, 2001 were  $65,999  compared to
$80,371 for the prior year.  Cost of sales were $25,874 for the six months ended
June 30, 2001 compared with $30,469 for the prior year.

         Expenses were $98,318 for the six months ended June 30, 2001,  compared
with $103,039 for the prior year.

         Sales in 2001 include about $14,800 of service charge income  collected
on pawns and about $51,200 from retail sales ($17,300 and $63,000 in 2000).

         During 2001, the Company  borrowed $26,000 from related parties to help
provide  working  capital.  The Company  hopes to be able to  increase  sales to
provide working capital in the future.

                           PART II - OTHER INFORMATION

Item 5.  Other Information.

         On May 8, 2001, the Company incorporated  Pawnbrokers Exchange No. One,
Inc. as a wholly-owned  subsidiary.  Pawnbrokers  Exchange No. One, Inc.  issued
1,000  shares of its  common  stock to the  Company in  exchange  for all of the
assets and liabilities of the Company. Effective July 1, 2001, the operations of
the Company  will  continue  through the  subsidiary,  and the Company will have
little activity in the future.

         During the  quarter  ended June 30,  2001,  the Company  increased  its
authorized common stock from 50,000,000 shares to 300,000,000 shares.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  None.

         (b)      Reports on Form 8-K
                  None.

                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      PAWNBROKERS EXCHANGE, INC.



Dated: July 16, 2001               /s/  Michael Vardakis
       ------------------           -----------------------------------------
                                      Michael Vardakis, President and Director


                                        8