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    March 31, 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 March 31, 2001
-------------------------                -------------------------------
NO PAR VALUE COMMON STOCK                      2,149,000 SHARES

                                        1

<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

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 three
months ended March 31, 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>
                                                                                             March 31,           December 31,
                                                                                               2001                  2000
                                                                                        ------------------    ------------------
                                                                                            (Unaudited)            (Audited)
ASSETS
CURRENT ASSETS
<S>                                                                                     <C>                   <C>
   Cash                                                                                 $            3,765    $            5,243
   Pawns receivable                                                                                 16,852                18,057
   Inventory                                                                                        59,506                60,571
                                                                                        ------------------    ------------------

                                                                TOTAL CURRENT ASSETS                80,123                83,871

   Property & equipment                                                                             23,031                25,068
                                                                                        ------------------    ------------------

                                                                                        $          103,154    $          108,939
                                                                                        ==================    ==================

LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                                     $           50,195    $           40,523
   Accrued expenses                                                                                  7,718                 7,182
   Loans payable                                                                                    10,000                10,000
   Accrued expenses - related parties                                                               59,352                53,530
   Franchise tax payable                                                                               100                   100
   Loans payable - related parties                                                                 101,000                92,000
                                                                                        ------------------    ------------------

                                                           TOTAL CURRENT LIABILITIES               228,365               203,335
                                                                                        ------------------    ------------------

                                                                   TOTAL LIABILITIES               228,365               203,335

SHAREHOLDERS' (DEFICIT)
   Common stock no par value, 50,000,000 shares authorized;
     2,149,000 shares issued                                                                       191,372               191,372
   Deficit accumulated during development stage                                                   (316,583)             (285,768)
                                                                                        ------------------    ------------------

                                                       TOTAL SHAREHOLDERS' (DEFICIT)              (125,211)              (94,396)
                                                                                        ------------------    ------------------

                                                                                        $          103,154    $          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        (Date of
                                                                                              March 31,            inception) to
                                                                                        2001            2000           3/31/01
                                                                                    -------------  -------------   ---------------
<S>                                                                                 <C>            <C>             <C>
Sales                                                                               $      32,886  $      43,476   $       463,177
Cost of Sales                                                                              13,288         17,169           174,953
                                                                                    -------------  -------------   ---------------
                                                                     GROSS PROFIT          19,598         26,307           288,224

Expenses:
   General and Administrative expenses:
     Advertising                                                                            3,328          1,200            45,206
     Bank charges                                                                             345            230             2,971
     Depreciation                                                                           2,037          2,037            26,069
     Insurance                                                                              1,105          1,118             4,894
     Interest                                                                                 250            250             1,917
     Interest - related parties                                                             5,822          3,719            60,352
     Miscellaneous overhead                                                                (1,570)         3,051            11,054
     Office supplies                                                                          225          1,325            18,126
     Outside services                                                                       7,040         16,090            60,727
     Payroll and payroll taxes                                                             16,542         16,380           194,502
     Property taxes                                                                         4,649          3,798            16,002
     Rent - related party                                                                   9,000          9,000           135,000
     Repairs                                                                                   54            217            10,514
     Utilities                                                                              1,586          1,083            17,073
                                                                                    -------------  -------------   ---------------

                                                                                           50,413         59,498           604,407
                                                                                    -------------  -------------   ---------------

                                                       (LOSS) BEFORE INCOME TAXES         (30,815)       (33,191)         (316,183)

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

                                                                       NET (LOSS)   $     (30,815) $     (33,191)  $      (316,583)
                                                                                    =============  =============   ===============

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

   Weighted average number of common
     shares outstanding                                                                 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
                                                                                         Three Months Ended           (Date of
                                                                                              March 31,             inception) to
                                                                                        2001            2000           3/31/01
                                                                                    -------------  -------------   ---------------

OPERATING ACTIVITIES
<S>                                                                                 <C>            <C>             <C>
   Net (loss)                                                                       $     (30,815) $     (33,191)  $      (316,583)
   Adjustments to reconcile net (loss) to net
     cash required by operating activities:
       Depreciation                                                                         2,037          2,037            26,069

   Changes in:
     Pawns receivable                                                                       1,205          3,643           (16,852)
     Inventory                                                                              1,065           (622)          (59,506)
     Franchise tax payable                                                                      0           (100)              100
     Accounts payable and accrued expenses                                                 16,030          3,036           117,265
                                                                                    -------------  -------------   ---------------

                                                              NET CASH REQUIRED BY
                                                              OPERATING ACTIVITIES        (10,478)       (25,197)         (249,507)

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

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

FINANCING ACTIVITIES
   Stock sold                                                                                   0              0           191,372
   Loan                                                                                         0              0            10,000
   Loans - related parties                                                                  9,000         25,000           176,000
   Loan repayments - related parties                                                            0              0           (75,000)
                                                                                    -------------  -------------   ---------------

                                                              NET CASH PROVIDED BY
                                                              FINANCING ACTIVITIES          9,000         25,000           302,372
                                                                                    -------------  -------------   ---------------

                                                   NET INCREASE (DECREASE) IN CASH         (1,478)          (197)            3,765

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

                                                             CASH AT END OF PERIOD  $       3,765  $       3,954   $         3,765
                                                                                    =============  =============   ===============

SUPPLEMENTAL INFORMATION Cash paid for:
     Interest                                                                       $           0  $           0   $         1,000
     Income taxes                                                                               0            100               300

</TABLE>

See Notes to Financial Statements.

                                        5

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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 three month period ended March 31, 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 March 31, 2001 is $49,100 and accumulated depreciation is $26,069.

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)
                                 March 31, 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 March 31, 2001, the Company has a working capital  deficit of $(148,242),  an
accumulated  deficit  of  $(316,583),  and a loss  from  operations  for 2001 of
$(30,815). 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 March 31, 2001 were $32,886  compared
to $43,476 for the prior year.  Cost of sales were  $13,288 for the three months
ended March 31, 2001 compared with $17,169 for the prior year.

         Expenses  were  $50,413  for the three  months  ended  March 31,  2001,
compared with $59,498 for the prior year.

         Sales in 2001 include about $7,200 of service  charge income  collected
on pawns and about $25,700 from retail sales ($7,900 and $35,600 in 2000).

         During 2001, the Company  borrowed  $9,000 from related parties to help
provide  working  capital.  The Company  hopes to be able to  increase  sales to
provide  working  capital in the  future.  The Company  also feels that  related
parties will provide loans during the next twelve months to allow the Company to
continue operating.

                           PART II - OTHER INFORMATION

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:   May 11, 2001               /s/ Michael Vardakis
                                    -----------------------------------------
                                    Michael Vardakis, President and Director


                                        8