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    September 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 September 30, 2001
--------------------------           ------------------------------------
NO PAR VALUE COMMON STOCK            2,149,000 SHARES

                                       1
<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 nine
months ended September 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)
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                           September 30,         December 31,
                                                                                               2001                  2000
                                                                                        ------------------    ------------------
                                                                                            (Unaudited)            (Audited)
ASSETS
CURRENT ASSETS
<S>                                                                                     <C>                   <C>
   Cash                                                                                 $            2,146    $            5,243
   Pawns receivable                                                                                 18,326                18,057
   Inventory                                                                                        58,848                60,571
                                                                                        ------------------    ------------------

                                                                TOTAL CURRENT ASSETS                79,320                83,871

   Property & equipment                                                                             18,957                25,068
                                                                                        ------------------    ------------------

                                                                                        $           98,277    $          108,939
                                                                                        ==================    ==================

LIABILITIES AND SHAREHOLDERS'  (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                                     $           52,288    $           40,523
   Accrued expenses                                                                                  7,512                 7,182
   Loan Payable                                                                                     10,000                10,000
   Accrued expenses - related parties                                                               72,877                53,530
   Franchise tax payable                                                                                 0                   100
   Loans payable - related parties                                                                 123,200                92,000
                                                                                        ------------------    ------------------

                                                           TOTAL CURRENT LIABILITIES               265,877               203,335
                                                                                        ------------------    ------------------

                                                                   TOTAL LIABILITIES               265,877               203,335

SHAREHOLDERS'  (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                                                   (358,972)             (285,768)
                                                                                        ------------------    ------------------

                                                      TOTAL SHAREHOLDERS'  (DEFICIT)              (167,600)              (94,396)
                                                                                        ------------------    ------------------

                                                                                        $           98,277    $          108,939
                                                                                        ==================    ==================
</TABLE>

See Notes to Financial Statements.

                                        3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                                       Period
                                                                                                                        from
                                                                                                                       7/9/97
                                                          Three months Ended              Nine months Ended           (Date of
                                                             September 30,                  September 30,           inception) to
                                                          2001           2000           2001            2000           9/30/01
                                                     -------------   -------------  -------------  -------------   ---------------
<S>                                                  <C>             <C>            <C>            <C>             <C>
Sales                                                $      30,749   $      34,403  $      96,748  $     114,774   $       527,039
Cost of Sales                                               11,618          12,696         37,492         43,165           199,157
                                                     -------------   -------------  -------------  -------------   ---------------
                                       GROSS PROFIT         19,131          21,707         59,256         71,609           327,882

Expenses:
   General and Administrative expenses:
     Advertising                                             2,471           2,629          7,664          9,292            49,542
     Bank charges                                              887             144          1,470            555             4,096
     Depreciation                                            2,037           2,037          6,111          6,111            30,143
     Insurance                                                   0               0          1,105          1,118             4,894
     Interest                                                  250             917            750          1,417             2,417
     Interest - related parties                              6,945           6,172         19,347         14,010            73,877
     Miscellaneous overhead                                 (7,796)           (548)        (8,054)         3,411             4,570
     Office supplies                                           199             549            593          2,738            18,494
     Outside services                                        1,931           1,000         16,998         17,090            70,685
     Payroll and payroll taxes                              17,118          17,921         50,393         52,966           228,353
     Property taxes                                              0               0          4,649          4,119            16,002
     Rent - related party                                    9,000           9,000         27,000         27,000           153,000
     Repairs                                                   211             236            464            796            10,924
     Utilities                                                 889             864          3,970          3,337            19,457
                                                     -------------   -------------  -------------  -------------   ---------------

                                                            34,142          40,921        132,460        143,960           686,454
                                                     -------------   -------------  -------------  -------------   ---------------

                         (LOSS) BEFORE INCOME TAXES        (15,011)        (19,214)       (73,204)       (72,351)         (358,572)

                         PROVISION FOR INCOME TAXES              0               0              0              0              (400)
                                                     -------------   -------------  -------------  -------------   ---------------

                                         NET (LOSS)  $     (15,011)  $     (19,214) $     (73,204) $     (72,351)         (358,972)
                                                     =============   =============  =============  =============   ===============

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

   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)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

OPERATING ACTIVITIES
<S>                                                                                 <C>            <C>             <C>
   Net (loss)                                                                       $     (73,204) $     (72,351)  $      (358,972)
   Adjustments to reconcile net (loss) to net
     cash required by operating activities:
       Depreciation                                                                         6,111          6,111            30,143

   Changes in:
     Pawns receivable                                                                        (269)        10,995           (18,326)
     Inventory                                                                              1,723         (3,661)          (58,848)
     Franchise tax payable                                                                   (100)          (100)                0
     Accounts payable and accrued expenses                                                 31,442         16,271           132,677
                                                                                    -------------  -------------   ---------------

                                                              NET CASH REQUIRED BY
                                                              OPERATING ACTIVITIES        (34,297)       (42,735)         (273,326)

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                                                                 31,200         35,000           198,200
   Loan repayments - related parties                                                            0              0           (75,000)
                                                                                    -------------  -------------   ---------------

                                                              NET CASH PROVIDED BY
                                                              FINANCING ACTIVITIES         31,200         35,000           324,572
                                                                                    -------------  -------------   ---------------

                                                   NET INCREASE (DECREASE) IN CASH         (3,097)        (7,845)            2,146

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

                                                             CASH AT END OF PERIOD  $       2,146  $      (3,694)  $         2,146
                                                                                    =============  =============   ===============

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 CONSOLIDATED FINANCIAL STATEMENTS
                               September 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  nine  month  period  ended  September  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  September  30, 2001 is $49,100 and  accumulated  depreciation  is
$30,143.

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 CONSOLIDATED FINANCIAL STATEMENTS (continued)
                               September 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 September 30, 2001, the Company has a working  capital deficit of $(186,557),
an  accumulated  deficit of $(358,972),  and a loss from  operations for 2001 of
$(73,204). 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  September 30, 2001 were $30,749  compared
to $34,403 for the prior year.  Cost of sales were  $11,618 for the three months
ended September 30, 2001 compared with $12,696 for the prior year.

     Expenses  were  $34,142 for the three  months  ended  September  30,  2001,
compared with $40,921 for the prior year.

     Sales for the nine months ended September 30, 2001 were $96,748 compared to
$114,774  for the prior  year.  Cost of sales were  $37,492  for the nine months
ended September 30, 2001 compared with $43,165 for the prior year.

     Expenses  were  $132,460  for the nine months  ended  September  30,  2001,
compared with $143,960 for the prior year.

     Sales in 2001 include about $21,300 of service  charge income  collected on
pawns and about $75,400 from retail sales ($24,600 and $90,200 in 2000).

     During 2001,  the Company  borrowed  $31,200  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 are continuing through the subsidiary,  and the Company will have little
activity in the future.

     During the nine months ended September 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: November 7, 2001             /s/ Michael Vardakis
       -------------------          ----------------------------------------
                                    Michael Vardakis, President and Director


                                        8