U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                 [ ] Transition report under section 13 or 15(d)
                              of the Exchange Act.

                         COMMISSION FILE NUMBER 0-27153

                      SQUARE SHOOTER INTERNATIONAL LIMITED
                     --------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                             95-4695878
                    --------                             ----------
         (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                     918 ENGLAND DRIVE, KNOXVILLE, TN 37920
        ----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (877) 340-0837
                                 --------------
                           (ISSUER'S TELEPHONE NUMBER)

             1130 FIRETHORN WAY, KNOXVILLE, TN 37923 (423) 531-5620
         (Former address and phone number 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
                             ---      ---

     As of March 31, 2000, there were 16,544,236 shares of Common Stock,  $0.001
par value, of the issuer outstanding.

            Transitional Small Business Disclosure Format (check one)

                         YES       NO  X
                             ---      ---

<PAGE>


                      SQUARE SHOOTER INTERNATIONAL, LIMITED
                         (A DEVELOPMENT STAGE COMPANY)
                             10-QSB Quarterly Report

                                      INDEX

     PART I. FINANCIAL INFORMATION                            Page Numbers

       Item 1. Financial Statements

           BALANCE SHEETS AT MARCH 31, 2000 (UNAUDITED) AND
           SEPTEMBER 30, 1999                                        2

           STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX
           MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999 AND
           FROM JUNE 1, 1998 (INCEPTION) TO MARCH 31, 2000
           (UNAUDITED)                                               3

           STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED
           MARCH 31, 2000 AND MARCH 31, 1999 AND FROM
           JUNE 1, 1998 (INCEPTION) TO MARCH 31, 2000
           (UNAUDITED)                                               4

           NOTES TO FINANCIAL STATEMENTS                             5

       Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations        6

     PART II. OTHER INFORMATION


           Item 2. Changes in Securities and Use of Proceeds

           Item 6. Exhibits and Reports filed on Form 8-K            7

                    Signatures                                       8


                                       1
<PAGE>

PART I    FINANCIAL INFORMATION

     Item 1.   Financial Statements


                    SQUARE SHOOTER INTERNATIONAL, LIMITED
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEETS

                                              March 31, 2000    September 30,
                                               (Unaudited)           1999
                                              --------------    -------------

                                      ASSETS
CURRENT ASSETS
  Cash                                      $      74,179      $       9,646
                                              -------------      -------------
   Total Current Assets                            74,179              9,646
                                              -------------      -------------

PROPERTY & EQUIPMENT - NET                         98,655             64,270
                                              -------------      -------------

TOTAL ASSETS                                $     172,834      $      73,916
------------
                                              =============      =============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Accounts payable                          $      39,635      $      85,672
                                              -------------      -------------
   Total Current Liabilities                       39,635             85,672
                                              -------------      -------------

TOTAL LIABILITIES                                  39,635             85,672
                                              -------------      -------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Common stock, $0.001 par value,
   100,000,000 shares authorized,
   16,544,236 and 14,500,000 shares
   issued and outstanding                          16,545             14,500
  Additional paid-in capital                    2,133,841            205,590
  Accumulated deficit during
   development stage                           (2,017,187)          (231,846)
                                              -------------      -------------
   Total Stockholders' Equity
   (Deficiency)                                   133,199            (11,756)
                                              -------------      -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIENCY)                       $     172,834      $      73,916
  -------------------
                                              =============      =============

               See accompanying notes to financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>


                    SQUARE SHOOTER INTERNATIONAL, LIMITED
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF OPERATIONS
                                 (UNAUDITED)




                                                                                                         For the
                                 For the Three Months Ended          For the Six Months Ended          Period From
                                ------------------------------   --------------------------------      June 1, 1998
                                    March 31,       March 31,        March 31,         March 31,      (Inception) to
                                      2000            1999             2000              1999         March 31, 2000
                                --------------   -------------   --------------     -------------     ----------------
<S>                             <C>              <C>              <C>               <C>               <C>
SALES                           $       -        $    357,029     $       -         $    357,029      $     357,029

COST OF GOODS SOLD                      -             294,660             -              294,660            294,660
                                --------------   --------------   --------------    --------------    ---------------

GROSS PROFIT                            -              62,369             -               62,369             62,369
                                --------------   --------------   --------------    --------------    ---------------

OPERATING EXPENSES
  Advertising                         28,904             -              28,904              -                28,904
  Contract services                  125,904             -           1,676,094              -             1,745,892
  Royalty expense                      7,000           43,000            7,000            43,000             50,000
  Travel expense                      31,417            2,085           37,910             2,085             70,197
  Research and development              -              26,554             -               26,554            100,835
  Selling, general and
   administrative                     19,771            2,256           35,783             2,256             84,293
                                --------------   --------------   --------------    --------------    ---------------
   Total Operating Expenses          212,996           73,895        1,785,691            73,895          2,080,121
                                --------------   --------------   --------------    --------------    ---------------

LOSS FROM OPERATIONS                (212,996)         (11,526)      (1,785,691)          (11,526)        (2,017,752)
                                --------------   --------------   --------------    --------------    ---------------

OTHER INCOME                            -                -                 350              -                   565
                                --------------   --------------   --------------    --------------    ---------------

LOSS BEFORE PROVISION FOR
  INCOME TAX                        (212,996)         (11,526)      (1,785,341)          (11,526)        (2,017,187)
                                --------------   --------------   --------------    --------------    ---------------

PROVISION FOR INCOME TAXES              -                -                -                 -                  -
                                --------------   --------------   --------------    --------------    ---------------

NET LOSS                        $   (212,996)    $    (11,526)    $ (1,785,341)     $    (11,526)     $  (2,017,187)
--------                        ==============   ==============   ==============    ==============    ===============

Net loss per share              $      (0.01)    $      (0.01)    $      (0.11)     $      (0.01)     $       (0.14)
                                ==============   ==============   ==============    ==============    ===============

Weighted average number of
  shares outstanding -
  basic and diluted               16,397,879       14,500,000       15,981,245        14,500,000         14,904,005
                                ==============   ==============   ==============    ==============    ===============
</TABLE>

                See accompanying notes to financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                    SQUARE SHOOTER INTERNATIONAL, LIMITED
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

                                                                       For the period
                                          For the six months ended      from June 1,
                                        ---------------------------         1998
                                         March 31,       March 31,    (inception) to
                                           2000            1999       March 31, 2000
                                        ------------   ------------   ---------------
<S>                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                              $(1,785,341)   $   (11,526)   $  (2,017,187)
  Adjustments to reconcile net loss
   to net cash used in operating
   activities:
   Stock issued to consultants            1,500,000           -           1,500,000
  Changes in assets and liabilities:
   Accounts receivable                         -          (357,029)            -
   Accounts payable                         (46,037)       368,555           39,635
                                        ------------   ------------   ---------------
     Net Cash Used In Operating
      Activities                           (331,378)          -            (477,552)
                                        ------------   ------------   ---------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and
   equipment                                (34,385)          -             (98,655)
                                        ------------   ------------   ---------------
     Net cash used in investing
     activities                             (34,385)          -             (98,655)
                                        ------------   ------------   ---------------

 CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Proceeds from private placement,
   net of offering cost                     430,296           -             650,386
                                        ------------   ------------   ---------------
     Net cash provided by financing
      activities                            430,296           -             650,386
                                        ------------   ------------   ---------------
INCREASE IN CASH AND CASH EQUIVALENTS        64,533           -              74,179

CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                         9,646           -                -
                                        ------------   ------------   ---------------
CASH AND CASH EQUIVALENTS -
---------------------------
  END OF PERIOD                         $    74,179    $      -       $      74,179
  -------------                         ============   ============   ===============
</TABLE>
                 See accompanying notes to financial statements.

                                       4
<PAGE>


                    SQUARE SHOOTER INTERNATIONAL, LIMITED
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2000

NOTE 1      BASIS OF PRESENTATION

            The accompanying unaudited interim consolidated financial statements
            have been prepared in accordance with generally accepted  accounting
            principles  and the  rules and  regulations  of the  Securities  and
            Exchange Commission for interim financial information.  Accordingly,
            they do not include all the information and footnotes  necessary for
            a comprehensive  presentation  of financial  position and results of
            operations.

            It  is   management's   opinion,   however,   that  all  adjustments
            (consisting of normal  recurring  adjustments)  have been made which
            are  necessary for a fair  financial  statements  presentation.  The
            results for the interim period are not necessarily indicative of the
            results to be expected for the year.

            For  further  information,  refer to the  financial  statements  and
            footnotes  included in the Company's Form 8-K/A filed on November 8,
            1999.

NOTE 2      STOCKHOLDERS' EQUITY

            (A) Issuance of Common Stock for Cash

            During the three  months ended March 31,  2000,  the Company  issued
            228,830 shares of common stock for proceeds of $286,038.





                                       5
<PAGE>

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

     The following  discussion  relates to the results of our operations for the
period, and our financial condition:

General
-------

     Square  Shooter's  business is the  development,  manufacture and marketing
through  wholesale  and  retail  outlets,  of a line of water and  organic-based
fertilizer  delivery  systems for the lawn and garden  markets.  The Company has
been a  development-stage  company with its activities  consisting  primarily of
continued  research and  development,  test marketing of products and raising of
funds.


RESULTS OF OPERATIONS
---------------------
     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this report.

     For the period  since  inception  (June 1, 1998)  through  March 31,  2000,
during the Company's  development stage, the Company has a $74,179 cash balance,
and has generated a net loss of ($2,017,187).

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO MARCH 31, 1999
------------------------------------------------------------
     The Company had no revenues during the current period, compared to sales of
$357,029 for the comparable  period a year ago, from the sale of its products to
a major home improvement retail chain in a test marketing  program.  During this
period,  cost of goods sold was $294,660,  for a gross profit of $62,369 for the
three months ended March 31, 1999.  During the current  period,  the Company had
total operating expenses of $212,996,  including $125,904 for Contract services,
$28,904 for  advertising  and $19,771 for  selling,  general and  administrative
expenses ("SG&A"), compared to total operating expenses of $73,895 for the prior
fiscal  period  ended March 31,  1999,  including  $43,000 for royalty  expense,
$26,554 for  research  and  development  and $2,256 for SG&A for the three month
period ending March 31, 1999.

SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO MARCH 31, 1999
----------------------------------------------------------
     In this current period,  the Company completed a test marketing program for
its lawn  sprinkling  products at a major home  improvement  retail  chain.  The
Company was also  successful in qualifying  for purchase of its lawn  sprinkling
products at the largest  retail  chain in the United  States.  No revenues  were
recognized during this period from such activity,  compared to $357,029 in sales
recorded in the six month  period a year ago.  The  Company had total  operating
expenses of $1,785,691, comprised primarily of $1,676,094 for contract services,
including  consulting  expense from the issuance of the  Company's  common stock
valued at $1,500,000.  Other operating  expenses for the period were $28,904 for
advertising,  $7,000 for royalty expense, $37,910 for travel expense and $35,783
for SG&A. Total operating  expenses for the comparable period a year ago totaled
$73,895,  including  $43,000  for royalty  expense,  $26,554  for  research  and
development and $2,256 for SG&A.

                                       6
<PAGE>

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------
     The Company has an ongoing  need to finance its  activities.  To date,  the
Company has funded  these cash  requirements  by offering and selling its Common
Stock through private placements of its securities.  For the current three month
period,  the Company  received  $286,038 in cash  proceeds  from the sale of its
common  stock,  for a total of $430,296 for the six months ended March 31, 2000.
The Company  intends to seek financing in the current year from continued  sales
of its securities through private placements,  issuance of debt securities, bank
borrowings and may offer its securities in a public offering.


PART II   OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

     Recent Sales of Unregistered Securities

     During  the  three  months  ended  March 31,  2000,  the  Company  made the
following  issuances  and sales of  securities  in reliance  upon the  exemption
provided by Section 4(2) of the Securities Act of 1933.

     The Company sold 228,830 shares of common stock to accredited investors for
cash proceeds of $286,038.


Item 6. Exhibits and Reports filed on Form 8-K

       (a)      Exhibits

       Exhibit No.     Description
       ----------      -----------
           27          Financial Data Schedule


       (b)      Reports on Form 8-K

                    None.


                                        7

<PAGE>


                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        SQUARE SHOOTER INTERNATIONAL LIMITED
                                        ------------------------------------
                                        Registrant


 June 15, 2000                      By:      /s/ Edgar O. Harman
 ------------                           --------------------------------
                                            Edgar O. Harman
                                            Chief Financial Officer
                                           (Principal Financial Officer)





                                        8
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Description
----------                 -----------
    27                     Financial Data Schedule








                                       9