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, 2000
                               ----------------------------

[]       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, 2000
-------------------------            ----------------------------------------
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' equity (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, 2000, are not  necessarily  indicative of the results
that can be expected for the year ending December 31, 2000.


                                        2

<PAGE>



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


<TABLE>
<CAPTION>
                                                                                           September 30,         December 31,
                                                                                               2000                  1999
                                                                                        ------------------    ------------------
                                                                                            (Unaudited)            (Audited)
ASSETS
CURRENT ASSETS
<S>                                                                                     <C>                   <C>
   Cash                                                                                 $           (3,694)   $            4,151
   Pawns receivable                                                                                 17,019                28,014
   Inventory                                                                                        64,010                60,349
                                                                                        ------------------    ------------------

                                                                TOTAL CURRENT ASSETS                77,335                92,514

   Property & equipment                                                                             27,038                33,039
                                                                                        ------------------    ------------------

                                                                                        $          104,373    $          125,553
                                                                                        ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                                     $           12,385    $            7,640
   Accrued expenses                                                                                  5,354                 7,838
   Loan Payable                                                                                     10,000                10,000
   Accrued expenses - related parties                                                               47,760                33,750
   Franchise tax payable                                                                                 0                   100
   Loans payable - related parties                                                                  87,000                52,000
                                                                                        ------------------    ------------------

                                                           TOTAL CURRENT LIABILITIES               162,499               111,328
                                                                                        ------------------    ------------------

                                                                   TOTAL LIABILITIES               162,499               111,328

SHAREHOLDERS' EQUITY (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                                                   (249,498)             (177,147)
                                                                                        ------------------    ------------------

                                                TOTAL SHAREHOLDERS' EQUITY (DEFICIT)               (58,126)               14,225
                                                                                        ------------------    ------------------

                                                                                        $          104,373    $          125,553
                                                                                        ==================    ==================
</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              Nine Months Ended           (Date of
                                                             September 30,                  September 30,           inception) to
                                                          2000           1999           2000            1999           9/30/00
                                                     -------------   -------------  -------------  -------------   ---------------
<S>                                                  <C>             <C>            <C>            <C>             <C>
Sales                                                $      34,403   $      33,643  $     114,774  $     117,713   $       391,727
Cost of Sales                                               12,696          12,156         43,165         44,583           147,857
                                                     -------------   -------------  -------------  -------------   ---------------
                                       GROSS PROFIT         21,707          21,487         71,609         73,130           243,870

Expenses:
   General and Administrative expenses:
     Advertising                                             2,629           3,353          9,292         11,818            38,638
     Bank charges                                              144             131            555            426             2,344
     Depreciation                                            2,037           1,981          6,111          5,943            21,995
     Insurance                                                   0               0          1,118          1,091             3,789
     Interest                                                  917               0          1,417              0             1,417
     Interest - related parties                              6,172           3,120         14,010          9,360            48,760
     Miscellaneous overhead                                   (548)            915          3,411          3,766            12,075
     Office supplies                                           549           2,603          2,738          4,995            17,739
     Outside services                                        1,000           1,549         17,090          7,107            33,041
     Payroll and payroll taxes                              17,921          16,139         52,966         47,216           160,389
     Property taxes                                              0               0          4,119          3,883            11,353
     Rent - related party                                    9,000          12,000         27,000         27,000           117,000
     Repairs                                                   236             137            796            745            10,171
     Utilities                                                 864           1,043          3,337          3,540            14,357
                                                     -------------   -------------  -------------  -------------   ---------------

                                                            40,921          42,971        143,960        126,890           493,068
                                                     -------------   -------------  -------------  -------------   ---------------

                         (LOSS) BEFORE INCOME TAXES        (19,214)        (21,484)       (72,351)       (53,760)         (249,198)

                         PROVISION FOR INCOME TAXES              0               0              0              0               300
                                                     -------------   -------------  -------------  -------------   ---------------

                                         NET (LOSS)  $     (19,214)  $     (21,484) $     (72,351) $     (53,760)  $      (249,498)
                                                     =============   =============  =============  =============   ===============

BASIC AND DILUTED
(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      2,128,608
                                                     =============   =============  =============  =============
</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
                                                                                          Nine Months Ended           (Date of
                                                                                            September 30,           inception) to
                                                                                        2000            1999           9/30/00
                                                                                    -------------  -------------   ---------------

OPERATING ACTIVITIES
<S>                                                                                 <C>            <C>             <C>
   Net (loss)                                                                       $     (72,351) $     (53,760)  $      (249,498)
   Adjustments to reconcile net (loss) to net
     cash required by operating activities:
       Depreciation                                                                         6,111          5,943            21,995

   Changes in:
     Pawns receivable                                                                      10,995         (3,908)          (17,019)
     Inventory                                                                             (3,661)       (13,157)          (64,010)
     Franchise tax payable                                                                   (100)          (100)                0
     Accounts payable and accrued expenses                                                 16,271         12,432            65,499
                                                                                    -------------  -------------   ---------------

                                                              NET CASH REQUIRED BY
                                                              OPERATING ACTIVITIES        (42,735)       (52,550)         (243,033)

INVESTING ACTIVITIES
   Purchase of equipment                                                                     (110)        (1,700)          (49,033)
                                                                                    -------------  -------------   ---------------

                                                                  NET CASH USED IN
                                                              INVESTING ACTIVITIES           (110)        (1,700)          (49,033)

FINANCING ACTIVITIES
   Stock sold                                                                                   0         53,978           191,372
   Loan                                                                                         0         10,000            10,000
   Loans - related parties                                                                 35,000              0           162,000
   Loan repayments - related parties                                                            0              0           (75,000)
                                                                                    -------------  -------------   ---------------

                                                              NET CASH PROVIDED BY
                                                              FINANCING ACTIVITIES         35,000         63,978           288,372
                                                                                    -------------  -------------   ---------------

                                                   NET INCREASE (DECREASE) IN CASH         (7,845)         9,728            (3,694)

                                                         CASH AT BEGINNING OF YEAR          4,151          8,798                 0
                                                                                    -------------  -------------   ---------------

                                                             CASH AT END OF PERIOD  $      (3,694) $      18,526   $        (3,694)
                                                                                    =============  =============   ===============

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

</TABLE>

See Notes to Financial Statements.

                                        5

<PAGE>



                           PAWNBROKERS EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000


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-SB12G for the year ended  December 31, 1999. 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 and nine-month periods ended September 30, 2000 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.

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)
                               September 30, 2000


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.

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, 2000, the Company has a working  capital  deficit of $(85,164),
an  accumulated  deficit of $(249,498),  and a loss from  operations for 2000 of
$(72,351).  The  Company  only  began  operations  in  December,  1997 and 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,  2000 were  $34,403
compared to $33,643 for the prior year. Cost of sales were $12,696 for the three
months ended September 30, 2000 compared with $12,156 for the prior year.

         Expenses  were $40,921 for the three months ended  September  30, 2000,
compared with $42,971 for the prior year.

         Sales for the nine  months  ended  September  30,  2000  were  $114,774
compared to $117,713 for the prior year. Cost of sales were $43,165 for the nine
months ended September 30, 2000 compared with $44,583 for the prior year.

         Expenses  were  $143,960 for the nine months ended  September 30, 2000,
compared  with  $126,890 for the prior year.  The main  increase in 2000 was for
outside services.

         Sales in 2000 include about $24,600 of service charge income  collected
on pawns and about $90,200 from retail sales ($22,200 and $95,600 in 1999).

         During 2000, the Company  borrowed $35,000 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
                  27 Financial Data Schedule

         (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 6, 2000          /s/ Michael Vardakis
                                   -----------------------------------------
                                   Michael Vardakis, President and Director


                                        8