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

                                   FORM 10-QSB


(MARK ONE)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001.

                           OR

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
          FROM _____ TO _____.


                        COMMISSION FILE NUMBER: 000-26211
                                                ---------

                             EIGHT BALL CORPORATION,
                         d/b/a/ Westchester Sports Grill
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                 95-4666270
--------------------------------            --------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

  5630 West Manchester Boulevard
     Los Angeles, California                       90045
----------------------------------------    --------------------
(Address of principal executive offices)         (Zip Code)

                                 (310) 670-2366
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
              ----------------------------------------------------
                         (Former name or former address,
                          if changed since last report)


Indicate by check mark whether the Registrant: (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
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No


                                       -1-
<PAGE>

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

           Class:                   Outstanding at June 30, 2001:
Common Stock, $.001 par value                  150,000 shares

Transitional Small Business Disclosure Format (check one):
YES [ ]   NO [X]


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             EIGHT BALL CORPORATION

                              Financial Statements


                                 June 30, 2001
                                December 31, 2000
                                December 31, 1999



                                    CONTENTS




                                                              Page(s)
                                                              ------
 Independent Accountant's Report                                3

 Financial Statements

       Balance Sheets                                           4

       Statements of Operations                                 5-7

       Statements of Stockholders' Equity                       8

       Statements of Cash Flows                                 9-11

       Notes to Financial Statements                            12-14


                                       -2-
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Eight Ball Corporation
Las Vegas, Nevada


     I have audited the accompanying balance sheets of Eight Ball Corporation as
of June 30, 2001 and as of December 31, 2000 and as of December 31, 1999 and the
related  statements of operations,  stockholders'  equity and cash flows for the
six  months  and the  years  then  ended.  These  financial  statements  are the
responsibility on the Company's  management.  My responsibility is to express an
opinion on these financial statements.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principals  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material  respects,  the financial  position of Eight Ball Corporation at
June 30, 2001 and at December  31, 2000 and at December 31, 1999 and the results
of their operations and their cash flows for the six month period and years then
ended in conformity with generally accepted accounting principals.


         /s/ KURT D. SALIGER, C.P.A.
         ---------------------------
             KURT D. SALIGER, C.P.A.
             CERTIFIED PUBLIC ACCOUNTANT


         August 10, 2001
         Las Vegas, Nevada



                                       -3-
<PAGE>
                             EIGHT BALL CORPORATION
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                        June 30,         December 31,          December 31,
                                                                            2001                 2000                  1999
                                                              ------------------    -----------------     -----------------
          <S>                                                 <C>                   <C>                   <C>

                                     ASSETS

          CURRENT ASSETS
               Cash                                           $                0    $             109     $             245
               Inventory                                      $           16,247    $          13,984     $           9,702
               Accounts receivable                                             0                    0                     0
                                                              ------------------    -----------------     -----------------

                      TOTASL CURRENT ASSETS                   $           16,247    $          14,093     $           9,947


          PROPERTY AND EQUIPMENT, NET                         $           17,289    $          18,861     $          22,005
          OTHER ASSETS                                        $                0    $               0     $               0
                                                               -----------------    -----------------     -----------------

                                     TOTAL ASSETS             $           33,536    $          32,954     $          31,952
                                                              ==================    =================     =================

                                                      LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Accounts payable                               $           41,975    $          36,969     $          28,173
               Accrued liabilities                            $           31,088    $          28,825     $          29,738
               Current Portion, Long Term Debt                $                0    $               0     $               0
                                                               -----------------     ----------------      ----------------

                      TOTAL CURRENT LIABILITIES               $           73,063    $          65,794     $          57,911

          LONG TERM DEBT                                      $                0    $               0     $               0
          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value
               authorized 50,000,000 shares;
               issued and outstanding
               150,000 shares                                 $              150    $             150     $             150

               Additional Paid In Capital                     $           74,850    $          74,850     $          74,850

               Retained Earnings (deficit)                    $         (114,527)   $        (107,840)    $        (100,959)
                                                               ------------------    -----------------     -----------------

               TOTAL STOCKHOLDERS' EQUITY                     $          (39,527)   $         (32,840)    $         (25,959)
                                                              --------------------  ------------------    ------------------

                                     Total liabilities and
                                     stockholders' equity     $           33,536    $          32,954     $          31,952
                                                              ==================    =================     =================

</TABLE>

         See Accompanying Notes to Financial Statements.


                                       -4-
<PAGE>

                             EIGHT BALL CORPORATION
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                              For the six months ended           For the six months ended
                                                                       June 30,                            June 30,
                                                                       2001                                   2000
                                                              --------------------------         --------------------------

       <S>                                                    <C>                                <C>

       REVENUES                                               $     189,223                      $     132,542
       COSTS OF REVENUES                                           (112,134)                     $     (53,841)
                                                              --------------                      -------------

             GROSS PROFIT                                     $      77,089                      $      78,701

       OPERATING EXPENSES
             Selling, general and administrative              $      82,204                      $      96,050
             Depreciation                                     $       1,572                      $       1,572
                                                               ------------                       ------------

             TOTAL OPEATING EXPENSES                          $      83,776                      $      97,622
                                                              -------------                      -------------

             INCOME (LOSS) FROM OPERATIONS                    $      (6,687)                     $     (18,921)

       OTHER INCOME (EXPENSES)
             Gain on sale of assets                           $           0                      $           0
             Interest expense                                 $           0                      $           0
                                                               ------------                       ------------


       INCOME (LOSS) BEFORE INCOME TAXES                      $      (6,687)                     $     (18,921)
             Income Taxes                                     $           0                      $           0
                                                              -------------                      -------------

             NET PROFIT (LOSS)                                $      (6,687)                     $     (18,921)
                                                              =============                      ==============


             NET PROFIT (LOSS) PER SHARE                      $     (0.0446)                     $     (0.1261)
                                                              =============                      ==============

             AVERAGE NUMBER OF                                      150,000                            150,000
                                                              =============                      =============
             SHARES OF COMMON
             STOCK OUTSTANDING


</TABLE>

         See Accompanying Notes to Financial Statements.


                                       -5-
<PAGE>

                             EIGHT BALL CORPORATION
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                              For the three months ended         For the three months ended
                                                                       June 30,                            June 30,
                                                                          2001                                2000
                                                              --------------------------         --------------------------

       <S>                                                    <C>                                <C>

       REVENUES                                               $      94,142                      $      62,520
       COSTS OF REVENUES                                            (60,001)                     $     (25,397)
                                                              --------------                      -------------

             GROSS PROFIT                                     $      34,141                      $      37,123

       OPERATING EXPENSES
             Selling, general and administrative              $      42,931                      $      55,222
             Depreciation                                     $         786                      $         786
                                                               ------------                       ------------

             TOTAL OPEATING EXPENSES                          $      43,717                      $      56,008
                                                              -------------                      -------------

             INCOME (LOSS) FROM OPERATIONS                    $      (9,576)                     $     (18,921)

       OTHER INCOME (EXPENSES)
             Gain on sale of assets                           $           0                      $           0
             Interest expense                                 $           0                      $           0
                                                               ------------                       ------------


       INCOME (LOSS) BEFORE INCOME TAXES                      $      (9,576)                     $     (18,921)
             Income Taxes                                     $           0                      $           0
                                                              -------------                      -------------

             NET PROFIT (LOSS)                                $      (9,576)                     $     (18,921)
                                                              =============                      ==============


             NET PROFIT (LOSS) PER SHARE                      $     (0.0638)                     $     (0.1261)
                                                              =============                      ==============

             AVERAGE NUMBER OF                                      150,000                            150,000
                                                              =============                      =============
             SHARES OF COMMON
             STOCK OUTSTANDING


</TABLE>


         See Accompanying Notes to Financial Statements.


                                      -6-
<PAGE>
                             EIGHT BALL CORPORATION
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                              For the year ended                 For the year ended
                                                              December 31,                       December 31,
                                                              2000                               1999
                                                              -------------                      ------------------------------

       <S>                                                    <C>                                <C>

       REVENUES                                               $     306,193                      $     163,511
       COSTS OF REVENUES                                      $    (141,650)                     $     (76,190)
                                                               -------------                      -------------

             GROSS PROFIT                                     $     164,543                      $      87,321

       OPERATING EXPENSES

             Selling, general and administrative              $     168,280                      $     119,165
             Depreciation                                     $       3,144                      $       6,288
                                                               ------------                       ------------

             TOTAL OPEATING EXPENSES                          $     171,424                      $     125,453
                                                              -------------                      -------------

             INCOME (LOSS) FROM OPERATIONS                    $      (6,881)                     $     (38,132)

       OTHER INCOME (EXPENSES)
             Gain on sale of assets                           $           0                      $           0
             Interest expense                                 $           0                      $           0
                                                               ------------                       ------------

       INCOME (LOSS) BEFORE INCOME TAXES                      $      (6,881)                     $     (38,132)
             Income Taxes                                     $           0                      $           0
                                                              -------------                      -------------

             NET PROFIT (LOSS)                                $      (6,881)                     $     (38,132)
                                                              ==============                     ==============


             NET PROFIT (LOSS) PER SHARE                      $     (0.0459)                     $     (0.2542)
                                                              ==============                     ==============

             AVERAGE NUMBER OF                                      150,000                            150,000
                                                              =============                      =============
             SHARES OF COMMON
             STOCK OUTSTANDING

</TABLE>


        See Accompanying Notes to Financial Statements


                                      -7-
<PAGE>

                             EIGHT BALL CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     For The Six Months Ended June 30, 2001

<TABLE>
<CAPTION>

                                                                        Common Stock
                                                                        ------------
                                                                                                 Additional          Retained
                                                              Number of                          Paid in             Earnings
                                                              Shares             Amount          Capital             (Deficit)
                                                              ---------         ---------        -----------         ----------
          <S>                                                 <C>               <C>              <C>                  <C>


          October 9, 1997                                     50,000            $      50        $    49,950
          Issued for cash

          Net (Loss) for the period
           October 9, 1997 (Inception)
           to December 31, 1997                                                                                     $       (1,227)
                                                              ---------         ---------        -----------        ---------------

          Balance December 31, 1997                           50,000            $      50        $    49,950        $       (1,227)

          September 15, 1998 public offering
          Regulation D issued for cash                        100,000           $     100        $    24,900

          Net (Loss) January 1, 1998 to
          December 31, 1998                                                                                         $      (61,600)
                                                              ---------         ---------        -----------         ---------------

          Balance December 31, 1998                           150,000           $     150        $    74,850        $      (62,827)

          Net (Loss) January 1, 1999 to
          December 31 1999                                                                                          $      (38,132)
                                                              ---------         ---------        -----------        ---------------

          Balance December 31, 1999                           150,000           $     150        $    74,850        $     (100,959)


          Net (Loss) January 1, 2000 to
          December 31, 2000                                                                                         $       (6,881)
                                                              ---------         ---------        -----------        ---------------

          Balance December 31, 2000                           150,000           $     150        $    74,850        $     (107,840)


          Net Income January 1, 2001 to
          June 30, 2001                                                                                             $       (6,687)
                                                              ---------         ---------        -----------        ---------------

          Balance June 30, 2001                               150,000           $    150         $    74,850        $     (114,527)
                                                              =========         =========        ===========        ===============


</TABLE>

         See Accompanying Notes to Financial Statements.


                                      -8-
<PAGE>
                             EIGHT BALL CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              For the six months ended           For the six months ended
                                                                  June 30,                                June 30,
                                                                  2001                                    2000
                                                              ------------------                 --------------------------

<S>                                                           <C>                                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                             $      (6,687)                     $     (18,921)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
   Depreciation                                               $       1,572                      $       1,572
   Decrease in accounts receivable                            $           0                      $           0
   Increase in inventory                                      $      (2,263)                     $      (2,740)
   Increase in accounts payable                               $       5,006                      $       7,314
   Decrease in accrued liabilities                            $           0                      $           0
   Increase in accrued liabilities                            $       2,263                      $      13,240
                                                               ------------                      -------------


       Net cash provided by
          operating activities                                $        (109)                     $         465
                                                              -------------                      --------------


Cash Flows From Investing Activities
       Purchase of property & equipment                       $           0                      $           0
                                                               ------------                       ------------
       Net cash (used in)
          investing activities                                $           0                      $           0
                                                              -------------                      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Issue common stock                                     $           0                      $           0
                                                               ------------                       ------------

       Net increase (decrease) in cash                        $        (109)                     $         465

       Cash, Beginning of period                              $         109                      $         245
                                                               ------------                      -------------

       Cash, Ending of period                                 $           0                      $         710
                                                              =============                      =============


</TABLE>

         See Accompanying Notes to Financial Statements


                                      -9-
<PAGE>
                             EIGHT BALL CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                              For the three months ended         For the three months ended
                                                                  June 30,                                June 30,
                                                                  2001                                    2000
                                                              ------------------                 --------------------------

<S>                                                           <C>                                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                             $      (9,576)                     $     (18,921)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
   Depreciation                                               $         786                      $         786
   Decrease in accounts receivable                            $           0                      $           0
   Increase in inventory                                      $       1,372                      $      (2,740)
   Increase in accounts payable                               $       5,000                      $      21,440
   Decrease in accrued liabilities                            $      (1,371)                     $           0
   Increase in accrued liabilities                            $           0                      $           0
                                                               ------------                      -------------


       Net cash provided by
          operating activities                                $      (3,789)                     $         565
                                                              -------------                      --------------


Cash Flows From Investing Activities
       Purchase of property & equipment                       $           0                      $           0
                                                               ------------                       ------------
       Net cash (used in)
          investing activities                                $           0                      $           0
                                                              -------------                      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Issue common stock                                     $           0                      $           0
                                                               ------------                       ------------

       Net increase (decrease) in cash                        $      (3,789)                     $         565

       Cash, Beginning of period                              $       3,789                      $         145
                                                               ------------                      -------------

       Cash, Ending of period                                 $           0                      $         710
                                                              =============                      =============


</TABLE>

         See Accompanying Notes to Financial Statements


                                      -10-
<PAGE>
                             EIGHT BALL CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                              For the year ended                 For the  year ended
                                                                  December 31,                            December 31,
                                                                  2000                                    1999
                                                              ------------------                 ---------------------

<S>                                                           <C>                                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                             $      (6,881)                     $     (38,132)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
   Depreciation                                               $       3,144                              6,288
   Decrease in accounts receivable                            $           0                                  0
   Increase in inventory                                      $      (4,282)                     $      (3,042)
   Increase in accounts payable                               $       8,796                      $      21,639
   Decrease in accrued liabilities                            $           0                      $      12,851
   Increase in accrued liabilities                            $        (913)                     $           0
                                                               -------------                     -------------


       Net cash provided by
          operating activities                                $        (136)                     $        (396)
                                                              --------------                     --------------


CASH FLOWS FROM INVESTING ACTIVITIES

       Purchase of property & equipment                       $           0                      $           0
                                                               ------------                       ------------
       Net cash (used in)
          investing activities                                $           0                      $           0
                                                              -------------                      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Issue common stock                                     $           0                      $           0
                                                               ------------                       ------------

       Net increase (decrease) in cash                        $        (136)                     $        (396)

       Cash, Beginning of period                              $         245                      $         641
                                                               ------------                      -------------

       Cash, Ending of period                                 $         109                      $         245
                                                              =============                      =============


</TABLE>

         See Accompanying Notes to Financial Statements

                                      -11-
<PAGE>
                             EIGHT BALL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


         NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

                  The Company was organized October 9, 1997 under the laws of
                  the State of Nevada, under the name Eight Ball Corporation.
                  The Company operates in the pool hall and restaurant
                  industries.

         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Accounting Method
                  -----------------
                  The Company records income and expenses on the accrual method
                  of accounting.

                  Estimates
                  ---------
                  The preparation of financial statements in conformity with
                  generally accepted accounting principals requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities, disclosure of contingent
                  assets and liabilities, and the reported amounts of revenue
                  and expenses during the reporting period. Actual results could
                  differ from those estimates.

                  Cash and Equivalents
                  --------------------
                  For the statements of cash flows, all highly liquid assets
                  with a maturity of three months or less are considered to be
                  cash equivalents. There were no cash equivalents as of
                  December 31, 1999 and December 31, 200 and June 30, 2001.

                  Inventory
                  ---------
                  Inventories are stated at the lower cost (which approximates
                  first-in, first-out cost) or market.

                  Property and Equipment
                  ----------------------
                  Property and equipment is stated at cost. Depreciation is
                  recorded using the straight-line method over the estimated
                  useful life of the asset of three to seven years.

                  Income taxes
                  ------------
                  Income taxes are provided for using the liability method of
                  accounting in accordance with Statement of Financial
                  Accounting Standards No. 109 (SFAS #109) "Accounting for
                  Income Taxes." A deferred tax asset or liability is recorded
                  for all temporary differences between financial and tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.

                                      -12-
<PAGE>

                             EIGHT BALL CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (continued)

         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Loss Per Share

                  Net loss per share is provided in accordance with Statement of
                  Financial Accounting Standards No. 128 (SFAS #128) "Earnings
                  Per Share."Basic loss per share is computed by dividing losses
                  available to common stockholders by the weighted average
                  number of common shares outstanding during the period. Diluted
                  loss per share reflects per share amounts that would have
                  resulted if dilutive common stock equivalents had been
                  converted to common stock. As of June 30, 2001 and December
                  31, 2000 and 1999, the Company had no dilutive common stock
                  equivalents such as stock options.


         NOTE 3 - INVENTORY

                  Inventories consist of the following:

                                                December 31,     December 31,
                                                2000             1999
                                                -----------      -----------
                        Finished Goods          $         0      $         0
                        Goods-in-process        $         0      $         0
                        Raw materials           $    13,984      $     9,702
                                                -----------      -----------
                            Total inventories   $    13,984      $     9,702
                                                ===========      ===========

         NOTE 4 - PROPERTY AND EQUIPMENT

                  The Company's property and equipment consisted of the
                  following:

                                                December 31,     December 31,
                                                2000             1999
                                                -----------      -----------
                        Leasehold Improvements  $         0      $         0
                        Manufacturing equipment $         0      $         0
                        Computer equipment,
                        office furniture and
                        other                   $    31,436      $    31,436
                                                -----------      -----------
                                                $    31,436      $    31,436
                        Less:  Accumulated
                               depreciation     $   (12,575)     $    (9,431)
                                                -----------      -----------
                                                $    18,861      $    22,005
                                                ===========      ===========

                                      -13-
<PAGE>

                             EIGHT BALL CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (continued)

       NOTE 5 - STOCKHOLDERS' EQUITY

                  The authorized common stock of Eight Ball Corporation consists
                  of 50,000 shares with a par vale of $0.0001 per share.

                  On October 9, 1997, the Company issued 50,000 shares of its
                  common stock for $50,000 cash

                  On September 15, 1998, the Company completed a public offering
                  that was offered without registration under the Securities Act
                  of 1933, as amended, in reliance upon exemption from
                  registration from registration afforded by sections 4(2) and
                  2(b) of the Securities Act and Regulation D promulgated
                  thereunder. The company sold 100,000 shares at a price of
                  $0.25 per share for a total amount raised of $25,000.

         NOTE 6 - COMMITMENTS AND CONTINGENCIES

                  Operating Leases

                  The Company leases retail space for its restaurant and pool
                  hall. The facility lease is for a period of two years and five
                  months. The lease provides a renewal option of two five year
                  additional terms. Total rent expense was $15,000 for the year
                  ended December 31, 1998. Total rent expense was $82,092 for
                  the year ended December 31, 2000. Total rent expense was
                  $33,964 for the six months ended June 30, 2001.

                  Estimated future minimum lease payments as of June 30, 2001
                  are as follows:

                           Year ending December 31, 2001        $28,038
                           Year ending December 31, 2002        $56,076
                           Year ending December 31, 2003        $56,076
                           Year ending December 31, 2004        $56,076
                           Year ending December 31, 2005        $18,692
                                                         -------------------
                                                               $214,958

                                      -14-
<PAGE>

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

GENERAL OVERVIEW

         The Registrant, Eight Ball Corporation, is a Nevada corporation formed
on October 9, 1997. It is currently doing business as Westchester Sports Grill.
Westchester Sports Grill is located at 5630 West Manchester Boulevard, Los
Angeles, California, 90045. Since its opening in July of 1998, Westchester
Sports Grill has served the residential, university, commercial, and tourist
communities in its surrounding areas. Westchester Sports Grill provides dining,
including alcoholic beverages, and entertainment services to its customers.
Westchester Sports Grill's niche is in providing:

     o live bands performing Hispanic dance music, with dancing areas

     o sports-oriented entertainment including video games, billiard
       tables, and television monitors showing sports events and news

     o restaurant dining that provides a hint of Mexican flavor to an American
       cuisine

RESULTS OF OPERATIONS

STATEMENT ON FORWARD-LOOKING INFORMATION

         Certain information included herein contains statements that may be
considered forward-looking, such as statements relating to anticipated
performance and financing sources. Any forward-looking statement made by the
Company necessarily is based upon a number of estimates and assumptions that,
while considered reasonable by the Company, is inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of the Company, and are subject to change. Actual
results of the Company's operations may vary materially from any forward-looking
statement made by or on behalf of the Company. Forward-looking statements should
not be regarded as a representation by the Company or any other person that the
forward-looking statements will be achieved. Undue reliance should not be placed
on any forward-looking statements. Some of the contingencies and uncertainties
to which any forward-looking statement contained herein is subject include, but
are not limited to, those relating to dependence on existing management,
Internet regulation, leverage and debt service, domestic or global economic
conditions and changes in federal or state tax laws or the administration of
such laws.

                                      -15-
<PAGE>

COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000.

         REVENUES.  Revenues increased for the three and six months ended
June 30, 2001 by approximately $31,600 or 50.6% and $56,680 or 42.8%
respectively, over the same periods of the prior year.  This increase during
the 2001 periods was due primarily to an increase in the average number of the
Company's restaurant and bar patrons, as well as increased customer awareness of
the Company.

         COSTS OF REVENUES. Costs of revenues increased for the three and six
months ended June 30, 2001 by approximately $34,600 or 136% and $58,300 or 108%
respectively, over the same periods of the prior year.  The increases during the
2001 periods were directly related to the increases in sales during the 2001
periods.  Gross profits decreased for the three and six months ended June 30,
2001 from approximately $37,120 to $34,140 and $78,700 to $77,090, respectively,
due primarily to increased costs of revenues during the 2001 periods.

         OPERATING EXPENSES. Operating expenses decreased for the three and six
months ended June 30, 2001 by approximately $12,290 or 21.9% and $13,850 or
14.2%, respectively, over the same periods of the prior year.  The decreases
in operating expenses for the 2001 periods occurred primarily from cost controls
by management, resulting in decreased administrative expenses.

         NET LOSSES. For the three and six months ended June 30, 2001, net
losses totaled approximately $9,580 and $6,690 respectively, compared to net
losses of approximately $18,920 and $18,920 for the comparable periods in 2000.
The decreases during the 2001 periods were due primarily to increased revenues
and decreased operating expenses.

                                      -16-
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         LIQUIDITY AND CAPITAL RESOURCES

         The ability of the Company to satisfy its obligations depends in part
upon its ability to reach a profitable level of operations and, if needed, to
procure short and long-term financing to continue development of its restaurant
and entertainment operations through Westchester Sports Grill. There is no
assurance that, if needed, short and long-term financing could be obtained to
fulfill the Company's capital needs. If needed, the Company's management may
offer short-term loans in order to provide liquidity for Westchester Sports
Grill. In addition, if needed, the Company may attempt to sell additional common
stock to meet its current and future capital needs. The Company currently does
not have plans to obtain a line of credit from a financial institution, as it is
currently able to continue operations of Westchester Sports Grill without
additional financing. However, if the Company cannot maintain its operations
through revenues obtained by Westchester Sports Grill, and could not obtain
either short or long-term funding or funding through the sale of its common
stock, the Company would be unlikely to continue its operations.

         Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in the restaurant and
entertainment businesses. Such risks include, but are not limited to, a large
amount of competing businesses. To address these risks we must, among other
things, continue to expand our niche in providing live Hispanic music
entertainment and high-quality Mexican-American cuisine. Currently, the Company
has no material commitments for capital expenditures. There can be no assurance
that we will be successful in addressing such risks, and the failure to do so
can have a material adverse effect on our financial condition and results of
operations.

         ASSETS AND  LIABILITIES.  As of the six months ended June 30, 2001,
the Company had assets of approximately $33,540 compared to $32,950 as of
December 31, 2000.  The increase of assets in 2001 was due primarily to an
increase in raw materials in inventory.  The Company's current liabilities
increased to $73,060 for the six months ended June 30, 2001 compared to $65,790
as of the end of December 31, 2000.  This increase was due mainly to an increase
in accounts payable and accrued liabilities during the 2001 period.

                                      -17-
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                           PART II - OTHER INFORMATION

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

(a)      Exhibits.

Exhibit
Number            Description
--------------------------------------------------------------------------------

3.1               Articles of Incorporation of Eight Ball Corporation
                    (Incorporated by reference from Exhibit 3.1 of Form 10-QSB
                     filed March 12, 2001).

3.2               Bylaws of Eight Ball Corporation
                    (Incorporated by reference from Exhibit 3.2 of Form 10-QSB
                     filed March 12, 2001).

10.1              Lease
                    (Incorporated by reference from Exhibit 10.1 of Form 10-KSB
                     filed April 18, 2001).


(b)      Reports on Form 8-K.

         The Company filed a Form 8-K on January 16, 2001 regarding the delayed
filing of its quarterly report on Form 10-QSB for the period ending September
30, 2000, due to a change in legal services used by the Company.



                                      -18-
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                                   SIGNATURES


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


                             EIGHT BALL CORPORATION,
                         d/b/a Westchester Sports Grill
                         ------------------------------
                                  (Registrant)

Date:    August 15, 2001
         ----------------

/s/ ALFONSO HERNANDEZ, JR.
    ----------------------
    ALFONSO HERNANDEZ, JR.
    PRESIDENT
    EIGHT BALL CORPORATION,
    d/b/a Westchester Sports Grill


                                      -19-
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