UNITED STATES

            SECURITIES AND EXCHANGE COMMISSION

                 Washington, D.C.  20549

                       FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended                       June 30, 2000

Commission file number 333-52721


             ALMOST COUNTRY PRODUCTIONS, INC.
  (Exact name of registrant as specified in its charter)

                          NEVADA
                 (State of incorporation)

                        84-1398342
            (IRS employer identification no.)

    245 N. Vine St. #103   Salt Lake City, Utah 84103
         (Address of principle executive offices)

                      (801) 322-1887
    (Registrants Telephone Number Including area code)

     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

     State 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 June 30, 2000
     Common Stock                          601,100


<PAGE>

              PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements.














                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

                      FINANCIAL STATEMENTS

                          June 30, 2000



















2
<PAGE>



                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]



                            CONTENTS

                                                           PAGE

          Accountants' Review Report                          4

          Unaudited Condensed Balance Sheets, June 30,
          2000 and September 30,1999                          5


          Unaudited Condensed Statements of Operations,
          for the three and nine months ended June 30, 2000
          and 1999 and from inception on October 24,
          1996 through June 30, 2000                          6


          Unaudited Condensed Statements of Cash Flows,
          for the nine months ended June 30, 2000 and
          1999 and from inception on October 24, 1996
          through June 30, 2000                               7


          Notes to Unaudited Condensed Financial
          Statements                                      8 - 12







3
<PAGE>

                   ACCOUNTANTS' REVIEW REPORT



Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah

We  have  reviewed  the accompanying condensed balance  sheet  of
Almost Country Productions, Inc. (A Development Stage Company) as
of  June  30,  2000,  and  the related  condensed  statements  of
operations for the three and nine months ended June 30, 2000 and
for the period from inception on October 24, 1996 through June 30,
2000 and  the statements of cash flows for the six months  ended
June 30, 2000  and  for  the period from inception on October 24,
1996 through June 30,  2000. All  information  included in these
financial statements  is  the representation of the management of
Almost Country  Productions, Inc..

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review consists principally of inquiries of Company personnel and
analytical   procedures  applied  to  financial  data.    It   is
substantially  less  in scope than an audit  in  accordance  with
generally accepted auditing standards, the objective of which  is
the  expression of an opinion regarding the financial  statements
taken  as  a  whole.   Accordingly, we do  not  express  such  an
opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that  should be made to  the  condensed  financial
statements  reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.

The   accompanying  condensed  financial  statements  have   been
prepared  assuming the Company will continue as a going  concern.
As  discussed in Note 6 to the financial statements, the  company
has   incurred  substantial  losses  since  its  inception,   has
liabilities  in excess of assets and has not yet been  successful
in  establishing  profitable  operations.   These  factors  raise
substantial  doubt  about its ability  to  continue  as  a  going
concern.  Management's plans in regards to these matters are also
described in Note 6.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome   of   these
uncertainties.


/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

August 18, 2000
Salt Lake City, Utah

4
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

               UNAUDITED CONDENSED BALANCE SHEETS

                (See Accountants' Review Report)

                             ASSETS



                                           June 30,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash in bank                            $      570   $    1,358
  Inventory                                      112          257
                                         ___________  ___________
        Total Current Assets              $      682    $   1,615
                                         ___________  ___________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                            1,135          100
   Loans payable - related party                   -       13,972
                                         ___________  ___________
        Total Current Liabilities              1,135       14,072
                                         ___________  ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 50,000,000
   shares authorized, 601,100 shares issued
   and outstanding                               601          301
  Capital in excess of par value              55,754       26,054
  Deficit accumulated during the
   development stage                         (56,808)     (38,812)
                                         ___________  ___________
        Total Stockholders' (Deficit)           (453)     (12,457)
                                         ___________  ___________
                                          $      682   $    1,615
                                         ___________  ___________










Note: The balance sheet at September 30, 1999 was taken from the
      audited financial statements at that date and condensed.

 The accompanying notes are an integral part of these unaudited condensed
                      financial statements.

5
<PAGE>

                  ALMOST COUNTRY PRODUCTS, INC.
                  [A Development Stage Company]


          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                (See Accountants' Review Report)


                        For the Three    For the Nine      From Inception
                        Months Ended     Months Ended      on October 24,
                          June 30,         June 30,        1996 through
                 ____________________  __________________    June 30,
                    2000      1999       2000       1999      2000
                 __________ _________  _________ ________ _____________
REVENUE:
  Sales, net     $      260 $       -  $     365 $     84 $         636

COST OF GOODS
 SOLD                   104         -        145       57           301
                 __________ _________  _________ ________ _____________

    Gross Profit        156         -        220       27           335
                 __________ _________  _________ ________ _____________
EXPENSES:
  General and
   administrative    11,625        30     18,216    1,654        33,060
  Cost of record
   master                 -         -          -        -        22,332
  Other operating
   expenses               -         -          -       46         1,751
                 __________ _________  _________ ________ _____________

    Total Expenses   11,625        30     18,216    1,700        57,143
                 __________ _________  _________ ________ _____________
LOSS BEFORE
 CHANGE IN
 ACCOUNTING
 PRINCIPLE          (11,469)      (30)   (17,996)  (1,673)      (56,808)

CUMULATIVE EFFECT
 OF CHANGE IN
 ACCOUNITING
 PRINCIPLE                -         -          -     (186)            -
                 __________ _________  _________ ________ _____________
LOSS BEFORE TAXES   (11,469)      (30)   (17,996)  (1,859)      (56,808)
                 __________ _________  _________ ________ _____________
CURRENT TAXES
 EXPENSE                  -         -          -        -             -

DEFERRED TAX
 EXPENSE                  -         -          -        -             -
                 __________ _________  _________ ________ _____________

NET LOSS         $  (11,469)$     (30) $ (17,996)$ (1,859)$     (56,808)
                 __________ _________  _________ ________ _____________

LOSS PER COMMON
 SHARE           $     (.03)$    (.00) $    (.05)$   (.01)$        (.26)
                 __________ _________  _________ ________ _____________






 The accompanying notes are an integral part of these unaudited condensed
                       financial statements.

6
<PAGE>

                  ALMOST COUNTRY PRODUCTS, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                (See Accountants' Review Report)


                                        For the Nine     From Inception
                                        Months Ended     on October 24,
                                          June 30,       1996 through
                                  _______________________  June 30,
                                    2000       1999         2000
                                 __________  ____________ __________
Cash Flows From Operating
 Activities:
  Net loss                       $  (17,996) $     (1,859)$  (56,808)
  Adjustments to reconcile net
   loss from operating activities:
    Depreciation and amortization         -             -        310
    Non-cash expense                      -           186        330
    Services paid with common
     stock                           10,000             -     10,000
    Changes in assets and
     liabilities:
      Decrease in inventory             145           103       (112)
      Increase in accounts payable    1,035          (426)     1,135
                                 __________  ____________ __________
      Net Cash Flows (Used) by
       Operating Activities          (6,816)       (1,996)   (45,145)
                                 __________  ____________ __________
Cash Flows From Investing Activities:
  Payments for organization costs         -             -       (310)
                                 __________  ____________ __________
      Net Cash (Used) by Investing
       Activities                         -             -       (310)
                                 __________  ____________ __________
Cash Flows From Financing Activities:
  Proceeds from shareholder loans         -         2,001          -
  Payment of shareholder loan       (13,972)            -          -
  Proceeds from common stock
   issuance                          20,000             -     52,000
  Payment of stock offering costs         -             -     (5,975)
                                 __________  ____________ __________
      Net Cash Provided by
       Financing Activities           6,028         2,001     46,025
                                 __________  ____________ __________
Net Increase (Decrease) in Cash        (788)            5        570

Cash at Beginning of the Period       1,358             9          -
                                 __________  ____________ __________
Cash at End of the Period        $      570  $         14 $      570
                                 __________  ____________ __________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                     $        -  $          - $        -
    Income taxes                 $        -  $          - $        -

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the nine months ended June 30, 2000:
  The Company issued 100,000 shares of common stock for services
   rendered.

  For the nine months ended June 30, 1999:
  A shareholder/officer advanced the Company $2,001.

The accompanying notes are an integral part of these unaudited condensed
                      financial statements.
7
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Almost Country Productions, Inc. (the Company) was
  organized  under the laws of the State of Nevada on  October  24,
  1996.   The  Company  has not yet generated significant  revenues
  from  its  planned  principal  operations  and  is  considered  a
  development  stage  company  as  defined  in  the  Statement   of
  Financial  Accounting Standards (SFAS) No.  7.   The  Company  is
  planning to engage in the business to produce and market  country
  music   on  tapes  and  compact  discs  (CD's)  featuring  Pamela
  Lindquist  and  her  music group known as  Almost  Country.   The
  Company has, at the present time, not paid any dividends and  any
  dividends  that  may be paid in the future will depend  upon  the
  financial requirements of the Company and other relevant factors.

  Inventory - Inventory is carried at the lower of cost or  market.
  Cost is determined by the first-in, first-out method.

  Organization  Costs - The Company has amortized its  organization
  costs, which reflect amounts expended to organize the Company, in
  accordance with the Statement of Position 98-5, "Reporting on the
  Costs of Start-up Activities."

  Loss  Per  Share - The computation of loss per share is based  on
  the  weighted  average  number of shares outstanding  during  the
  period  presented,  in  accordance with Statement  of  Accounting
  Financial Standard No. 128 "Earnings Per Share".

  Cash  and  Cash  Equivalents  - For  purposes  of  the  financial
  statements,   the  Company  considers  all  highly  liquid   debt
  investments purchased with a maturity of nine months or  less  to
  be cash equivalents.

  Revenue Recognition - The Company recognizes revenue when product
  is delivered.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  effect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could differ  from
  those estimated by management.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections", SFAS No. 136, "Transfers of Assets  to  a  not  for
  profit  organization  or charitable trust that  raises  or  holds
  contributions  for  others", and SFAS No.  137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective date of FASB statement No. 133 ( an amendment  of  FASB
  Statement  No. 133.)," were recently issued.  SFAS No. 132,  133,
  134,  135,  136  and  137 have no current  applicability  to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

8
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - INVENTORY

  Inventory at June 30, 2000 consists of the following:

         Compact disc's                   $   975
         Cassette tapes                       218
         Allowance for excess quantities
            of inventory                   (1,081)
                                        _________
                                          $   112
                                        _________

  During the nine months ended June 30, 2000, the Company had gross
  product sales of $260 with a corresponding cost of goods sold  of
  $104.   The  sales  came through the medium of a benefit  concert
  with  Pamela Lindquist, the Company's President, performing  with
  Nashville  recording artist Boots Randolph on February 12,  2000.
  The   concert   was   produced  by  Dolphin   Productions,   Inc.
  ("Dolphin"),  a Nevada corporation doing business in  Utah  as  a
  producer of music concerts.  The Company and Dolphin entered into
  a  joint  marketing agreement which will assist  the  Company  in
  marketing its products and acquiring rights to the works of other
  artists.  Dolphin is a privately-held Nevada corporation of which
  Richard  H.  Casper, the Company's legal counsel,  is  president.
  Management  believes  that  while the  Company  has  some  excess
  quantities  of  inventory, a portion of the  inventory  is  still
  saleable.   Accordingly, the Company has established an allowance
  for excess quantities of inventory to reduce the valuation of the
  inventory to its estimated market value of $112.

NOTE 3 - CAPITAL STOCK

  Common  Stock - During June 1997, the Company issued 1,000 shares
  of  common stock for legal services rendered in association  with
  its public stock offering, valued at $300.

  During  June 1997, the Company issued 100 shares of common  stock
  for operating expenses valued at $30.

  Public  Offering - During March 1997, the Company issued  100,000
  shares of common stock for cash at $0.30 per share, net of $5,975
  stock offering cost, pursuant to a public offering believed to be
  exempt  from  registration  with  the   Securities  and  Exchange
  Commission  under  rule 504 of Regulation D as promulgated  under
  the Securities Act of 1933, as amended.

  Organization  -  During  October 1996,  in  connection  with  its
  organization, the Company issued 200,000 shares of its previously
  authorized, but unissued common stock.  Total proceeds  from  the
  sale of stock amounted to $2,000 (or $.01 per share).

9
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK [CONTINUED]

  During  March of 2000, the Company renegotiated the  terms  of  a
  loan  from  a  shareholder and entered  into  an  agreement  with
  Richard  H. Casper, corporate legal counsel and the President  of
  Dolphin Productions, Inc. (see also Note 2 above) whereunder  Mr.
  Casper  will  pay $20,000 to the Company for 200,000  shares  the
  Company's  common stock.  With the proceeds, the  Company  repaid
  its  note  payable to the Company's president, Pamela  Lindquist,
  which  had  a  balance  of $18,272 as  of  June  30,  2000.   The
  remaining  amount of $1,728 was used by the Company for operating
  capital.  Through this transaction, Mr. Casper agreed to  release
  his  lien  against  the  shares of the  Company's  President  and
  Secretary.  This transaction was consummated, and the shares were
  issued to Mr. Casper, in May of 2000.

  During March of 2000, the Company's board of directors voted to
  issue 100,000 shares of its common  stock to its President, Pamela
  Lindquist, as compensation for her work in producing and marketing
  the Company's products,  managing the  affairs of  the Company, as
  reimbursement for out-of-pocket  costs incurred by Ms. Lindquist in
  managing the Company's affairs and as consideration for her loan to
  the Company. This  transaction was consummated, and the shares were
  issued to Ms. Lindquist, in May of 2000.


NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred tax asset/liability equal to the expected future
  tax  benefit/expense  of temporary reporting differences  between
  book  and tax accounting methods and any available operating loss
  or  tax  credit  carryforwards.  At June 30, 2000, has  available
  unused  operating  loss  carryforwards of approximately  $56,800,
  which  may  be  applied against future taxable income  and  which
  expire in various years through 2020.

  The  amount of and ultimate realization of the benefits from  the
  operating   loss  carryforwards  for  income  tax   purposes   is
  dependent,  in  part,  upon the tax laws in  effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding the realization of the loss carryforwards the Company
  has  established a valuation allowance equal to the amount of the
  loss carryforwards and, therefore, no deferred tax asset has been
  recognized  for  the loss carryforwards.  The  net  deferred  tax
  asset  is  approximately $19,880 as of June  30,  2000,  with  an
  offsetting  valuation  allowance at June 30,  2000  of  the  same
  amount.   The  increase in the valuation allowance for  the  nine
  months ended June 30, 2000 was approximately $4,880.

10
<PAGE>


                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS

  Management   Compensation  -  The  Company  has  not   paid   any
  compensation  to  its  officers and directors.   However,  during
  March  of  2000,  the Company's board of directors  agreed  issue
  100,000  shares  of  its  common stock to its  President,  Pamela
  Lindquist,  as  compensation  for  her  work  in  producing   and
  marketing  the  Company's products, managing the affairs  of  the
  Company,  office,  travel  and telephone  expenses  paid  by  Ms.
  Lindquist in behalf of the Company and as consideration  for  her
  loan  to the Company.  This transaction was consummated, and  the
  shares were issued to Ms. Lindquist in May of 2000.

  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use her home as a mailing address, as needed,  at  no
  expense to the Company.

  Debt  Reduction - During March of 2000, the Company  renegotiated
  the  terms  of  a  loan from a shareholder and  entered  into  an
  agreement with Richard H. Casper, corporate legal counsel and the
  President  of Dolphin Productions, Inc. (see also Note  2  above)
  where  under  Mr.  Casper  paid $20,000 for  200,000  shares  the
  Company's  common  stock.  The Company previously  reported  that
  Pamela  Lindquist and Marie Lindquist, respectively the President
  and  Secretary of the Company, had contracted during the  quarter
  ended  December 31, 1999, to sell 66,000 of their combined shares
  to  Richard H. Casper, the company's legal counsel. During  March,
  the  Company  renegotiated the terms of the  agreement.   Of  the
  $20,000 in proceeds,  $18,272 repaid the Company's note to Pamela
  Lindquist, and  the balance of $1,728 will be paid in cash to the
  Company. Through  the  transaction, the Company's note payable to
  Pamela Lindquist,  the Company's president, will be paid in  full.
  The amount of $1,728 will  be used by the Company  for  operating
  capital.   Through this transaction, Mr. Casper has released  his
  lien against the shares of the Company's President and Secretary.
  The  foregoing transaction was fully consummated, and the  shares
  were issued to Mr. Casper, in May of 2000.


NOTE 6 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with  generally accepted accounting principles  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However, the Company has incurred losses since its inception, has
  current  liabilities in excess of current assets and has not  yet
  been  successful  in establishing profitable  operations.   These
  factors  raise substantial doubt about the ability of the Company
  to  continue  as a going concern.  In this regard, management  is
  proposing to raise any necessary additional funds not provided by
  its  planned  operations through loans and/or through  additional
  sales  of  its  common  stock.  There have  been  no  significant
  product  sales during the year ended September 30, 1999; however,
  management  is  still attempting to develop new  markets  in  the
  United  States, and is contemplating marketing efforts in foreign
  markets.  There  is  no  assurance  that  the  Company  will   be
  successful  in  raising additional capital or in  developing  new
  markets  for  its products in the U.S. or in foreign markets,  or
  achieving profitable operations.  The financial statements do not
  include  any  adjustments that might result from the  outcome  of
  these uncertainties.

11
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - COMMITMENTS

  During  September 1996, the Company entered into a contract  with
  Pamela  Lindquist (the Company's President) wherein  the  Company
  will  provide up to $25,000 in financing to develop  and  produce
  tapes  and  CD's  for  Almost Country, Pamela  Lindquist's  music
  group.   In  return,  Ms.  Lindquist  has  assigned  a  financial
  interest  that will provide a royalty of $2.00 on each  tape  and
  $2.50  on each CD sold from the recordings produced, for a period
  of  two years.  On September 1, 1998, the company entered into an
  agreement  with Pamela Lindquist that extends the  terms  of  the
  contract through September 30, 2000.

NOTE 8 - LOSS PER SHARE

  The  following data show the amounts used in computing  loss  per
  share for the periods presented:

                        For the Three    For the Nine      From Inception
                        Months Ended     Months Ended      on October 24,
                          June 30,         June 30,        1996 through
                  ____________________  __________________    June 30,
                    2000      1999       2000       1999      2000
                 __________ _________  _________ ________ _____________
   Loss from
    continuing
    operations
    available to
    common
    shareholders
   (numerator)   $  (11,469)$    (30) $ (17,996)$ (1,859)$     (56,808)
                 __________ _________  _________ ________ _____________
   Weighted average
    number of
    common shares
    outstanding
    used in loss
    per share
    for the period
   (denominator)    362,748    301,100    351,649  301,100      288,282
                   __________ _________  _________ ________ _____________


12
<PAGE>

ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
the Company's consolidated results of operations and financial condition.
The discussion should be read in conjunction with the consolidated
financial statements and notes thereto.

The Company is a development stage company as it has limited assets,
operations and income.  It is believed that only limited capital will be
required to maintain the Company's operations and any funds needed in the
immediate future will be provided by the officers and directors of the
Company.  Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern. Management believe that
inflation has not and will not have a material effect on the Company's
operations.

Management has entered into a joint marketing agreement with Dolphin
Productions, Inc., a Nevada corporation of which Richard H. Casper, the
Company's legal counsel, is president.  Dolphin Productions, Inc. produces
musical concerts.  With Dolphin, the Company is exploring opportunities for
promoting the Company's products through the concert medium.

PLAN OF OPERATION

 During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures.  Because the Company has no funds, it may be necessary for the
officers and directors to advance funds or accrue expenses until a future
time.  Management intends to operate on limited funds.  If the Company
determines to employ outside advisers or consultants in its search for
business opportunities, the Company may have to raise additional funds.
As of the date of this filing, the Company has no plans to engage outside
advisers or consultants or to attempt to raise additional capital.  If the
Company seeks to raise capital, it would likely attempt to privately
place its securities.

Pamela Lindquist continues to market the CD's and cassette tapes through her
contacts in Nashville and is also exploring foreign markets for the products.
Through Dolphin Productions, Inc., Ms. Lindquist performed in concert in Salt
Lake City, Utah, on February 12, 2000, with Boots Randolph, an
internationally-known country recording artist.  Other events to promote Ms.
Lindquist's recorded music are in the planning stages.  The Company's
revenues will not increase unless the popularity of Pamela Lindquist as a
performer increases.


               PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

 None.

Item 2.  Changes in Securities and Use of Proceeds.

 The Company previously reported that Pamela Lindquist and Marie Lindquist,
respectively the President and Secretary of the Company, contracted during
the quarter ended December 31, 1999, to sell 66,000 of their combined
shares to Richard H. Casper, the  company's legal counsel.  During March,
the Company renegotiated the terms of the agreement with Mr. Casper and
entered into an agreement whereunder Mr. Casper agreed to pay $20,000 for
200,000 shares the Company's common stock.  That transaction was
consummated during the quarter ended June 30, 2000. Of the $20,000 paid by
Mr. Casper, $18,272 was used to repay the Company's note to Pamela Lindquist,
and the balance of $1,728 will be used by the Company as working capital.
Mr. Casper has released his lien against the shares of the Company's
President and Secretary.  The foregoing transaction was consummated in May
of 2000.

Item 3.  Defaults Upon Senior Securities.

 None.

Item 4.  Submission of Matters to Vote of Security holders.

 None.

Item 5.  Other Information.

 None.

Item 6.  Exhibits and Reports on Form 10-SB.

 The Exhibits from the Company's Form 10-SB are incorporated herein by
this reference.

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                       SIGNATURES

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

                                        ALMOST COUNTRY PRODUCTIONS, INC.

Date: August 17, 2000.                  By /s/ Pamela Lindquist
                                        President, Chief Executive Officer
                                        and Director
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