SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-QSB
                            (Mark One)

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

                   For the quarterly period ending
                               May 7, 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 000-31267

                       PONCA ACQUISITION CORPORATION
                       (Exact name of registrant as
                        specified in its charter)

              Nevada                             91-2048019
  (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)             Identification No.)

              1800 North Hill Avenue, Willow Grove, PA 19090
            (Address of principal executive offices (zip code))

                                918-336-1773
            (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) filed
         all reports required to be filed by Section 13 or 15(d)
         of the Securities Exchange Act of 1934 during the last
         12 months (or for such shorter period that the registrant
         was required to file such reports), and (2) has been
         subject to such filing requirements for the past 90 days.

                      Yes             No      X

         The registrant became subject to the filing requirements
         within the past 90 days.

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

              Class                         Outstanding at May 7, 2001
      Common Stock, par value $0.001                  500,000

                PART I - - FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

                 PONCA ACQUISITION CORPORATION
                 (A Development Stage Company)
                      As of May 7, 2001
                          (Unaudited)

                             ASSETS

              Cash                                    $       500

              TOTAL ASSETS                            $       500

              LIABILITIES AND STOCKHOLDER'S EQUITY

      LIABILITIES                                     $       -

      STOCKHOLDER'S EQUITY

      Common stock, .001 par value, 100,000,000 shares
      authorized, 500,000 issued and outstanding              500

      Total Stockholder's Equity                              500

      TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY      $       500


          See accompanying notes to financial statements

                 PONCA ACQUISITION CORPORATION
                 (A Development Stage Company)
                    Statement of Operations
                          (Unaudited)

                           February 8, 2001       May 3, 2000
                                   to           (Inception) to
                              May 7, 2001         May 7, 2001

      Income                   $   -               $   -

      Expenses                     -                   -

              Total expenses       -                   -

      NET LOSS                 $   0                $  0


         See accompanying notes to financial statements

                 PONCA ACQUISITION CORPORATION
                 (A Development Stage Company)
          Statement of Changes in Stockholder's Equity
          For the Period From May 3, 2000 (Inception)
                       To May 7, 2001
                          (Unaudited)


                                                  Deficit
                                                Accumulated
                 Common Stock        Additional   During
                    Issued            Paid-In   Development
              Shares        Amount    Capital      Stage       Total

Common Stock
 Issuance     500,000       $  500       -           -         $ 500

Fair value of
 expenses
 contributed     -             -         -           -           -

Net losses for the periods ended:

May 7, 2001      -             -         -           -           -

BALANCE AT
May 7, 2001   500,000       $  500       -           -         $ 500

         See accompanying notes to financial statements

                 PONCA ACQUISITION CORPORATION
                 (A Development Stage Company)
                    Statements of Cash Flows
                          (Unaudited)

                              February 8, 2001        May 3, 2000
                                    to              (Inception) to
                                May 7, 2001           May 7, 2001

CASH FLOW FROM OPERATING
 ACTIVITIES:

Net loss                         $   -                 $   -
 Adjustment to reconcile net
 loss to net cash used by
 operating activities

Capitalized expenses                 -                     -

Net cash used in operating
 activities                          -                     -

CASH FLOWS FROM INVESTING
 ACTIVITIES                          -                     -

CASH  FLOWS FROM FINANCING
 ACTIVITIES                          -                     -

Proceeds from issuance of
 common stock                        -                    500

Net cash provided by
 financing activities                -                    500

CASH AND CASH EQUIVALENTS
 BEGINNING OF PERIOD                500                    -

CASH AND CASH EQUIVALENTS
 END OF PERIOD                    $ 500                 $ 500

               See accompanying notes to financial statement.

      NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

      A.      Organization and Business Operations

      Ponca Acquisition Corporation (a development stage
      company) ("the Company") was incorporated in Nevada on
      May 3, 2000 to serve as a vehicle to effect a merger,
      exchange of capital stock, asset acquisition or other
      business combination with a domestic or foreign private
      business.  At May 7, 2001, the Company has not yet
      commenced any formal business operations, and all
      activity to date relates to the Company's formation and
      proposed fund raising.  The Company's formation and
      proposed fund raising.  The Company's fiscal year end is
      December 31.

      The Company's ability to commence operation is contingent
      upon its ability to identify a prospective target business.

      B.      Cash and Cash Equivalents

      The preparation of the financial statements requires
      management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and
      disclosure 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 estimates.

      C.      Cash and Cash Equivalents

      For purposes of the statement of cash flows, the Company
      considers all highly liquid investments purchased with
      the original maturity of three months or less to be cash
      equivalents.

      D.      Income Taxes

      The Company accounts for income taxes under the Financial
      Accounting Standards Board of Financial Accounting
      Standards No. 109, "Accounting for Income Taxes"
      ("Statement 109").  Under Statement 109, deferred tax
      assets and liabilities are recognized for the future tax
      consequences attributable to differences between the
      financial statement carrying amounts of existing assets
      and liabilities and their respective tax basis.  Deferred
      tax assets and liabilities are there respective tax basis.
      Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in
      the years in which those temporary differences are
      expected to be recovered or settled.  Under Statement 108,
      the effect on deferred tax assets and liabilities of a
      change in tax rates is recognized in income in the period
      that includes the enactment date.  There were no current
      or deferred income tax expense or benefits due to the
      Company not having any material operations for the period
      ending May 7, 2001.

      NOTE 2  STOCKHOLDER'S EQUITY

      Common Stock

      The Company is authorized to issue 100,000,000 shares of
      common stock at $ .001 par value.  The Company issued
      500,000 shares of its common stock to Peter R. Goss pursuant
      to Rule 506 for an aggregate consideration of $500.

      NOTE 3  AGREEMENT

      On June 29, 2000, the Company signed an agreement with
      Peter R. Goss, a related entity (see Note 4).  The Agreement
      calls for Peter R. Goss to provide the following services,
      without reimbursement from the Company, until the Company
      enters into a business combination as described in Note 1A:

      1.      Preparation and filing of required documents
              with the Securities and Exchange Commission.

      2.      Location and review of potential target
              companies.

      3.      Payment of all corporate, organizational, and
              other costs incurred by the Company.


      ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF
                      OPERATIONS

      The Company has registered its common stock on a Form
      10-SB registration statement filed pursuant to the
      Securities Exchange Act of 1934 (the "Exchange Act") and
      Rule 12 (g) thereof.  The Company files with the
      Securities and Exchange Commission periodic and episodic
      reports under Rule 13 (a) of the Exchange Act, including
      quarterly reports on Form 10-QSB and annual reports Form
      10-KSB.

      The Company was formed to engage in a merger with or
      acquisition of and unidentified foreign or domestic
      private company which desires to become a reporting
      company whose securities have been registered under the
      Exchange Act.  The Company may be deemed to meet the
      definition of a "blank check" company contained in
      Section (7) (b) (3) of the Securities Act of 1933, as
      amended.

      Management believes that there are perceived benefits to
      being a reporting company which may be attractive to
      foreign and domestic private companies.

      These benefits are commonly thought to include:

      (1)     the ability to use securities to make
              acquisition of assets or businesses;

      (2)     increased visibility in the financial community;

      (3)     the facilitation of borrowing from financial
              institutions;

      (4)     improved trading efficiency;

      (5)     the potential for shareholder liquidity;

      (6)     greater ease in subsequently raising capital;

      (7)     compensation of key employees through options
              for stock for which there may be a public market;

      (8)     enhanced corporate image; and

      (9)     a presence in the United States capital market.

      A private company which may be interested in a business
      combination with the company may include:

      (1)     a company for which a primary purpose of
              becoming a reporting company is the use of its
              securities for the acquisition of assets or
              businesses;

      (2)     a company which is unable to find an underwriter
              of its securities or is unable to find an
              underwriter of securities on terms acceptable to
              it;

      (3)     a company which wishes to become a reporting
              company with less dilution of its common stock
              than would occur normally upon an underwriting;

      (4)     a company which believes that it will be able to
              obtain investment capital on more favorable
              terms after it has become a reporting company;

      (5)     a foreign company which may wish an initial
              entry into the United States securities market;

      (6)     a company seeking one or more of the other
              benefits believed to attach to a reporting company.

      The Company is authorized to enter into a definitive
      agreement with a wide variety of private businesses
      without limitation as to their industry of revenues.  It
      is not possible at this time to predict with which
      private company, if any, the Company will enter into a
      definitive agreement or what will be the industry,
      operating history, revenues, future prospects or other
      characteristics of that company.

      As of the date hereof, management has not made any final
      decision concerning or entered into any final agreements
      for a business combination.  When any such final
      agreement is effected the Company will file notice of
      such agreement or fact with the Securities and Exchange
      Commission on Form 8-K.  Persons reading this form
      10-QSB are advised to see if the Company has
      subsequently filed a Form 8-K.

      The current shareholders of the Company have agreed not
      to sell or otherwise transfer any of their common stock
      of the Company except in connection with a business
      combination.

      The Company does not intend to trade its securities in
      the secondary market until completion of a business
      combination.  It is anticipated that following such
      occurrence the Company will take the steps required to
      cause its common stock to be admitted to quotation on
      the Nasdaq OTC Bulletin Board or, if it then meets the
      financial and other requirements thereof,  on the Nasdaq
      SmallCap Market, National Market System or regional or
      national exchange.

                 PART II - - OTHER INFORMATION


      ITEM 1.         LEGAL PROCEEDINGS

      There are no legal proceedings against the Company and
      the Company is unaware of such proceedings contemplated
      against it.


      ITEM 2.         CHANGES IN SECURITIES

      Not applicable.


      ITEM 3.         DEFAULTS UPON SENIOR SECURITIES

      Not applicable.


      ITEM 4.         SUBMISSION OF MATTER TO A VOTE OF
                      SECURITY HOLDERS

      Not applicable.



      ITEM 5.  OTHER INFORMATION

      Not applicable.


      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)     Exhibits

              --      Certificate of Incorporation filed as an
              exhibit to the Company's registration statement
              on Form 10-SB filed on August 7, 2000, and is
              incorporated herein by reference.

              --      By-Laws filed as an exhibit to the
              Company's registration statement of Form 10-SB
              filed on August 7, 2000, which is incorporated
              herein by reference.

              --      Shareholder agreement filed as an
              exhibit to the Company's registration statement
              on Form 10-SB filed on August 7, 2000, which is
              incorporated herein by reference.

              --      Agreement with Peter R. Goss filed as an
              exhibit to the Company's registration statement
              of Form 10-SB filed on August 7, 2000, which is
              which is incorporated herein by reference.

      (b)     Reports on Form 8-K

              There were no reports on Form 8-K filed by the
              Company during the quarter.



                           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 thereunto
      duly authorized.


                               PONCA ACQUISITION CORPORATION


                               By:  /s/ Peter R. Goss
                                    Peter R. Goss
                                    President

      Dated:  May 7, 2001