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

                                  FORM 10-QSB
                                Quarterly Report

                          Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


For the Quarter Ended May 31, 2002                Commission File Number 0-31163


                             C AND E HOLDINGS, INC.
                         (Name of Small Business Issuer)


       Nevada                                           86-0984818
(State of Incorporation)                 (I.R.S. Employer Identification Number)


                   2816 East Windrose, Phoenix, Arizona 85032
           (Address of Principal Executive Offices Including Zip Code)


                                 (602) 493 0369
                           (Issuers Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. [X] YES [ ] NO

Number of shares outstanding of each of the issuer's classes of common equity,
as of July 3, 2002:2,000,000 Transitional Small Business Disclosure Format:
[ ] Yes [X] No
<PAGE>
                                C AND E HOLDINGS

                                      INDEX

                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Balance Sheet at May 31, 2002 (unaudited)
          and February 28, 2002 (audited)                                  1

          Statement of Income (Loss) for the three months
          Ended May 31, 2002 and May 31, 2001                              2

          Statement of Cash Flows for the three months
          Ended May 31, 2002 and May 31, 2001                              3

          Notes to Financial Statements                                    4

     Item 2 - Management's Discussion and Analysis                         4

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                             6

     Item 2. Changes in Securities and Use of Proceeds                     6

     Item 3. Default Upon Senior Securities                                6

     Item 4. Submission of Matters to a Vote of Security Holders           6

     Item 5. Other Information                                             6

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

SIGNATURES                                                                 7

                                       i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             C AND E HOLDINGS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   May 31,       February 28,
                                                                    2002            2002
                                                                 -----------      ---------
                                                                 (Unaudited)      (Audited)
<S>                                                               <C>              <C>
                                ASSETS

Total Assets                                                      $      0         $      0
                                                                  ========         ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                $  1,990         $  5,890
  Loans from stockholders                                            4,490                0

      Total Current Liabilities                                      6,480            5,890
                                                                  --------         --------
Stockholders' Equity
  Preferred stock - 10,000,000 shares authorized, zero
   shares issued and outstanding, $.001 par value                        0                0

  Common stock - 100,000,000 shares authorized, 2,000,000
   shares issued and outstanding, $.001 par value                    2,000            2,000

  Additional paid-in capital                                         4,254            4,254

  Retained (deficit)                                               (12,734)         (12,144)
                                                                  --------         --------

      Total Stockholders' Equity (Deficit)                        $ (6,480)        $ (5,890)
                                                                  ========         ========

      Total Liabilities and Stockholders' Equity (Deficit)        $      0         $      0
                                                                  ========         ========
</TABLE>

Note: The balance sheet at February 28, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.

                 See accompanying notes to financial statements

                                       1
<PAGE>
                             C AND E HOLDINGS, INC.
                           STATEMENTS OF INCOME (LOSS)
                FOR THE THREE MONTHS ENDED MAY 31, 2002 AND 2001


                                                        2002            2001
                                                     -----------     -----------
                                                     (Unaudited)     (Unaudited)
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank service charges                                  $   0           $  27
  Licenses and fees                                       295             240
  Organization and legal costs                              0               0
  Office expenses                                         295               0
                                                        -----           -----
                                                          590             267
                                                        -----           -----

(Loss) before provision for income taxes                 (590)           (267)

Provision for income taxes                                  0               0
                                                        -----           -----

Net (Loss)                                              $(590)          $(267)
                                                        =====           =====

Net (Loss) per common share - Basic                     $(.00)          $(.00)
                                                        =====           =====

                 See accompanying notes to financial statements

                                       2
<PAGE>
                             C AND E HOLDINGS, INC.
                             STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MAY 31, 2002 AND 2001


                                                        2002            2001
                                                     -----------     -----------
                                                     (Unaudited)     (Unaudited)

Net Income (Loss)                                       $(590)         $(267)

Non-cash operating expenses                               590              0
                                                        -----          -----
      Net Cash Used in Operating Activities                 0           (267)

Cash Flows from Financing Activities
  Proceeds from issuance of common stock                    0              0
                                                        -----          -----

Net Increase (Decrease) in Cash                             0           (267)

Cash - Beginning of Period                                  0            286
                                                        -----          -----
Cash - End of Period                                    $   0          $  19
                                                        =====          =====

Supplemental Disclosure of Cash Flows Information:
  Interest paid                                         $   0          $   0
                                                        =====          =====
  Taxes paid                                            $   0          $   0
                                                        =====          =====

                 See accompanying notes to financial statements

                                       3
<PAGE>
                             C AND E HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2002

STATEMENT OF INFORMATION FURNISHED

The accompanying financial statements have been prepared in accordance with Form
10-QSB instructions and in the opinion of management contain all adjustments
(consisting of only normal and recurring accruals) necessary to present fairly
the financial position as of May 31, 2002. These results have been determined on
the basis of generally accepted accounting principles and have been reviewed by
our independent auditor.

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended May 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended February 28, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included in the C
and E Holdings, Inc. Annual Report on Form 10-KSB for the year ended February
28, 2002.

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

MANAGEMENT'S PLAN OF OPERATION

During the next twelve months the registrant intends to locate, analyze, acquire
or merge with a targeted company. At this time, the registrant has been involved
in preliminary negotiations with a company regarding the possibility of an
acquisition or merger. The registrant will continue to solicit targeted
companies through the utilization of contacts in business and professional
communities. The registrant intends to solicit directly or may engage
consultants or advisors to assist it in reaching its objective. Payment will be
made to these consultants and advisors if a successful acquisition or merger
occurs because of their efforts. The payment May consist of cash or some stock
in the surviving entity or a combination of both.

The satisfaction of the registrant's cash requirements for the next twelve
months will be met in that the shareholders have agreed to advance to the
Company the additional funds needed for operations and those amounts designated
for costs associated with a search for and completion of an acquisition. The
principal shareholders have no expectation of reimbursement of the funds
advanced unless the new owners of the Company decide to pay all or a portion
thereof. A limit as to the minimum or maximum amounts advanced by the principal
shareholders has not been set. The registrant will not borrow funds to pay

                                       4
<PAGE>
management, agents, consultants, advisors or promoters. The Company will not
merge with, acquire or purchase assets of an entity in which the Company's
officers, directors or shareholders or any affiliate or agent hold an equity
position or is an officer or director.

The Company's business plan is to locate certain companies that may wish to
merge with the registrant in some fashion. This targeted company would desire
the perceived advantages of a merger with a public, reporting company. The
perceived advantages May enhance the company's ability to attract investment,
utilize securities for acquisition, provide liquidity and numerous other
benefits. No particular industry has been identified nor is this search confined
to a specific geographical area. It is not anticipated by management that the
Company will be able to participate in any more than one merger because of its
limited assets and resources.

The registrant may merge or acquire a company in early stage development needing
additional capital to launch new products, increase marketing or improve
quality. The utilization of the public market may be beneficial in raising the
required capital.

The registrant does not have nor will it acquire capital to supply targeted
companies. It is the position of management that it can present to the candidate
the opportunity to acquire controlling interest in a public Company without the
substantial costs, both in time and money, of an initial public offering.
Management has performed only limited research in this area.

The officers and directors of the registrant will undertake the responsibility
of finding and analyzing new business opportunities. They will perform this task
individually and possibly with the help of other consultants and agents. The
agents or consultants will not receive a cash fee from the registrant said fee
will have to be assumed by the target company. The officers are experienced in
the analysis of companies and will be able to determine the existence of the
primary requirements of a good business structure consisting of financial,
management, products, distribution, need for further research and development,
growth potential and other material requirements. The registrant will have total
discretion in determining the type of company best suited for a business
combination.

The registrant will be subject to all the reporting requirements of the
Securities Exchange Act. Said Act requires, among other things, that a reporting
company file its audited financial statements. The registrant will not merge or
acquire a Company that does not have or will not have audited financials within
a reasonable period of time, to meet the requirements of the Exchange Act. If
the merger candidate is unable to produce audited financial statements within
sixty days from the filing of the 8 K announcing the consummation of the merger
or said financial statements fail to comply with the Exchange Act, the closing
documents will provide for the dissolution of the transaction.

A target company may want to establish a public trading market for its
securities. It may desire to avoid what it perceives to be an adverse
consequence of undertaking its own public offering. It is possible to meet this
objective by entering into a transaction with the registrant. The adverse
consequences may be perceived to be, loss of control, substantial expense and
loss of time attempting to conclude an underwriting or the inability to retain
an underwriter with acceptable terms

                                       5
<PAGE>
A business candidate may have pre-existing agreements with outside advisors,
attorneys and accountants and the continuation of those agreements may be
required before the candidate will agree to close a transaction with the
registrant. These existing agreements may be a factor in the determination by
the registrant to go forward.

The conclusion of a business transaction will most likely result in the present
shareholders no longer being in control of the registrant. Management of the
registrant probably will not have the expertise in the business of the new
entity, which will result in the resignation of the present management.

The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of registering the shares. There can be no assurance that these newly
registered shares would be sold into the market depressing the market value.

A merger with another company will significantly dilute the percentage of
ownership the present shareholders now enjoy. The amount of dilution will depend
on the number of shares issued which in turn could depend on the assets and
liabilities of the merging company. This is not to say that other factors may
not enter into this determination.

                            PART II OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation and to its knowledge, no action,
suit or proceedings against it has been threatened by any person or entity.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    None

(b) Reports on Form 8-K

    There have been no 8-Ks filed during this reporting period.

                                       6
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       C AND E HOLDINGS, INC.


                                       /s/ Carl P. Ranno
July 15, 2002                          --------------------------------------
                                       Carl P. Ranno, Director and President


                                       /s/ Edward A. Barth
July 15, 2002                          --------------------------------------
                                       Edward A. Barth, Director and Secretary


                                       6