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, 2001                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. YES [X] NO [ ]

     Number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of July 12, 2001; 2,000,000

     Transitional Small Business Disclosure Format: Yes [ ]  No [X]
<PAGE>
                                C AND E HOLDINGS

                                      INDEX

                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Balance Sheet at May 31, 2001 and February 28, 2001 ............  2

          Statement of Income (Loss) for the three months
          ended May 31, 2001 and May 31, 2000 ............................  3

          Statement of Cash Flows for the three months ended
          May 31, 2001 and May 31, 2000 ..................................  4

          Notes to Financial Statements ..................................  5

     Item 2 - Management's Discussion and Analysis .......................  5

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings ...........................................  8

     Item 2. Changes in Securities and Use of Proceeds ...................  8

     Item 3. Default Upon Senior Securities ..............................  8

     Item 4. Submission of Matters to a Vote of Security Holders .........  8

     Item 5. Other Information ...........................................  8

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

SIGNATURES ...............................................................  9

                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             C AND E HOLDINGS, INC.
                                 BALANCE SHEETS


                                                     May 31,        February 28,
                                                      2001             2001
                                                      ----             ----
                                                   (Unaudited)       (Audited)
                                ASSETS

Current Asset
  Cash                                               $    19          $   286
                                                     -------          -------

        Total Assets                                 $    19          $   286
                                                     =======          =======

                         STOCKHOLDERS' EQUITY

Preferred stock - 10,000,000 shares authorized,
 zero shares issued and outstanding, $.001
 par value                                           $    --          $    --

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)                                    (6,235)          (5,968)
                                                     -------          -------

        Total Stockholders' Equity                   $    19          $   286
                                                     =======          =======

Note: The balance sheet at February 28, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

                 See accompanying notes to financial statements.

                                       2
<PAGE>
                             C AND E HOLDINGS, INC.
                           STATEMENTS OF INCOME (LOSS)
                           FOR THE THREE MONTHS ENDED
                              MAY 31, 2001 AND 2000


                                                        2001             2000
                                                        ----             ----
                                                     (Unaudited)       (Audited)

GENERAL AND ADMINISTRATIVE EXPENSES
  Bank service charges                                 $    27          $    35
  Licenses and fees                                        240               85
  Organization and legal costs                               0            3,754
                                                       -------          -------
                                                           267            3,874
                                                       -------          -------


(Loss) before provision for income taxes                  (267)          (3,874)


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


Net (Loss)                                             $  (267)         $(3,874)
                                                       =======          =======


Net (Loss) per common share - Basic                    $ (.000)         $ (.002)
                                                       =======          =======

Note: The income (loss) statement for the three months ended May 31, 2000 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

                See accompanying notes to financial statements.

                                       3
<PAGE>
                             C AND E HOLDINGS, INC.
                             STATEMENT OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                              MAY 31, 2001 AND 2000


                                                         2000             2001
                                                         ----             ----
                                                      (Unaudited)      (Audited)

Net Income (loss)                                      $  (274)         $(3,874)
Non-cash operating expenses                                  0            3,127
                                                       -------          -------

     Net Cash Used in Operating Activities                (274)            (747)
                                                       -------          -------
Cash Flows from Financing Activities:
  Proceeds from issuance of common stock                     0            3,127
                                                       -------          -------

     Net Increase (Decrease) in Cash                      (274)           2,380

Cash - Beginning of Period                                 286                0
                                                       -------          -------

Cash - End of Period                                   $    19          $ 2,380
                                                       =======          =======
Supplemental Disclosure of Cash Flows Information:
  Interest paid                                        $     0          $     0
                                                       =======          =======
  Taxes paid                                           $     0          $     0
                                                       =======          =======

Supplemental disclosure of Non-Cash Investing and Financing Activities:

March 7, 2000 1,000,000 shares of common stock were issued in exchange for legal
services amounting to $3,127.

Note: The statement of cash flows for the three months ended May 31, 2000 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

                 See accompanying notes to financial statements.

                                       4
<PAGE>
                             C AND E HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2001


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, 2001. 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 consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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, 2001
are not necessarily indicative of the results that may be expected for the year
ended February 28, 2002. 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, 2001.

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

                                       5
<PAGE>
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 have not been set. The registrant will not borrow funds to pay
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
fifteen 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.

                                       6
<PAGE>
     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

     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.

                                       7
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. 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

     On October 9, 2000, the security holders unanimously voted to amendment
Article IV of the registrant's Articles of Incorporation increasing the number
of authorized common capital stock to 100,000,000 and shares of preferred stock
to 10,000,000.

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     None

                                       8
<PAGE>
                                    SIGNATURE

     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.


July 16, 2001                           /s/ Carl P. Ranno
                                        ---------------------------------------
                                        Carl P. Ranno, Director and President



July 16, 2001                           /s/  Edward A. Barth
                                        ---------------------------------------
                                        Edward A. Barth, Director and Secretary


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