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


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

For the Quarter Ended August 31, 2001             Commission File Number 0-31163


         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 October 9, 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 August 31, 2001 and February 28, 2001           3

          Statement of Income (Loss) for the three and six months
          ended August 31, 2001 and August 31, 2000                        4

          Statement of Cash Flows for the three months and six ended
          August 31, 2001 and August 31, 2000                              4

          Notes to the Financial Statements                                5

     Item 2 - Management's Discussion and Analysis                         6

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

                                       2
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             C AND E HOLDINGS, INC.

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                August 31,     February 28,
                                                                  2001            2001
                                                               (Unaudited)      (Audited)
                                                               -----------      ---------
<S>                                                             <C>             <C>
                                ASSETS
Current Asset
  Cash                                                          $     0         $   286
                                                                -------         -------

     Total Assets                                               $     0         $   286
                                                                =======         =======

                         STOCKHOLDERS' EQUITY

Preferred Stock - 10,000,000 shares authorized, 0 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)                                               (6,254)         (5,968)
                                                                -------         -------

     Total Stockholders' Equity                                 $     0         $   286
                                                                =======         =======
</TABLE>

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

                                       3
<PAGE>
                             C AND E HOLDINGS, INC.

                           STATEMENTS OF INCOME (LOSS)


<TABLE>
<CAPTION>
                                                     Three Months                 Six Months
                                                   Ended August 31,            Ended August 31,
                                                ---------------------       ----------------------
                                                 2001           2000          2001           2000
                                               -------        -------       -------        -------
                                                     (Unaudited)                  (Unaudited)
<S>                                            <C>            <C>           <C>            <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank service charges                         $    19        $    28       $    46        $    63
  Licenses and fees                                  0              0           240             85
  Organization and legal costs                       0          1,500             0          5,254
  Office expenses                                    0            217             0            217
                                               -------        -------       -------        -------
                                                    19          1,745           286          5,619
                                               -------        -------       -------        -------

(Loss) before provision for income taxes           (19)        (1,745)         (286)        (5,619)

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

Net (Loss)                                     $   (19)       $(1,745)      $  (286)       $(5,619)
                                               =======        =======       =======        =======

Net (Loss) per common share - Basic            $ (.000)       $ (.001)      $ (.000)       $ (.003)
                                               =======        =======       =======        =======
</TABLE>

                 See accompanying notes to financial statements

                                       4
<PAGE>
                             C AND E HOLDINGS, INC.

                             STATEMENT OF CASH FLOWS
                FOR THE SIX MONTHS ENDED AUGUST 31, 2001 AND 2000


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

Net Income (Loss)                                       $  (286)       $(5,619)
Non-cash operating expenses                                   0          3,127
                                                        -------        -------

     Net Cash Used in Operating Activities                 (286)        (2,492)

Cash Flows from Financing Activities
  Proceeds from issuance of common stock                      0          3,127
                                                        -------        -------

     Net Increase (Decrease) in Cash                       (286)           635


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

Cash - End of Period                                    $     0        $   635
                                                        =======        =======
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, 20001,000,000  shares of common stock were issued in exchange for legal
services amounting to $3,127.


                 See accompanying notes to financial statements.

                                       5
<PAGE>
                             C AND E HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2001


     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 August 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  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 six-month period ended August 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.

                                       6
<PAGE>
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
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.

                                       7
<PAGE>
     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.

     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.

                                       8
<PAGE>
                           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

     None

                                       9
<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.


                                         /s/ Carl P. Ranno
October 9, 2001                          ---------------------------------------
                                         Carl P. Ranno, Director and President


                                         /s/ Edward A. Barth
October 9, 2001                          ---------------------------------------
                                         Edward A. Barth, Director and Secretary


                                       10