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


                               AMENDMENT NO. 2 TO
                                  FORM 10-QSB,








[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001


[ ] 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: 000-32845

                         Cobra Financial Services, Inc.
                         ------------------------------
        (Exact name of small business issuer as specified in its charter)

Texas                                                                75-2668876
-----                                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

          811 S. Central Expressway, Suite 210, Richardson, Texas 75080
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  972.644.9991
                                  ------------
                           (Issuer's Telephone Number)


         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value
                                (Title if Class)

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   X       No


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of June 30, 2001, there were
15,630,000 shares of the issuer's $.001 par value common stock issued and
outstanding.




                                       1
<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------


                          Cobra Financial Services Inc.
                                 Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
                <S>                                                                 <C>                 <C>

                                                                                June 30           December 31
                                                                                  2001                2000
                                                                           --------------------------------------

                                   A S S E T S
                                   -----------

Current Assets:
---------------
Cash                                                                       $              112   $            421
                                                                           -------------------  -----------------
               Total Current Assets                                                       112                421

Fixed Assets:
-------------
Farm Equipment                                                                         89,612             89,612
Buildings                                                                              26,653             26,653
Leasehold Improvements                                                                 52,746             52,746
Accumulated Depreciation                                                              (24,058)           (16,664)
                                                                           -------------------  -----------------
               Total Fixed Assets                                                     144,953            152,347
                                                                           -------------------  -----------------
               Total Assets                                                $          145,065    $       152,768
                                                                           ===================  =================

       L I A B I L I T I E S  A N D  S T O C K H O L D E R S '  E Q U I T Y
       --------------------------------------------------------------------

Current Liabilities
-------------------
Accrued Expenses                                                           $           12,000    $             -
Deferred Income Tax Payable                                                             3,968             11,262
Note Payable - Related Party                                                           28,474             26,725
                                                                           -------------------  -----------------
               Total Current Liabilities                                               44,442             37,987

Commitments and Contigencies                                                                -                  -
----------------------------

Stockholders' Equity
--------------------
Preferred Stock,  $.001 par value,  20,000,000 shares                                       -                  -
         authorized;  none issued and outstanding
Common stock,  $.001 par value,  100,000,000 shares                                    15,630             15,630
         authorized;  15,630,000 shares issued and
         outstanding
Additional paid-in capital                                                             14,330             14,330
Accumulated surplus                                                                    70,663             84,821
                                                                           -------------------  -----------------
               Total Stockholders' Equity                                             100,623            114,781
                                                                           -------------------  -----------------
               Total Liabilities and Stockholders'  Equity                 $          145,065    $       152,768
                                                                           ===================  =================
</TABLE>



                See accompanying notes to Financial Statements.

                                       2
<PAGE>




                          Cobra Financial Services Inc.
                            Statements of Operations
                                  (Unaudited

<TABLE>
<CAPTION>
                <S>                                      <C>                    <C>               <C>              <C>
                                                           Three Months Ended                    Six Months Ended
                                                                June 30,                             June 30,
                                                   -----------------------------------------------------------------------
                                                       2001                  2000              2001             2000
                                                   ----------------   -----------------------------------  ---------------
Revenues:
        Revenue                                    $         3,300    $            11,500   $     20,867   $      539,585
                                                   ----------------   -----------------------------------  ---------------
             Total revenues                                  3,300                 11,500         20,867          539,585

Operating Expenses:
        Consulting Expenses                                      -                 13,493              -           91,359
        Officer Salary and Expenses                         17,000                      -         17,000          314,358
        Professional Fees                                    1,200                  7,700          1,200           45,250
        Vehicle Expenses                                         -                  6,239            847           13,047
        Lease Expenses                                       6,000                  6,091         12,000           12,182
        Depreciation                                         3,697                  3,367          7,394            6,734
        General and Administrative                           2,560                 14,420          3,878           24,315
                                                   ----------------   -----------------------------------  ---------------
                                                            30,457                 51,310         42,319          507,245
                                                   ----------------   -----------------------------------  ---------------
             Income (Loss) from operations                 (27,157)               (39,810)       (21,452)          32,340
                                                   ----------------   -----------------------------------  ---------------
Provision for Income Taxes:
        Income Tax Benefit (Expense)                         9,233                 13,535          7,294          (10,996)

             Net Income (Loss)                     $       (17,924)   $           (26,275)  $    (14,158)  $       21,344
                                                   ================   ===================================  ===============
Loss per common share:

             From operations                       $         (0.00)   $             (0.00)  $      (0.00)  $         0.00
                                                   ----------------   -----------------------------------  ---------------
Weighted average common shares outstanding              15,630,000             14,880,000     15,630,000       14,880,000
                                                   ================   ===================================  ===============
</TABLE>



                See accompanying notes to Financial Statements.

                                       3
<PAGE>




                          Cobra Financial Services Inc.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                <S>                                                              <C>                    <C>
                                                                                   Six Months Ended
                                                                                       June 30,
                                                                        -----------------------------------------
                                                                                2001                 2000
                                                                        --------------------   ------------------
Cash Flows from Operating Activities:
Net Income                                                              $           (14,158)   $          21,344

Adjustments to Reconcile net loss to net cash provided by
(used in) operating activities:
             Depreciation                                                             7,392                6,734
          Changes in operating assets and liabilities:
             Accrued Expenses                                                        12,000                    -
             Deferred Income Tax Payable                                             (7,294)              20,141
                                                                        --------------------   ------------------
Net Cash provided by (used in) Operating Activities                     $            (2,060)   $          48,219

Cash Flows from Investing Activities:
          Fixed Assets                                                                    -              (85,581)
                                                                        --------------------   ------------------
Net Cash provided by (used in) Investing Activities                     $                 -    $         (85,581)

Cash Flows from Financing Activities:
          Issuance of common stock                                                        -                    -
          Proceeds from financing                                                                         25,000
          Advances from officer                                                       1,750                    -
                                                                        --------------------   ------------------
Net Cash provided by (used in) Financing Activities                     $             1,750    $          25,000

Net Increase (Decrease) in cash and cash equivalents                                   (310)             (12,362)

Cash at beginning of period                                             $               421    $          26,778
                                                                        ====================   ==================
Cash at end of period                                                   $               112    $          14,416
                                                                        ====================   ==================
Supplemental disclosure:
          Total interest paid                                           $                 -    $               -
                                                                        ====================   ==================
</TABLE>



                See accompanying notes to Financial Statements.

                                       4
<PAGE>



                         Cobra Financial Services, Inc.
                          Notes to Financial Statements





NOTE 1- BASIS OF PRESENTATION
-----------------------------

General
-------

The unaudited interim financial statements of the Cobra Financial Services, Inc.
("Company") as of June 30, 2001 and for the three and six months ended June 30,
2001, included herein have been prepared in accordance with the instructions for
Form 10QSB under the Securities Exchange Act of 1934, as amended, and Article 10
of Regulation S-X under the Securities Act of 1933, as amended. The December 31,
2000 Balance Sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations relating
to interim consolidated financial statements.

In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
at June 30, 2001, and the results of their operations for the three and six
months ended June 30, 2001 and 2000, and their cash flows for the three and six
months ended June 30, 2001 and 2000.

The results of operations for such periods are not necessarily indicative of
results expected for the full year or for any future period. These financial
statements should be read in conjunction with the audited consolidated financial
statements as of December 31, 2000, and for the two years then ended December
31, 2000 and 1999 and related notes included in the Company's Form 10-SB filed
with the Securities and Exchange Commission

Organization
------------

Cobra Financial Services Inc. ("the Company") was incorporated under the laws of
the State of Texas on September 16, 1996 for the purpose to promote and carry on
any lawful business for which a corporation may be incorporated under the laws
of the State of Texas. The company has a total of 100,000,000 authorized shares
with a par value of $.001 per share and with 15,630,000 shares issued and
outstanding as of June 30, 2001. On May 10, 2000, an amendment to the Articles
of Incorporation was filed with the Texas Secretary of State to increase the
authorized common share to 100,000,000, authorized 20,000,000 in preferred
stock, and change the par value to $.001 for both classes of stock.

Note 2  -  Summary of Significant Accounting Policies
-----------------------------------------------------

Revenue
-------

Revenue consists of consulting fees relating to services performed by the
Company. The Company records revenue based on the accrual method of accounting.

During 2000, the Company adopted the U.S. Securities and Exchange Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. The adoption of SAB 101 did not have a
material effect on the Company's business, financial condition, results of
operations or cash flows.



                                       5
<PAGE>



Fixed Assets
------------

Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

               The estimated useful lives are as follows:

                   Farm Equipment                7 years
                   Leasehold Improvements       25 years
                   Buildings                    40 years

Depreciation expense for the years ended December 31, 2000 and June 30, 2001 was
$12,664 and $7,394, respectively.

Federal Income Tax
------------------

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.


Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
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.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

Earnings per Common Share
-------------------------

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods. Basic earnings per share are computed on the
basis of the weighted average number of common shares outstanding during each
year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Fair Value Of Financial Instruments
-----------------------------------

The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at June 30, 2001.



                                       6
<PAGE>



Long-Lived Assets
-----------------

Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of " requires, among other things,
impairment loss of assets to be held and gains or losses from assets that are
expected to be disposed of be included as a component of income from continuing
operations before taxes on income.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.

Segments of an Enterprise and Related Information
-------------------------------------------------

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.

Recent Accounting Pronouncements
--------------------------------

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities" ("SFAS No 133") which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
The statement also requires that changes in the derivative's fair value be
recognized in earnings unless specific hedge accounting criteria are met. SFAS
No. 133, as extended by SFAS No. 137 and amended by SFAS No. 138, is effective
for all fiscal quarters beginning after December 31, 2000. The Company does not
expect adoption of SFAS No. 133 to have an effect on its financial statements.

In December 1999, the Securities and Exchange Commission issues Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101, which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements of all public registrants. The provisions of SAB 101 are
effective for transactions beginning in fiscal year after September 30, 2000.
The Company does not expect adoption of SAB 101 to have an effect on its
financial statements.



                                       7
<PAGE>



Note 3  -  Common Stock
-----------------------

In May of 2000, the Company approved a 4000 to 1 forward split of the
outstanding common stock. At the time of the forward split there were a total of
1,240 shares outstanding. The financial statements areshowing the shares
retroactively restated.

In July of 2000, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemption afforded be sections 4 (2) and 3(b) of the Act
and Regulation D, Rule 506 promulgated there under. The Company sold 250,000
shares of common stock at a price of $.10 per share for a total amount raised of
$25,000.

Note 4  -  Related Parties
--------------------------

Officer Salary and Expenses - Carlton Fleming received salary and expenses in
the amount of $343,072 and $44,678 for the years ended December 31, 2000 and
1999, respectively. For the six months ended June 30, 2001, he received $17,000
in salary.

Also, Carlton Fleming advanced the Company a total of $28,475 that is recorded
as Note Payable - Related Party.

The company neither owns nor leases any real property. An officer of the
corporation provides office services without charge. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may in the future become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts

Note 5 - Organization Costs
---------------------------

The Company has incurred legal, accounting and other formation costs. During the
years ended December 31, 2000 and 1999, these costs were charged to operations
in accordance with the American Institute of Certified Public Accountants'
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up
Activities". It requires most start-up activities to be expenses to operations
as incurred.

Note 6 - Income Taxes
---------------------

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes.



                                       8
<PAGE>



Note 7 - Going Concern
----------------------

The accompanying financial statements have been prepared in conformity with
principles of accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business. The Company's revenue has decreased subsequent to the year ended
December 31, 2000 and has not yet generated sufficient working capital to
support its operations. The Company's ability to continue as a going concern is
dependent, among other things, on its ability to reduce certain costs, obtain
new contracts and additional financing and eventually, attaining a profitable
level of operations.

It is management's opinion that the going concern basis of reporting its
financial condition and results of operations is appropriate at this time. The
Company plans to increase cash flows and take steps towards achieving profitable
operations through its business plan, and through the merger with or acquisition
of profitable operations.

Note 8 - Notes Payable - Related Party
--------------------------------------

The major shareholder, Carlton Fleming has advanced the Company $26,725 as of
December 31, 2000. The note is classified as a current liability with a maturity
date of December 31, 2001 and does not contain an interest provision


Note 9  -  Subsequent Events
----------------------------

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.



                                       9
<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-------------------------------------------------------------------------------

Cobra Financial Services, Inc. was incorporated in Texas in 1996 by Mr. Carlton
Fleming, our president and a member of our Board of Directors, for the purpose
of investing in agricultural land and projects. For several years we invested
heavily in the improvement of farmland and farming equipment in the State of
Texas while attempting to attract experts in the fields for the purpose of
raising cattle and exporting bovine meat to the United Arab Emirates (the
"UAE"), Kuwait and Saudi Arabian Markets. We believe that the demand for quality
beef from the United States has never been better and we believe that this is
the ideal time for us to seize this opportunity and participate in the export of
United States beef worldwide.

In that regard, we leased real estate in north Texas. We constructed a 7,200
square foot building on the leased property. Although we cannot give a specific
timetable, we hope to purchase our own cattle to raise on the property. We will
not purchase cattle until and unless we have generated sufficient revenue for a
sufficient period of time to justify such action. There is no guarantee that we
will ever generate sufficient revenue to purchase our own cattle. Therefore, our
initial business will be to purchase beef from third party suppliers for export.
The property is located in north Texas in an area supported by municipal
utilities. The property is situated in a moderate climate zone that we believe
is ideal for raising cattle in that the climate and conditions are conducive to
raising healthy cattle. The property is located near a major highway and
relatively close to a railroad, seaports, and airport facilities which makes
transportation of beef more convenient. Our operations to date have focused on
improving the real property. As discussed above, we have constructed a 7,200
square foot building, cleared brush, plowed and planted Bermuda grass, installed
water, electricity, roads, and erected fencing. We do not anticipate that we
will purchase cattle for at least the next 12 months. As of June 30, 2001, we
had not entered into any agreements to export beef, nor can we give any
assurances that we will be able to arrange for contracts to export beef in the
near future.

As of June 30, 2001, the only revenues we have generated are from consulting
services provided by Mr. Fleming, our president. Mr. Fleming has provided
consulting services in the areas of general business and corporate operations.
There can be no assurances that Mr. Fleming will be able to generate revenues in
the future from his consulting services. In fact, should be raise sufficient
funding through loans or otherwise, we plan to completely discontinue providing
business consulting services and intend to focus only on our proposed exporting
activities.

In or around May, 2000, we decided that it would be in the best interests of the
company and its shareholders to increase that number of issued and outstanding
common stock through a forward stock split. Specifically, around this time we
formulated our plan to register our stock pursuant to the Exchange Act and felt
it was in the best interests of the company and our shareholders to increase the
total issued and outstanding stock as we believed that such split would increase
access to capital markets. Therefore, on May 19, 2000, we authorized a forward
stock split of 4000 to 1. Immediately prior to the stock split, we had 1,240
shares of common stock issued and outstanding. Immediately following the stock
split we had 4,960,000 shares of our common stock issued and outstanding.

On October 12, 2000 our board of directors authorized a 3 to 1 forward split of
our common stock. Specifically, we felt it was in the best interests of the
company and our shareholders to increase the total issued and outstanding stock
as we believed that such split would increase access to capital markets. Our
total issued and outstanding common stock immediately prior to the stock split
was 5,210,000 shares of common stock. Our total issued and outstanding common
stock immediately following the stock split was 15,630,000 shares of our common
stock.



                                       10
<PAGE>



Planned Operation. At least initially, we plan to purchase meat to import. Over
the next three years we plan to purchase ready-to-ship frozen meat products from
existing meat packing plants which have excess capacity. We will purchase the
meat already frozen from meatpacking facilities. After the meat has been
purchased from plants throughout the United States, we plan to ship it to
overseas buyers in 40 foot containers. Each container we plan to use will be
able to hold approximately 25 metric tons (approximately 61,000 pounds) of meat.
We anticipate that the average shipping time will be three to four weeks from
shipment to destination, depending on the destination. Once we begin importing
beef, we will attempt to process bi-weekly shipments of two containers each in
order to reach our production target of 1.5 million pounds per year at an
average of 125,000 pounds per month. We hope that at the end of a three year
period, we will have the ability to purchase our own cattle. There is no
guaranty that we will ever be in the position to purchase our own cattle.

We anticipate the following development schedule:

     o Conducting research and development. Since early 1999, we have been
actively studying the export potential and studying market trends related to the
export of U.S. Agricultural products. We have also been examining the nature and
extent of the USDA subsidy programs as well as the development of our target
market. By the end of 1999, we completed our study. We felt that preliminary
indications justified the commissioning of feasibility study conducted by
professional firm. The cost of the study was $2,500 and it was paid for from our
existing capital resources.

     o Raising working capital. Our registration statement, of which this
prospectus forms a part, was filed with the Securities and Exchange Commission
on June 5, 2001. Sixty days after filing, our registration statement became
effective with the Securities and Exchange Commission. We plan to apply with the
National Association of Securities Dealers, Inc., to participate on the
Over-the-Counter Bulletin Board. If we are cleared to participate on the
Over-the-Counter Bulletin Board, we expect to be able to raise the necessary
capital to fund our initial operations. Specifically, we believe that the
capital markets available to a Bulletin Board company are broader than those
available to a private company. We believe that, in general, investors view
participation the Bulletin Board as providing a certain degree of liquidity to
their investment compared to stock ownership in a purely private company.
Therefore, we believe that should we be cleared to participate on the Bulletin
Board, we will have access to investors which would not otherwise be available
if we were a private company.

     We anticipate that we will be in a position to apply for SBA loans during
the third quarter of 2002. We anticipate that the legal, professional, and
operational costs associated with this process are $30,000. We plan to pay such
expenses from our existing capital resources.

     o Signing purchase and export agreements. We plan to begin negotiating and
signing initial purchase agreements for ready-to-ship meat during the fourth
quarter of 2002. We will need to complete the registration process and raise
sufficient funding for the purchase of beef prior to entering into any purchase
or export agreements. As part of our initial research and development, we have
identified possible vendors as our president has business associates who have
business relationships with potential vendors. As of June 30, 2001, we had not
engaged in any formal negotiations with potential vendors. We anticipate that
funding for the purchase of beef will come from SBA loans and any USDA subsidies
we are able to arrange. The USDA export subsidy is a program offered by the USDA
to promote trade, enhance the marketability and competitiveness of United States
products in the world market. The USDA subsidy is intended to provide incentives
to United States exporters only. The purpose of the subsidy is to compensate the
exporter for the difference between the United States market price and the
export price of the particular product where the United States price is higher
than the export price. This is designed to encourage exports and allow United
States products to compete with other exporting countries such as countries from
the European Union. The USDA subsidies require that exporters apply for
subsidies only after they secure sales contracts with the foreign buyers.
Assuming we secure such sales contracts, we intend to apply for such subsidies.
There is no guarantee we will receive subsidies. To apply, we will be required
to complete the governmental forms and submit same to the USDA for review.

To begin shipping the meat, we anticipate that we will need approximately
$150,000 to fund one shipment per week for three weeks at cost of $50,000 per
container. We plan on raising the funds needed for the first shipment by selling



                                       11
<PAGE>



our capital stock. However, we do not have any commitment for such funding. Once
we submit to the USDA the bill of lading for the first shipment, we believe that
it will take approximately three weeks to receive a subsidy. We anticipate that
each shipment will take approximately 3 to 4 weeks to reach its destination,
depending on the destination. When the shipment arrives at its destination, we
will receive payment from the buyer from his or her bank letter of credit. We
believe that approximately 3 weeks after our first shipment, we will begin
generating sufficient revenues to pay for the next round of shipments as well as
sufficient capital to begin paying our expenses with earned revenues.

For the six-month period ended June 30, 2001.

Liquidity and Capital Resources. We had cash of $112 as of June 30, 2001,
compared to cash of $421 as of December 31, 2000. As of June 30, 2001, our total
assets were $145,065, compared to total assets of $152,768 as of December 31,
2000. Our fixed assets at June 30, 2001 consisted primarily of farm equipment
valued at $89,612, buildings valued at $26,653 and leasehold improvements valued
at $52,746, less depreciation of $24,058. This is compared to our fixed assets
at December 31, 2000, which consisted of farm equipment valued at $89,612,
buildings valued at $26,653 and leaseholder improvements valued at $52,746, less
depreciation of $16,664.

As of June 30, 2001, we had liabilities of $44,442, compared to liabilities of
$37,987 as of December 31, 2000. At June 30, 2001 our assets exceeded our
liabilities by $100,623, compared to our assets exceeding liabilities by
$114,781 as of December 31, 2000.

Results of Operations.

We have not engaged in any farming operations to date. Our only revenues have
been derived from consulting income from consulting services provided by our
president, Carlton Fleming.

Revenues. During the six month period ended June 30, 2001, we realized $20,867
in revenues, compared to $539,585 realized during the same period ending June
30, 2000. The revenue was from consulting services provided by our president,
Carlton Fleming. Our revenue decreased significantly over the above-reported
periods because our president began to direct his focus on developing our
current business.

Operating Expenses. Our total operating expenses were $42,319 for the six-month
period ended June 30, 2001 compared to total expenses of $507,245 for the
six-month period ended June 30, 2000. Our reduced expenses for the corresponding
periods was primarily due to reduced expenses for consulting services, reduced
officers salaries and expenses, reduced professional fees and vehicle expenses
and reduced general and administrative expenses. For the six-month period ended
June 30, 2001, we experienced a net loss of $21,452 compared to net income of
$32,340 for the six-month period ended June 30, 2000. Although we had
significantly more less for the six month period ended June 30, 2000, that was
offset by the decreased revenues in 2000, ultimately resulting in a net loss.

We have not engaged in any exporting activities to date. Our only revenues have
been derived from the general business consulting services provided by our
president, Mr. Fleming, to other businesses. There can be no assurances that Mr.
Fleming will be able to generate revenues in the future from his consulting
services. In fact, should be successful in raising sufficient capital through
loans or otherwise, we plan to completely discontinue our business consulting
services and focus entirely on our proposed exporting activities. There is also
no guarantee that we will be able to generate revenues from our proposed
exporting activities.

[material omitted]
------------------

Plan of Operation for the Next Twelve Months.

Over the next twelve months our focus will be on:

o    Locating and negotiating purchase agreements with local vendors and meat
     packing plants for the purpose of guarantying a supply commitment to meet
     the initial export requirements.
o    Securing export contracts by finalizing negotiation and signing agreements
     with overseas buyers.
o    Hiring and training of staff to effectively and efficiently support the
     company function and operation activity. o Develop an internal control
     system and implement an information system.




                                       12
<PAGE>



Given our limited financial resources, we will have to rely on sales of the
company's securities and possible loans from directors and government subsidies.
We intend to apply for a SBA loan under the International Trade Program.
However, we have not submitted an application for an SBA loan as of the date of
this filing.

We may seek additional funding through public or private sales of our
securities, including equity securities, or through commercial or private
financing arrangements. However, adequate funds, whether through financial
markets or collaborative or other arrangements with corporate partners or from
other sources, may not be available when needed or may not be available on terms
acceptable to us. In the event that we are not able to obtain additional funding
on a timely basis, we may be required to scale back any proposed operations or
eliminate certain of our proposed programs, either of which could have a
material adverse effect on our ability to earn revenues.

                          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 Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.

Item 5.  Other Information
--------------------------

Not applicable.

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

Exhibits
--------

None.
-----

Reports on Form 8-K
-------------------

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




                                       13
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                           Cobra Financial Services, Inc.,
                                           a Texas corporation

June 6, 2002                       By:   /s/ Carlton W. Fleming
                                           -----------------------------------
                                           Carlton W. Fleming
                                   Its:    President