SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                     FORM 10-QSB
                      (Mark One)

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


                For the quarterly period ending
                      February 7, 2001

 Or

 [ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from to

                      Commission file number 0-31267

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

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


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

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

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

                    Yes            No     X

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

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

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


                PART I - - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

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

                             ASSETS

    Cash                                                 $   500

    TOTAL ASSETS                                         $   500

              LIABILITIES AND STOCKHOLDER'S EQUITY

     LIABILITIES                                         $   -

     STOCKHOLDER'S EQUITY

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

     Total Stockholder's Equity                              500

     TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY          $   500


         See accompanying notes to financial statements

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

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

     Income                             $   -              $   -

     Expenses                               -                  -

            Total expenses                  -                  -

     NET LOSS                           $   0              $   0

     See accompanying notes to financial statements

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


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

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

     Fair value of
     expenses
     contributed          -            -        -           -          -

     Net losses for the periods ended:

     February 7, 2001     -            -        -           -          -

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

     See accompanying notes to financial statements

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

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

     CASH FLOW FROM OPERATING
       ACTIVITIES:

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

     Capitalized expenses                    -                      -

     Net cash used in operating
       activities                            -                      -

     CASH FLOWS FROM INVESTING
       ACTIVITIES                            -                      -

     CASH FLOWS FROM FINANCING
       ACTIVITIES                            -                      -

     Proceeds from issuance of
     common stock                            -                     500

     Net cash provided by financing
     activities                              -                     500

     CASH AND CASH EQUIVALENTS
       BEGINNING OF PERIOD                  500                     -

     CASH AND CASH EQUIVALENTS
       END OF PERIOD                      $ 500                 $  500

     See accompanying notes to financial statement.

     NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

     A      Organization and Business Operations

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

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

     B.     Cash and Cash Equivalents

     The preparation of the financial statements requires
     management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amounts
     of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     C.     Cash and Cash Equivalents

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

     D.     Income Taxes

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

     NOTE 2     STOCKHOLDER'S EQUITY

     Common Stock

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

     NOTE 3     AGREEMENT

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

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

     2.     Location and review of potential target companies.

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

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

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

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

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

     These benefits are commonly thought to include:

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

      2     increased visibility in the financial community;

      3     the facilitation of borrowing from financial
            institutions;

      4     improved trading efficiency;

      5     the potential for shareholder liquidity;

      6     greater ease in subsequently raising capital;

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

      8     enhanced corporate image; and

      9     a presence in the United States capital market.

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

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

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

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

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

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

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

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

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

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

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

                  PART II - - OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS

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

     ITEM 2.   CHANGES IN SECURITIES

     Not applicable.

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

     ITEM 5.   OTHER INFORMATION

     Not applicable.

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits

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

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

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

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

     (b)    Reports on Form 8-K

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


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to
     be signed on its behalf by the undersigned thereunto duly
     authorized.


                                    PONCA ACQUISITION CORPORATION


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

     Dated:   February 7, 2001