U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

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

     For the quarterly period ended March 31, 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 No. 000-31297

                  SHALLBETTER INDUSTRIES, INC.
     (Exact name of small business issuer as specified in its
                            charter)

           Minnesota                        41-1961936
(State or other jurisdiction of    (IRS Employer Identification
incorporation or organization)                 No.)

        11900 Wayzata Blvd., Suite 100, Hopkins MN 55305
             (Address of principal executive offices)

                         (612) 541-1155
                   (Issuer's telephone number)

                         Not Applicable
(Former name, address and fiscal year, if changed since last report)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [  ]  No  [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of March 31, 2001: 1,207,885 shares
of common stock.

Transitional Small Business Format:  Yes [   ]  No [ X ]
<PAGE>

                           FORM 10-QSB
                  SHALLBETTER INDUSTRIES, INC.

                              INDEX
                                                       Page
PART I.     FINANCIAL INFORMATION                         3

Item 1      Financial Statements                          3

Item 2      Management's Discussion and Analysis of      10
            Financial Condition and Plan of
            Operation

PART II.    OTHER INFORMATION                            11

Item 2      Changes in Securities and Use of             11
            Proceeds

Item 6      Exhibits and Reports on Form 8-K             11

SIGNATURES                                               11
                                2
<PAGE>

                 PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

S. W. HATFIELD, CPA
certified public accountants
Member:   American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants

Accountant's Review Report

Board of Directors and Shareholders
Shallbetter Industries, Inc.

We have reviewed the accompanying balance sheets of Shallbetter
Industries, Inc. (a Minnesota corporation) as of March 31, 2001
and 2000 and the accompanying statements of operations and
comprehensive income, changes in shareholders' equity and cash
flows for the three months then ended. These financial statements
are prepared in accordance with the instructions for Form 10-QSB,
as issued by the U. S. Securities and Exchange Commission, and
are the sole responsibility of the Company's management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially  less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression on an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note A to the financial statements, the Company has no viable
operations or significant assets and is dependent upon
significant shareholders to provide sufficient working capital to
maintain the integrity of the corporate entity.  These
circumstances create substantial doubt about the Company's
ability to continue as a going concern and are discussed in Note
A.  The financial statements do not contain any adjustments that
might result from the outcome of these uncertainties.
                                        S. W. HATFIELD, CPA
Dallas, Texas
April 11, 2001
             Use our past to assist your future sm
(secure mailing address)    (overnight delivery/shipping address)
P. O. Box 820395                9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                Dallas, Texas 75243-7212
214-342-9635 (voice)                           (fax) 214-342-9601
800-244-0639                                       SWHCPA@aol.com

                                3
<PAGE>
                  SHALLBETTER INDUSTRIES, INC.
                         Balance Sheets
                     March 31, 2001 and 2000

                           (Unaudited)

                                                 March 31,     March 31,
                                                   2001          2000
                             ASSETS
Current Assets
 Cash  on  hand and in bank                     $   1,335       $ 6,849

Total  Assets                                   $   1,335       $ 6,849



              LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
 Advances  from  officers                       $   2,000      $     -

Commitments and Contingencies

Shareholders' Equity
 Preferred stock - $0.01 par value.
   5,000,000 shares authorized;
   none    issued   and   outstanding                   -            -
 Common stock - $0.01 par value.
   45,000,000 shares authorized.
   1,207,885  shares  issued and outstanding       12,079       12,079
    Additional paid-in capital                     17,650       17,650
 Accumulated  deficit                             (30,394)     (22,052)
                                                     (665)       7,677
 Stock subscription receivable                          -         (828)

   Total Shareholders' Equity                        (665)       6,849

Total  Liabilities and Shareholders' Equity    $    1,335     $  6,849


The  financial information presented herein has been prepared  by
management   without  audit  by  independent   certified   public
accountants.  See Accountant's Review Report.

 The accompanying notes are an integral part of these financial
                           statements.

                                4
<PAGE>


                  SHALLBETTER INDUSTRIES, INC.
       Statements of Operations and Comprehensive Income
           Three months ended March 31, 2001 and 2000

                          (Unaudited)

                                       Three  months  Three  months
                                           ended          ended
                                          March 31,     March 31,
                                            2001         2000

Revenues                              $         -   $          -

Expenses
 General and administrative                 1,521          2,323

   Total expenses                           1,521          2,323

Loss before Income Taxes                   (1,521)        (2,323)

Provision for Income Taxes                      -              -

Net Loss                                   (1,521)        (2,323)

Other   comprehensive   income                  -              -

Comprehensive  Income                  $   (1,521)  $     (2,323)

Loss per weighted-average share of
 common stock outstanding,
 computed on Net Loss - basic
 and fully diluted                            nil           nil

Weighted-average number of shares
 of   common   stock   outstanding      1,197,285     1,197,285


The  financial information presented herein has been prepared  by
management   without  audit  by  independent   certified   public
accountants.  See Accountant's Review Report.

 The accompanying notes are an integral part of these financial
                           statements.

                                5
<PAGE>

                  SHALLBETTER INDUSTRIES, INC.
          Statement of Changes in Shareholders' Equity
           Three months ended March 31, 2001 and 2000
                           (Unaudited)
<TABLE>
<CAPTION>

                                                          Additional                   Stock
                                     Common  Stock         paid-in    Accumulated  subscription
                                 Shares        Amount      capital      deficit     receivable      Total
<S>                             <C>         <C>          <C>          <C>          <C>            <C>
Balances at
 January 1, 2000,
 as reported                    1,197,285   $   11,973   $   17,756   $  (19,729)  $   (10,000)  $       -

Correction of cumulative
 clerical errors found in
 Fiscal 2001reconciliation
 of shareholders' listing          10,600          106        (106)            -             -            -

Balances at
 January 1, 2000,
 as  restated                   1,207,885       12,079      17,650       (19,729)      (10,000)           -

Collections on
 stock subscription
 receivable                             -            -           -             -         9,172        9,172

Net loss for the period                 -            -           -        (2,323)            -       (2,323)

Balances at
 March  31,  2000               1,207,885   $   12,079   $  17,650    $  (22,052)  $      (828)  $    6,849



Balances at
 January 1, 2001,
 as  reported                   1,197,285   $   11,973   $  17,756    $  (28,873)  $         -   $      856

Correction of cumulative
 clerical errors found in
 Fiscal 2001 reconciliation
 of  shareholders' listing         10,600          106        (106)           -              -            -

Balances at
 January 1, 2001,
 as restated                    1,207,885       12,079      17,650      (28,873)             -          856

Net loss for the period                 -            -           -       (1,521)             -       (1,521)

Balances at
 March  31, 2001                1,207,885   $   12,079   $  17,650   $  (30,394)  $          -   $     (665)
</TABLE>

The  financial information presented herein has been prepared  by
management   without  audit  by  independent   certified   public
accountants.  See Accountant's Review Report.

 The accompanying notes are an integral part of these financial
                           statements.

                                6
<PAGE>

                  SHALLBETTER INDUSTRIES, INC.
                    Statements of Cash Flows
           Three months ended March 31, 2001 and 2000
                           (Unaudited)

                                           Three  months  Three  months
                                             ended     ended
                                           March 31, March 31,
                                           2001         2000
Cash Flows from Operating Activities
 Net Loss                                             $    (1,521)  $  (2,323)
 Adjustments to reconcile net income to net cash
   provided by operating activities
     Decrease   in  accounts   payable                          -           -

Net  cash  provided by (used in) operating activities      (1,521)          -

Cash   Flows  from  Investing  Activities                       -           -

Cash Flows from Financing Activities
 Cash    advanced    by    officer                          2,000           -
 Cash   received  on  common  stock  subscription               -       9,172

Net cash provided by financing activities                   2,000       9,172

Increase (Decrease) in Cash and Cash Equivalents              479       6,849

Cash   and  cash  equivalents  at  beginning  of  period      856           -

Cash and cash equivalents at end of period              $   1,335   $   6,849


Supplemental Disclosures of Interest and Income Taxes Paid
 Interest  paid during the period                       $       -   $       -
 Income  taxes paid (refunded)                          $       -   $       -


The  financial information presented herein has been prepared  by
management   without  audit  by  independent   certified   public
accountants.  See Accountant's Review Report.

 The accompanying notes are an integral part of these financial
                           statements.

                                7
<PAGE>

                    SHALLBETTER INDUSTRIES, INC.
                    Notes to Financial Statements

NOTE A - Organization and Description of Business

Shallbetter Industries, Inc. (Company) was initially incorporated on
September 8, 1968 under the laws of the State of Minnesota.  From
inception through 1982, the Company was involved in the design,
production and sale of custom electric power distribution equipment;
including switchgears, panelboards, busducts, high and low voltage
main entrance cabinets and substations.  The Company also designed
and marketed electrical apparatus to the mobile home industry.

During 1982, the Company ceased all operations, liquidated all assets
and settled all outstanding liabilities through a Chapter 7 action in
the U. S. Bankruptcy Court.  Subsequent to the settlement and
dismissal of the bankruptcy action , the Company has not conducted
any business operations or maintained any assets.  The current
business purpose of the Company is to seek out and obtain a merger,
acquisition or outright sale transaction whereby the Company's
shareholders will benefit.  The Company is not engaged in any
negotiations and has not undertaken any steps to initiate the search
for a merger or acquisition candidate.

The Company is fully dependent upon funding from its current
management and/or significant shareholders to provide sufficient
working capital to preserve the integrity of the corporate entity.
It is the intent of management and/or significant shareholders to
provide the necessary working capital necessary to support and
preserve the integrity of the corporate entity.

During interim periods, the Company follows the accounting policies
set forth in its annual audited financial statements filed with the
U. S. Securities and Exchange Commission on its Annual Report on Form
10-KSB for the year ended December 31, 2000.  The information
presented within these interim financial statements may not include
all disclosures required by generally accepted accounting principles
and the users of financial information provided for interim periods
should refer to the annual financial information and footnotes when
reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial
statements, prepared in accordance with the U. S. Securities and
Exchange Commission's instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition,
results of operations and cash flows of the Company for the
respective interim periods presented.  The current period results of
operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2001.

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 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.

NOTE B - Summary of Significant Accounting Policies

1. Cash and cash equivalents

   The Company considers all cash on hand and in banks, including
   accounts in book overdraft positions, certificates of deposit and
   other highly-liquid investments with maturities of three months
   or less, when purchased, to be cash and cash equivalents.
                                  8
<PAGE>
                    SHALLBETTER INDUSTRIES, INC.
              Notes to Financial Statements - Continued

NOTE B - Summary of Significant Accounting Policies - Continued

2. Income taxes

   With a 1999 effective change of control of the Company, all net
   operating loss carryforwards incurred prior to that time were
   negated in accordance with Section 382 of the Internal Revenue
   Code.

   At March 31, 2001 and 2000, the deferred tax asset and deferred
   tax liability accounts, as recorded when material, are entirely
   the result of temporary differences.  Temporary differences
   represent differences in the recognition of assets and
   liabilities for tax and financial reporting purposes, primarily
   accumulated depreciation and amortization.  Any deferred tax
   asset existing at these dates was fully reserved due to the
   unpredictability of their ultimate realization.

(3)  Earnings (Loss) per share

   Basic earnings (loss) per share is computed by dividing the net
   income (loss) by the weighted-average number of shares of common
   stock and common stock equivalents (primarily outstanding options
   and warrants).  Common stock equivalents represent the dilutive
   effect of the assumed exercise of the outstanding stock options
   and warrants, using the treasury stock method.  The calculation
   of fully diluted earnings (loss) per share assumes the dilutive
   effect of the exercise of outstanding options and warrants at
   either the beginning of the respective period presented or the
   date of issuance, whichever is later.  As of March 31, 2001 and
   2000, the Company has no warrants and/or options issued and
   outstanding.

NOTE C - Advances from officer

To support operations, the Company's officer advanced approximately
$2,000 to the Company.  These advances are non-interest bearing and
are repayable upon demand.

NOTE D - Common Stock Transactions

On December 30, 1999, the Company filed Amended and Restated Articles
of Incorporation with the State of Minnesota.  The effect of these
Articles was to increase the authorized number of common shares which
may be issued from 250,000 at $0.10 par value to 45,000,000 shares at
$0.01 par value.  Additionally, the Restated Articles authorized the
issuance of up to 5,000,000 shares of $0.01 par value preferred
stock.  The effect of these changes is reflected in the accompanying
financial statements as of the first day of the first period
presented.

During the first quarter of 2001, the Company performed an extensive
reconciliation of it's shareholder list in conjunction with the
appointment of a new independent stock transfer agent.  As a result
of this reconciliation process, the Company noted various clerical
errors in it's issued and outstanding shares.  The effect of this
process was to add 10,600 shares to the issued and outstanding shares
of the Company.

On December 30, 1999, the Company entered into a $10,000 Stock
Subscription Agreement with an individual, who became the Company's
President and Sole Director on December 9, 1999, for the acquisition
of 1,000,000 shares of restricted, unregistered $0.01 par value
common stock.  As of December 31, 2000, all amounts due under the
Stock Subscription Agreement were received.
                                  9
<PAGE>

Item 2.  Managements Discussion and Analysis of Financial
Condition and Plan of Operation

Three Months Ended March 31, 2001 and 2000

   The Company generated no revenue for the three months ended
March 31, 2001 and 2000, respectively.

   General and administrative expenses for the three months ended
March 31, 2001 and 2000, were $1,521 and $2,323, respectively.
These expenses consisted primarily of legal and accounting
expenses associated with maintaining the corporate status of the
Company and compliance with the SEC annual and quarterly
reporting process.

   As a result of the foregoing, the Company realized a net loss
of $1,521 for the three months ended March 31, 2001, as compared
to a net loss of $2,323 for the same period in 2000.  The Company
does not expect to generate any meaningful revenue or incur
significant operating expenses unless and until it acquires an
interest in an operating company.

Liquidity and Capital Resources

   At March 31, 2001, the Company had cash in the amount of
$1,335, and liabilities in the amount of $2,000, giving the
Company a working capital deficit of $665.  The available cash is
the result of an advance by the Company's officer, Craig
Laughlin, which is non-interest bearing and repayable upon
demand.

   The Company does not have sufficient cash to meet its
operational needs for the next twelve months.  Management, like
in the past, will attempt to raise capital through loans from its
officers and shareholders, debt financing, equity financing or a
combination of financing options.  However, there are no existing
understandings, commitments or agreements for such an infusion;
nor can there be assurances to that effect. Moreover, the
Company's need for capital may change dramatically if and during
that period, it acquires an interest in a business opportunity.
Unless the Company can obtain additional financing, its ability
to continue as a going concern is doubtful.

   The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company;
and (ii) search for potential businesses, products, technologies
and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business, product, technology or company and
there can be no assurance that the Company will identify any such
business, product, technology or company suitable for acquisition
in the future.  Further, there can be no assurance that the
Company would be successful in consummating any acquisition on
favorable terms or that it will be able to profitably manage the
business, product, technology or company it acquires.

Forward-Looking Statement Notice

   When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and

                               10
<PAGE>

are subject to risks and uncertainties and that actual results
may differ materially from those included within the forward-
looking statements as a result of various factors.  Such factors
are discussed under the headings "Item 1.  Description of
Business," and "Item 6.  Management's Discussion and Analysis of
Financial Condition and Results of Operations," and also include
general economic factors and conditions that may directly or
indirectly impact the Company's financial condition or results of
operations.

                   PART II.  OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeeds

   During the first quarter of 2001, the Company performed an
extensive reconciliation of its shareholder list in conjunction
with the appointment of a new independent stock transfer agent.
As a result of this reconciliation process, the Company noted
various clerical errors in its issued and outstanding shares.
The effect of this process was to add 10,600 shares to the issued
and outstanding shares of the Company.

Item 6 - Exhibits and Reports on Form 8-K

Reports on Form 8-K

   None

Exhibits

   None

                           SIGNATURES

   In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     SHALLBETTER INDUSTRIES, INC.

Dated: April 17, 2001                    /s/ Craig Laughlin
                                         Craig Laughlin
                                         President and Director
                               11
<PAGE>