**UNITEDSTATES****SECURITIES AND EXCHANGECOMMISSION****Washington D. C.20549**

**FORM 10-QSB**

**(X) Quarterly report pursuant toSection 13 or 15(d) of the  Securities****andExchange  Act of 1934.**

**For the quarterly period ended June30, 2001.**

**( ) Transition  report pursuant toSection 13 or 15(d) of the Exchange****Actfor the transition period from  _________ to _________ .**

**Commission File Number:333-44586**

**JAHB HOLDINGS,INC.****(Exact name of registrant asspecified in charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **58-2565680****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|--------------------------------------------|

**10325 Summer CreekDrive****Alpharetta, Georgia30022****(Address of Principal ExecutiveOffices)**

**(678)458-0981****(Registrant's Telephone Number,Including Area Code)**

Check whether the registrant:  (1) has filed all reportsrequired to be filed by Section by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports),  and (2) has beensubject to such filing requirements for the past 90 days. 

YES (x) NO ( )

Indicate the number of shares outstanding of each of theissuer's classes of stock as of June 30, 2001. 

10,503,000 Common Shares

Transitional Small Business Disclosure Format:

**YES (  ) NO (x)**

**1**

JAHB HOLDINGS,INC.INDEX TO FORM 10-QSB

| **PART I. FINANCIAL INFORMATION**                                                                                                                         | **Page** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| Item 1. Financial Statements (unaudited)                                                                                                                  |          |
| Balance Sheets as of June 30, 2001 and December 31,2000                                                                                                   | 3        |
| Statements of Operations for the three and sixmonths ended June 30, 2001 and 2000, and the period January 5, 1999 (date ofincorporation) to June 30, 2001 | 4        |
| Statement of Stockholders' Equity for the sixmonths ended June 30, 2001                                                                                   | 5        |
| Statements of Cash Flows for the three and sixmonths ended June 30, 2001 and 2000, and the period January 5, 1999 (date ofincorporation) to June 30, 2001 | 6        |
| Notes to Financial Statements                                                                                                                             | 7        |
| Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations (including cautionarystatement)                              | 9        |
| **PART II.	OTHER INFORMATION**                                                                                                                            |          |
| Item 1. Legal Proceedings                                                                                                                                 | 10       |
| Item 2. Changes in Securities                                                                                                                             | 10       |
| Item 3. Defaults Upon Senior Securities                                                                                                                   | 10       |
| Item 4. Submission of Matters to a Vote of SecuritiesHolders                                                                                              | 10       |
| Item 5. Other Information                                                                                                                                 | 10       |
| Item 6. Exhibits and Reports on Form 8-K                                                                                                                  | 10       |
| Signatures                                                                                                                                                | 10       |

**2**

JAHB HOLDINGS,INC.(A Development Stage Enterprise)

BALANCE SHEETS 

| ASSETS                                                                                                                  | June 30,2001(unaudited) |  | December31, 2000  |
|-------------------------------------------------------------------------------------------------------------------------|-------------------------|--|-------------------|
| CURRENT ASSETS-                                                                                                         |                         |  |                   |
|    Cash and cash equivalents                                                                             | $     88,929            |  | $     92,378      |
|                                                                                                                         |                         |  |                   |
| TOTAL                                                                                                                   | $     88,929            |  | $     92,378      |
|                                                                                                                         |                         |  |                   |
|                                                                                                                         |                         |  |                   |
| LIABILITIES AND STOCKHOLDERS’EQUITY                                                                               |                         |  |                   |
|                                                                                                                         |                         |  |                   |
| LIABILITIES                                                                                                             | $              -        |  | $             -   |
|                                                                                                                         |                         |  |                   |
| STOCKHOLDERS' EQUITY:                                                                                                   |                    |  |                   |
|    Common stock - $0.001 par value;20,000,000 shares authorized; 10,503,000 shares issued andoutstanding | 10,503                  |  | 10,503       |
| Additional paid-in capital                                                                                              | 123,997                 |  | 116,497      |
|    Deficit accumulated during thedevelopment stage                                                       | (45,571)                |  | (34,622)          |
|           Totalstockholders' equity                                   | 88,929                  |  | 92,378            |
|                                                                                                                         |                         |  |                   |
| TOTAL                                                                                                                   | $     88,929            |  | $    92,378  |

SEE NOTES TO FINANCIAL STATEMENTS. 

3

JAHB HOLDINGS,INC.(A Development Stage Enterprise)

STATEMENTS OFOPERATIONS(Unaudited)

|                                               |   | For the  three months ended June30, 2001 |   | For the six months ended June30, 2001 |   | For the  three months ended June30, 2000 |   | For the  six months ended June30, 2000 |   | For the Period January 5, 1999(date of incorporation) to June 30, 2001 |
|-----------------------------------------------|---|------------------------------------------|---|---------------------------------------|---|------------------------------------------|---|----------------------------------------|---|------------------------------------------------------------------------|
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| **REVENUES-**Interest                         | $ | 826                                      | $ | 1,507                                 | $ | -                                        | $ | -                                      | $ | 2,827                                                                  |
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| **EXPENSES:**                                 |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| Employee compensation                         |   | 3750                                     |   | 7,500                                 |   | 3,750                                    |   | 7,500                                  |   | 22,500                                                                 |
| Consulting fees                               |   | -                                        |   | -                                     |   | -                                        |   | -                                      |   | 10,500                                                                 |
| Professional fees                             |   | 2,239                                    |   | 2,586                                 |   | -                                        |   | -                                      |   | 12,078                                                                 |
| Organizational costs                          |   | -                                        |   | -                                     |   | 415                                      |   | 415                                    |   | 415                                                                    |
| Other                                         |   | 1,371                                    |   | 2,370                                 |   | -                                        |   | -                                      |   | 2,905                                                                  |
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| Total expenses                                |   | 7,360                                    |   | 12,456                                |   | 4,165                                    |   | 7,915                                  |   | 48,398                                                                 |
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| **NET LOSS**                                  | $ | (6,534)                                  | $ | (10,949)                              | $ | (4,165)                                  | $ | (7,915)                                | $ | (45,571)                                                               |
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| Net Loss Per Share – Basic and Diluted  | $ | (0.00)                                   | $ | (0.00)                                | $ | (0.00)                                   | $ | (0.00)                                 | $ | (0.00)                                                                 |
|                                               |   |                                          |   |                                       |   |                                          |   |                                        |   |                                                                        |
| Weighted Average Number of Shares Outstanding |   | 10,503,000                               |   | 10,503,000                            |   | 10,500,000                               |   | 10,500,000                             |   | 10,500,800                                                             |

SEE NOTES TO FINANCIAL STATEMENTS**.**

4

JAHB HOLDINGS,INC.(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS'EQUITYFor the six months ended June 30,2001(Unaudited)

|                                      |  |            |              |           |                    |            |                                            |              |  |            |
|--------------------------------------|--|------------|--------------|-----------|--------------------|------------|--------------------------------------------|--------------|--|------------|
|                                      |  |            | Common Stock |           | Additional Paid-In |            | Deficit Accumulated During the Development |              |  |
|                                      |  | Shares     |              | Amount    |                    | Capital    |                                            | Stage        |  | Total      |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |
| Balances, December 31, 2000          |  | 10,503,000 |              | $ 10,503  |                    | $  116,497 |                                            | $   (34,622) |  | $   92,378 |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |
| Contribution of services by employee |  |            |              |           |                    | 7,500      |                                            |              |  | 7,500      |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |
| Net Loss                             |  |            |              |           |                    |            |                                            | (10,949)     |  | (10,949)   |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |
| Balances, June 30, 2001              |  | 10,503,000 |              | $  10,503 |                    | $  123,997 |                                            | $   (45,571) |  | $88,929    |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |
|                                      |  |            |              |           |                    |            |                                            |              |  |            |

SEE NOTES TO FINANCIAL STATEMENTS. 

5

JAHB HOLDINGS,INC. (A Development Stage Enterprise)

STATEMENTS OF CASHFLOWS(Unaudited)

|                                                                            |   | For the three months ended June 30, 2001 |   | For the six months ended June 30, 2001 |   | For the three months ended June 30, 2000 |   | For the six months ended June 30, 2000 |   | For the period January 5, 1999 (date of  incorporation) toJune 30, 2001 |
|----------------------------------------------------------------------------|---|------------------------------------------|---|----------------------------------------|---|------------------------------------------|---|----------------------------------------|---|-------------------------------------------------------------------------|
| Cash Flows From Operating Activities:                                      |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
|    Net loss                                                 | $ | (6,534)                                  | $ | (10,949)                               | $ | (4,165)                                  | $ | (7,915)                                | $ | (45,571)                                                                |
| Adjustments to reconcile net loss to net cash used by operatingactivities: |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Stock based consulting services                                            |   | -                                        |   | -                                      |   | -                                        |   | -                                      |   | 10,500                                                                  |
| Non-cash compensation                                                      |   | 3,750                                    |   | 7,500                                  |   | 3,750                                    |   | 7,500                                  |   | 22,500                                                                  |
| Net Cash Used by Operating Activities                                      |   | (2,784)                                  |   | (3,449)                                |   | (415)                                    |   | (415)                                  |   | (12,571)                                                                |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Cash Flows From Financing Activities:                                      |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
|    Issuance of common stock                                 |   | -                                        |   | -                                      |   | -                                        |   | -                                      |   | 1,500                                                                   |
| Increase in affiliate advances                                             |   | -                                        |   | -                                      |   | 415                                      |   | 415                                    |   | -                                                                       |
|    Capital contribution                                     |   | -                                        |   | -                                      |   |                                          |   |                                        |   | 100,000                                                                 |
| Cash Provided by Financing Activities                                      |   | -                                        |   | -                                      |   | 415                                      |   | 415                                    |   | 101,500                                                                 |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Net Increase (decrease) In Cash and Cash Equivalents                       |   | (2,784)                                  |   | (3,449)                                |   | -                                        |   | -                                      |   | 88,929                                                                  |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Cash and Cash Equivalents at Beginning of Period                           |   | 91,713                                   |   | 92,378                                 |   | -                                        |   | -                                      |   | -                                                                       |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Cash and Cash Equivalents at End of Period                                 | $ | 88,929                                   | $ | 88,929                                 | $ | -                                        | $ | -                                      | $ | 88,929                                                                  |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Supplemental disclosure of cash flow information:                          |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Cash paid for interest                                                     | $ | -                                        | $ | -                                      | $ | -                                        | $ | -                                      | $ | -                                                                       |
|                                                                            |   |                                          |   |                                        |   |                                          |   |                                        |   |                                                                         |
| Cash paid for income taxes                                                 | $ | -                                        | $ | -                                      | $ | -                                        | $ | -                                      | $ | -                                                                       |

 SEE NOTES TO FINANCIAL STATEMENTS. 

6

JAHB HOLDINGS,INC.NOTES TO FINANCIALSTATEMENTS(Unaudited)

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

JAHB Holdings,  Inc. ("we",  "us", "our") wasincorporated under the laws of the state of Delaware on January 5, 1999. We areconsidered to be in the development stage as defined in Financial  AccountingStandards  Board Statement No. 7, and intend to provide  interactive  videoconferencing  software and services.  Our planned principal operations have notcommenced; therefore most of our accounting policies and procedures have not yetbeen established. 

USE OF ESTIMATES

The preparation of financial statements in accordancewith accounting principles generally accepted in the United States of Americarequires us to make estimates and assumptions that affect the reported  amountsof assets and  liabilities  and the  disclosure  of contingent assets andliabilities at the date of the financial  statements.  The reported amounts ofrevenues and expenses  during the  reporting  period may be affected by theestimates and assumptions wee are required to make. Actual results could differfrom those estimates. 

#### BASIS OFPRESENTATION

Our accompanying unaudited financial statements havebeen prepared in accordance with accounting  principles generally accepted inthe United States of America for interim financial information and theinstructions  to Form  10-QSB  and Rule 10-1 of  Regulation  S-X of theSecurities and Exchange  Commission  (the "SEC").  Accordingly,  thesefinancial statements  do not include all of the footnotes  required by generallyaccepted accounting principles. In our opinion, all adjustments (consisting ofnormal  and  recurring   adjustments)   considered   necessary  for  a  fairpresentation have been included.  Operating results for the three and six monthsended June 30, 2001 are not necessarily  indicative of the results that may beexpected for the year ended December 31, 2001. The accompanying financialstatements and the notes should be read in conjunction with our auditedfinancial statements as of and for the year ended December 31, 2000 contained inour Form 10-KSB.

**NOTE B - GOING CONCERN**

Our accompanying  financial  statements  have beenprepared on a going concern basis,  which  contemplates  the  realization ofassets and the  satisfaction of liabilities in the normal course of business.We have incurred net losses since our inception, anticipate  incurring netlosses for at least the next two years and will require a significant  amount ofcapital to  commence  our planned  principal  operations  and  proceed  with ourbusiness  plan.  Accordingly, our ability to continue as a going concern isdependent upon our ability to secure an  adequate  amount of capital to financeour planned  principal  operations and implement our business plan. Our plansinclude selling shares of our common stock through our public  offering (seeNote F), however there is no assurance  that we will be  successful  in ourefforts to raise  capital.  These factors,  among  others,  indicate  that wemay be unable to continue as a going concern for a reasonable period of time.The  financial  statements  do  not  include  any  adjustments  relating  to therecoverability  and  classification of recorded asset amounts or the amounts andclassification  of  liabilities  that might be necessary  should we be unable tocontinue as a going concern. 

**7**

**NOTE C - INCOME TAXES**

During the period January 5, 1999 (date ofincorporation) to June 30, 2001, we recognized losses for both financial and taxreporting purposes.  As such, no provision for income taxes and/or deferredincome taxes payable have been provided for in the  accompanying  financialstatements.

At June 30, 2001, we had a net operating losscarryforward of approximately $12,000 for income tax  purposes.  Thecarryforward  will be available to offset future taxable  income  through theperiod ended  June 30, 2021. The deferred income  tax asset  arising  from thisnet  operating  loss  carryforward  is not recorded in the  accompanyingbalance sheet because we  established a valuation allowance  to fully  reservesuch asset,  as its  realization  did not meet the required asset recognitionstandard established by SFAS 109 

**NOTE D - RELATED PARTY TRANSACTIONS**

On the date of incorporation, 10,500,000 shares of ourcommon stock were issued to our president  and certain of our president'srelatives as  consideration for certain consulting services. The value of theseservices, which was based on the  number,  and fair  value of shares  issued (asdetermined  by our Board of Directors),  has been  reflected  as  consultingservices  in the  accompanying statement of operations. 

We recognized $7,500 of employee compensation duringeach of the six-month periods ended June 30, 2001 and 2000, respectively.  Webelieve these amounts represent the fair value of services provided to us by ourpresident during these periods. Because this compensation will not be paid, nowor in the future, these amounts have  been reflected as increases in additionalpaid-in capital in the accompanying financial statements. No amounts have beenascribed to the use of a portion of our president's home for office space in theaccompanying statements of operations because the value of such office space wasnot considered significant. 

Our President and majority stockholder periodicallyadvanced funds to us during the year ended December 31, 2000. These advances,which were repaid as of December 31, 2000, were unsecured, non-interest bearingand due on demand. Also, the parents of our President (who are also two of ourminority stockholders) made a $100,000 capital contribution during the year.  Noconsideration was provided and/or is to be provided for thiscontribution.

**NOTE E – NET LOSS PER SHARE**

We compute  net loss per share in  accordance  with SFASNo. 128  "Earnings  per Share"  ("SFAS No.  128") and SEC Staff  AccountingBulletin No. 98 ("SAB 98"). Under the  provisions  of SFAS No.  128 and SAB 98,basic net loss per share is computed by  dividing  the net loss  available  tocommon  stockholders  for the period by the weighted  average number of commonshares  outstanding  during the period.  Diluted net loss per share is computedby dividing the net loss for the period by the number of common and commonequivalent shares  outstanding  during the period.  There were no commonequivalent  shares outstanding at any time since our inception; accordingly,basic and diluted net loss per share are identical for each of the periods inthe accompanying statements of operations. 

**8**

**NOTE F - COMMON STOCK OFFERING**

In October, 2000, our registration statement with theSEC to sell up to 2,000,000 shares of our common stock at $0.50 per share, wasdeclared effective. The offering is on a best-efforts, no minimum basis. Assuch, there is no escrow of any of the proceeds of the offering and we  have theimmediate  use of any such funds to finance our operations.

Item 2. 

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

The following discussion and analysis should be read inconjunction  with the balance  sheet as of December 31, 2000 and the financialstatements as of and for the three and six months ended June 30, 2001 and 2000included with this Form 10-QSB.

We are considered to be in the development stage asdefined in Financial Accounting Standards Board Statement No. 7.  With theexception of certain cash, which arose substantially from a $100,000 capitalcontribution made by the parents of our president, we have no assets.  Inaddition, our only revenues have resulted from interest income earned on ourcash balances, and our total expenses through June 30, 2001 were approximately$48,000.  This amount includes non-cash compensation and consulting fees ofapproximately $33,000. Our expenses for the three and six months ended June 30,2001 and 2000 were approximately $7,400, $12,500, $4,200 and $7,900,respectively.  These amounts included non-cash compensation of $3,750 for eachof the related quarterly periods. Expenses requiring the outlay of cash werefunded primarily through the proceeds of the $100,000 capital contributiondiscussed above.  

The expenses  we have  incurred  to date  ariseprimarily  from our  efforts  to establish clients and begin our businessoperations.  Because we do not plan to conduct any product research anddevelopment, purchase any plant or significant equipment or hire any additionalemployees until we raise at least $200,000 from our offering, we anticipate thatwe will have adequate cash to maintain our current operations for the next year.However, in order for us implement our business plan, we need to sell at least400,000 shares of our common stock under our public offering.  We believe therelated proceeds from these sales of shares ($200,000) would enable us tomaintain our operations for at least 12 months after the closing of our offering(the offering is scheduled to close in October of 2001).  Through the date ofthis 10-QSB, we have raised $3,000 under our offering. 

Readers   are   referred   to  the   cautionarystatement,   which   addresses forward-looking statements.

**CAUTIONARY STATEMENT**

This Form 10-QSB, press releases and certain informationprovided  periodically in writing or orally by our  officers  or our agentscontain  statements  which constitute  forward-looking  statements within themeaning of Section 27A of the Securities  Act, as amended and Section 21E of theSecurities  Exchange  Act of 1934. The words expect,  anticipate,  believe,goal, plan, intend,  estimate and similar  expressions and variations thereof ifused are intended to specifically identify  forward-looking  statements.  Thosestatements  appear in a number of places in this  Form  10-QSB  and in otherplaces,  particularly,  Management's Discussion and Analysis or Results ofOperations,  and include statements regarding the intent, belief or currentexpectations us, our directors or our officers  with respect to, among otherthings:  (i) 

**9**

our  liquidity  and capital resources;  (ii) ourfinancing  opportunities  and plans and (iii) our  future performance  andoperating  results.  Investors and  prospective  investors are cautioned thatany such forward-looking  statements are not guarantees of future performanceand involve risks and uncertainties, and that actual results may differmaterially from those projected in the  forward-looking  statements as a resultof  various  factors.  The  factors  that might  cause  such  differencesinclude,  among  others,  the  following:  (i) any  material  inability of us tosuccessfully  internally  develop  our  products;  (ii) any  adverse  effect  orlimitations caused by Governmental regulations;  (iii) any adverse effect on ourpositive  cash flow and abilities to obtain  acceptable  financing in connectionwith our growth  plans;  (iv) any  increased  competition  in business;  (v) anyinability of us to  successfully  conduct our business in new markets;  and (vi)other risks  including  those  identified in our filings with the Securities andExchange Commission. We undertake no obligation to publicly update or revise theforward  looking  statements  made in this  Form  10-QSB  to  reflect  events orcircumstances after the date of this Form 10-QSB or to reflect the occurrence ofunanticipated events. 

**PART II. - OTHERINFORMATION**

Item 1. Legal Proceedings 

**NONE**

Item 2. Changes in Securities 

**NONE**

Item 3. Defaults Upon Senior Securities 

**NONE**

Item 4. Submission of Matters to a Vote of SecuritiesHolders 

**NONE**

Item 5. Other Information 

**NONE**

Item 6. Exhibits and Reports on Form 8-K 

**NONE**

**SIGNATURES**

Pursuant  to the  requirements  of the  SecuritiesExchange  Act of  1934,  the registrant  has duly  caused  this  report  to besigned  on its  behalf by the undersigned, thereunto duly authorized.

| **SIGNATURE**     | **TITLE**                          | **DATE**        |
|-------------------|------------------------------------|-----------------|
| /s/ Joel Arberman | Director, Chief Accounting Officer | August 16, 2001 |

**10**