UNITED STATES



SECURITIES AND EXCHANGE
COMMISSIONWashington D. C.
20549



FORM 10-QSB



(X) Quarterly report pursuant to
Section 13 or 15(d) of the  Securitiesand
Exchange  Act of 1934.



For the quarterly period ended March
31, 2001.



( ) Transition  report pursuant to
Section 13 or 15(d) of the ExchangeAct
for the transition period from  _________ to _________ .



Commission File Number:
333-44586



JAHB HOLDINGS,
INC.(Exact name of registrant as
specified in charter)



DELAWARE(State of or other jurisdiction
ofincorporation or organization)
58-2565680(IRS Employer I.D.  No.)




8384 Roswell Road, Suite
KAtlanta, Georgia
30350(Address of Principal Executive
Offices)



(770)
552-5096(Registrant's Telephone Number,
Including Area Code)



Check whether the registrant:  (1) has filed all reports
required to be filed by Section by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 ( )



Indicate the number of shares outstanding of each of the
issuer's classes of stock as of March 31, 2001.



10,503,000 Common Shares



Transitional Small Business Disclosure Format:



YES ( x ) NO ( )



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JAHB HOLDINGS,
INC.INDEX TO FORM 10-QSB







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












































2





JAHB HOLDINGS,
INC.(A Development Stage Enterprise)



BALANCE SHEETS





ASSETS
March 31,
2001(unaudited)

December 31, 2000CURRENT ASSETS-Cash and cash equivalents
$    91,713

$    92,378TOTAL
$    91,713

$    92,378LIABILITIES AND STOCKHOLDERS’
EQUITYCURRENT LIABILITIES - accrued liabilities
$            -

$            -STOCKHOLDER'S DEFICIT:Common stock - $0.001 par value;
authorized 20,000,000 common shares; 10,503,000 shares issued and
outstanding
10,503

10,503Additional paid-in capital
120,247

116,497Deficit accumulated during the
development stage
(39,037)

(34,622)Total
Stockholder's Equity
91,713

92,378TOTAL
$    91,713

$   92,378




SEE NOTES TO FINANCIAL STATEMENTS.











3











JAHB HOLDINGS,
INC.(A Development Stage Enterprise)



STATEMENTS OF
OPERATIONS(Unaudited)





For the three months ended March 31, 2001

For the three months ended March 31, 2000

For the Period  January 5, 1999 (date of incorporation) to
March 31, 2001REVENUEInterest income
$         681

$               -

$           2,001EXPENSESEmployee compensation
3,750

3,750

18,750Consulting fees – related party
-

-

10,500Professional fees
347



9,839Organization costs
-

85

415Office expenses
999

-

1,534Total expenses
5,096

3,835

41,038NET LOSS
$    (4,415)

$      (3,835)

$       (39,037)Net Loss Per  Share-Basic and Diluted
$        (.00)

$         (.00)

$            (.00)Weighted Average Number of
Shares Outstanding
10,503,000

10,500,000

10,500,500




SEE NOTES TO FINANCIAL
STATEMENTS





4











JAHB HOLDINGS,
INC.(A Development Stage Enterprise)



STATEMENT OF STOCKHOLDERS'
EQUITYFor the three months ended March 31,
2001(Unaudited)



Common Stock


Additional Paid-In

Deficit Accumulated During the DevelopmentShares

Amount

Capital

Stage

TotalBalances, December 31, 2000

10,503,000

$  10,503

$  116,497

$   (34,622)

$    92,378Contribution of services by    employee





3,750



3,750Net Loss







(4,415)

(4,415)Balances, March 31, 2001

10,503,000

$   10,503

$  120,247

$     (39,037)

$     91,713






SEE NOTES TO FINANCIAL STATEMENTS.









































5





JAHB HOLDINGS,
INC.(A Development Stage Enterprise)



STATEMENTS OF CASH
FLOWS(Unaudited)







For the three months ended March 31, 2001

For the three months ended March 31, 2000

For the period January 5, 1999 (date  of  incorporation) to
March 31, 2001Cash Flows From Operating Activities:Net loss

$      (4,415)

$     (3,835)

$            (39,037)Adjustments to reconcile net loss to net        cash used by operating
activities:Issuance of stock for services





10,500Non-cash compensation

3,750

3,750

18,750Net Cash Used By Operating Activities

(665)

(85)

(9,787)Cash Flows From Financing ActivitiesIssuance of common stock





1,500Increase in due to affiliate



85

-Capital contribution





100,000Net Cash Provided by Financing Activities

-

-

101,500Net Increase (decrease) In Cash and Cash     Equivalents

(665)

(85)

91,713Cash and Cash Equivalents at Beginning      of Period

92,378

-

-Cash and Cash Equivalents at End of      Period

$     91,713

$                -

$             91,713Supplemental disclosure of cash flow   information:Cash Paid For:Interest

0

$                  0

$                  0Income Taxes

0

$                  0

$                  0






SEE NOTES TO FINANCIAL STATEMENTS.

















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JAHB HOLDINGS,
INC.NOTES TO FINANCIAL
STATEMENTS(Unaudited)



NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



JAHB Holdings,  Inc. ("we",  "us", "our") was
incorporated under the laws of the state of Delaware on January 5, 1999. We are
considered to be in the development stage as defined in Financial  Accounting
Standards  Board Statement No. 7, and intend to provide  interactive  video
conferencing  software and services.  Our planned principal operations have not
commenced; therefore most of our accounting policies and procedures have not yet
been established.



USE OF ESTIMATES



The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America
requires us to make estimates and assumptions that affect the reported  amounts
of assets and  liabilities  and the  disclosure  of contingent assets and
liabilities at the date of the financial  statements.  The reported amounts of
revenues and expenses  during the  reporting  period may be affected by the
estimates and assumptions wee are required to make. Actual results could differ
from those estimates.



#### BASIS OF
PRESENTATION



Our accompanying unaudited financial statements have
been prepared in accordance with accounting  principles generally accepted in
the United States of America for interim financial information and the
instructions  to Form  10-QSB  and Rule 10-1 of  Regulation  S-X of the
Securities and Exchange  Commission  (the "SEC").  Accordingly,  these
financial statements  do not include all of the footnotes  required by generally
accepted accounting principles. In our opinion, all adjustments (consisting of
normal  and  recurring   adjustments)   considered   necessary  for  a  fair
presentation have been included.  Operating results for the three months ended
March 31, 2001 are not necessarily  indicative of the results that may be
expected for the year ended December 31, 2001. The accompanying financial
statements and the notes should be read in conjunction with our audited
financial statements as of and for the year ended December 31, 2000 contained in
our Form 10-KSB.



NOTE B - GOING CONCERN



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

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NOTE C - INCOME TAXES



During the period January 5, 1999 (date of
incorporation) to March 31, 2001, we recognized losses for both financial and
tax reporting purposes.  As such, no provision for income taxes and/or deferred
income taxes payable have been provided for in the  accompanying  financial
statements.



At March 31, 2001, we had a net operating loss
carryforward of approximately $9,800 for income tax  purposes.  The
carryforward  will be available to offset future taxable  income  through the
period ended  March 31, 2021. The deferred income  tax asset  arising  from this
net  operating  loss  carryforward  is not recorded in the  accompanying
balance sheet because we  established a valuation allowance  to fully  reserve
such asset,  as its  realization  did not meet the required asset recognition
standard established by SFAS 109





NOTE D - RELATED PARTY TRANSACTIONS



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



We recognized $3,750 of employee compensation during
each of the three-month periods ended March 31, 2001 and 2000.  We believe these
amounts represent the fair value of services provided to us by our president
during these periods. Because this compensation will not be paid, now or in the
future, these amounts have  been reflected as increases in additional paid-in
capital in the accompanying financial statements. No amounts have been ascribed
to the use of a portion of our president's home for office space in the
accompanying statements of operations because the value of such office space was
not considered significant.



Our President and majority stockholder periodically
advanced funds to us during the year ended December 31, 2000. These advances,
which were repaid as of December 31, 2000, were unsecured, non-interest bearing
and due on demand. Also, the parents of our President (who are also two of our
minority stockholders) made a $100,000 capital contribution during the year.  No
consideration was provided and/or is to be provided for this
contribution.





NOTE E – NET LOSS PER SHARE



We compute  net loss per share in  accordance  with SFAS
No. 128  "Earnings  per Share"  ("SFAS No.  128") and SEC Staff  Accounting
Bulletin 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  to
common  stockholders  for the period by the weighted  average number of common
shares  outstanding  during the period.  Diluted net loss per share is computed
by dividing the net loss for the period by the number of common and common
equivalent shares  outstanding  during the period.  There were no common
equivalent  shares outstanding at any time since our inception; accordingly,
basic and diluted net loss per share are identical for each of the periods in
the accompanying statements of operations.



8

NOTE F - COMMON STOCK OFFERING



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



Item 2.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis should be read in
conjunction  with the balance  sheet as of December 31, 2000 and the financial
statements as of and for the three months ended March 31, 2001 and 2000 included
with this Form 10-QSB.



We are considered to be in the development stage as
defined in Financial Accounting Standards Board Statement No. 7.  With the
exception of certain cash, which arose substantially from a $100,000 capital
contribution made by the parents of our president, we have no assets.  In
addition, our only revenues have resulted from interest income earned on our
cash balances, an our total expenses through March 31, 2001 were approximately
$39,000.  This amount includes non-cash compensation and consulting fees of
approximately $29,300. Our expenses for the three months ended March 31, 2001
and 2000 were approximately $5,100 and $3,800, respectively (of which $3,750
were non cash during both of such periods). We funded the payment of these
expenses primarily through the proceeds of the $100,000 capital contribution
discussed above.



The expenses  we have  incurred  to date  are  primarily
from our  efforts  to establish clients and begin our business  operations.
Because we do not plan to conduct any product research and development, purchase
any plant or significant equipment or hire any additional employees until we
raise at least $200,000 from our offering, we anticipate that we 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 least 400,000
shares of our common stock under our public offering.  We believe the related
proceeds from these sales of shares ($200,000) would enable us to maintain 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 of this
10-QSB, we have raised $3,000 under our offering.



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



CAUTIONARY STATEMENT



This Form 10-QSB, press releases and certain information
provided  periodically in writing or orally by our  officers  or our agents
contain  statements  which constitute  forward-looking  statements within the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities  Exchange  Act of 1934. The words expect,  anticipate,  believe,
goal, plan, intend,  estimate and similar  expressions and variations thereof if
used are intended to specifically identify  forward-looking  statements.  Those
statements  appear in a number of places in this  Form  10-QSB  and in other
places,  particularly,  Management's Discussion and Analysis or Results of
Operations,  and include statements regarding the intent, belief or current
expectations us, our directors or our officers  with respect to, among other
things:  (i)



9









our  liquidity  and capital resources;  (ii) our
financing  opportunities  and plans and (iii) our  future performance  and
operating  results.  Investors and  prospective  investors are cautioned that
any such forward-looking  statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may differ
materially from those projected in the  forward-looking  statements as a result
of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others,  the  following:  (i) any  material  inability of us to
successfully  internally  develop  our  products;  (ii) any  adverse  effect  or
limitations caused by Governmental regulations;  (iii) any adverse effect on our
positive  cash flow and abilities to obtain  acceptable  financing in connection
with our growth  plans;  (iv) any  increased  competition  in business;  (v) any
inability of us to  successfully  conduct our

business in new markets;  and (vi) other risks
including  those  identified in our filings with the Securities and Exchange
Commission. We undertake no obligation to publicly update or revise the forward
looking  statements  made in this  Form  10-QSB  to  reflect  events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events.



PART II. - OTHER
INFORMATION



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 Securities
Holders



NONE



Item 5. Other Information



NONE



Item 6. Exhibits and Reports on Form 8-K



NONE



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.



SIGNATURE
TITLE
DATE/s/ Joel Arberman
Director, Chief Accounting Officer
May 14, 2001








10