FORM 10Q-SB/A

                                  Amendment #1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


For the Three Months Ended                             Commission File Number
August 31, 1999                                        0-25591


                            STATESIDE FUNDINGS, INC.

             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                      11-3462369

(State of Other Jurisdiction of                        I.R.S. Employer
Incorporation or Organization)                         Identification No.

1040 East 22nd Street, Brooklyn, NY                              11210

(Address of Principal Executive Offices)                         Zip Code

Registrant's Telephone Number, Including Area Code (718) 692-2743

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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___

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

Indicate by check mark  whether the issuer has filed all  documents  and reports
required to be filed by Sections  2, 13 or 15(d) of the  Securities  Act of 1934
subsequent to the  distribution of securities under a plan confirmed by a court.
Yes___ No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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


Common Stock $.0001 par value,                         5,000,000
      (Title of Class)                                 (Shares outstanding at
                                                       August 31, 1999



<PAGE>


                            STATESIDE FUNDINGS, INC.


                                  FORM 10Q-SBA

                       THREE MONTHS ENDED AUGUST 31, 1999


                                      INDEX

                                                                          Page
                                                                          ----

PART I       FINANCIAL INFORMATION


ITEM 1       Balance Sheet, August 31, 1999                                2

             Statement of Income & Expenses
             August 31, 1999                                               3

             Statement of Stockholders' Equity
             for the period ended August 31,
             1999                                                          4

             Statement of Cash Flows
             August 31, 1999                                               5


             Notes to Financial Statements                                 6

             Management's Discussion and
             Analysis of Results of Operations                             7

PART II      Other Information - Items 1-6                                 8

Signatures                                                                 9


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)
                                  BALANCE SHEET
                                    Unaudited


<TABLE>
<CAPTION>
                                     ASSETS

                                                                    August     November
                                                                   31, 1999    30, 1998
                                                                   ---------   --------

<S>                                                                 <C>         <C>
Current Assets:
  Cash .........................................................    $   110     $ 1,500
                                                                    -------     -------

         Total Current Assets ..................................    $   110       1,500
                                                                    -------     -------

Other Assets:
  Organization Expense-Net of Amortization .....................        340         400
  Deferred Offering Costs ......................................        927           0
                                                                    -------     -------

         Total Other Assets ....................................      1,267         400
                                                                    -------     -------

         TOTAL ASSETS ..........................................    $ 1,377     $ 1,900
                                                                    =======     =======


                      LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
  Accrued Expenses .............................................    $   400     $   400
                                                                    -------     -------


Stockholder's Equity:
  Common  Stock,  par value $.0001;  authorized
  50,000,000 shares,  issued and outstanding
  5,000,000 shares August 31, 1999 and
    November 30, 1998 ..........................................        500         500


  Preferred Stock, par value $.0001; authorized
  10,000,000 shares, none issued and outstanding ...............          0           0

  Additional Paid-In Capital ...................................      1,000       1,000

  Deficit Accumulated During Development Stage .................       (523)          0
                                                                    -------     -------

         TOTAL STOCKHOLDER'S EQUITY ............................        977       1,500
                                                                    -------     -------

         TOTAL LIABILITIES AND STOCKHOLDER'S
          EQUITY ...............................................    $ 1,377     $ 1,900
                                                                    =======     =======
</TABLE>


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                    Unaudited

                            FOR THE PERIODS INDICATED


<TABLE>
<CAPTION>
                                                                                              Total
                                                    Stock       Additional                    Stock-
                                     Common         Issued      Paid-In         Retained      Holders
                                     Shares         Amount      Capital         Deficit       Equity

<S>                                  <C>            <C>         <C>             <C>            <C>
Issuance of Common Shares
 on December 19, 1997 at Par
 Value ($.0001 per share)
 For Cash                            5,000,000      $ 500       $ 1,000         $  -0-         $ 1,500

Net Loss For Year
 Ended November 30, 1998                                                           -0-               0
                                     -----------------------------------------------------------------

Balance - November 30,
  1998                               5,000,000        500         1,000            -0-           1,500


Net Loss For Period Ended
 August 31, 1999                                                                 (523)            (523)
                                     -----------------------------------------------------------------

Balance - August 31,
  1999                               5,000,000      $ 500       $ 1,000         $ (523)        $   977
                                     =================================================================

</TABLE>


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                        STATEMENT OF INCOME AND EXPENSES

                                    Unaudited

                                 FOR THE PERIODS


                                                                    (Cumulative)
                                                                    December
                                                                    19, 1997
                                                   June 1, 1999     (Inception)
                                                   to August        to August
                                                   31, 1999         31, 1999
                                                   ------------     -----------


INTEREST INCOME ..............................     $         0      $         0
                                                   -----------      -----------

EXPENSES:

  Filing Fees ................................              99              313
  Amortization ...............................              20               60
  Bank Charges and Interest ..................              45              150
                                                   -----------      -----------

         Total Expenses ......................             164              523
                                                   -----------      -----------

NET LOSS FOR PERIOD ..........................     $      (164)     $      (523)
                                                   ===========      ===========

LOSS PER SHARE ...............................     $      (.00)     $      (.00)
                                                   ===========      ===========

WEIGHTED AVERAGE OF OUTSTANDING SHARES .......       5,000,000        5,000,000
                                                   ===========      ===========


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                             STATEMENT OF CASH FLOWS

                                    Unaudited

                                 FOR THE PERIODS


                                                                   (Cumulative)
                                                                   December
                                                                   19, 1997
                                                 June 1, 1999      (Inception)
                                                 to August         to August
                                                 31, 1999          31, 1999
                                                 ------------      ------------


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                       $  (164)          $  (523)
  Adjustments to Reconcile Net Loss to
   net cash used by operating activities
  Non-cash items included in loss:
  Amortization                                        20                60

CHANGES IN ASSETS AND LIABILITIES:

  Other Assets                                         0            (1,327)
  Liabilities                                          0               400
                                                 -------           -------

Cash Provided (Used) in Operations                  (144)           (1,390)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of Common Stock                             0             1,500
                                                 -------           -------

NET INCREASE (DECREASE) IN CASH                     (144)              110

CASH AT BEGINNING OF PERIOD                          254                 0
                                                 -------           -------

CASH AT END OF PERIOD                            $   110           $   110
                                                 =======           =======



<PAGE>


                            STATESIDE FUNDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    Unaudited


                                 August 31, 1999




NOTE 1 - BASIS OF PRESENTATION


     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of Management,  all adjustments considered
necessary for a fair  presentation  have been included.  These  adjustments were
considered usual and normal in nature. For the period ended August 31, 1999, the
Company had no operational  activities other than the preparation for the public
offering as  presented  in the  Balance  Sheet.  The  recovery of assets and the
continuation  of the Company as a going concern are dependent upon the Company's
ability to obtain additional  financing and upon future  profitable  operations.
For  further  information,  refer  to the  financial  statements  and  footnotes
included in the Company's registration statement on Form 10-SB.



<PAGE>


                            STATESIDE FUNDINGS, INC.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS


                                 August 31, 1999


     At August 31, 1999, the Company's  current assets  amounted to $110,  while
current liabilities amounted to $400.



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


<PAGE>


                                   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.

                                      STATESIDE FUNDINGS, INC.



                                      By:  /s/ Nachum Blumenfrucht
                                           ----------------------------------
                                               Nachum Blumenfrucht
                                               President, Secretary-Treasurer
                                                     and Director

Date: November 8, 1999