UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


                             QUARTERLY REPORT UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended November 30, 2001


                        Commission file number 000-32909



                            Saguaro Industries, Ltd.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)


                 Colorado                         84-1377873
                 --------                         ----------
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)
      incorporation or organization)



    2221 Lafayette Street, Denver, Colorado                 80205
    ---------------------------------------                 ------
    (Address of principal executive offices)              (Zip Code)

                                 (303) 861-8168
                                 --------------
                           (Issuer's telephone number)





Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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:
  X    Yes        No.
-----      -----

The number of shares  outstanding of the registrant's only class of common stock
issued and outstanding, as of January 14, 2002: 2,400,000 shares.


                                        1

<PAGE>



                                     PART I

Item 1.  Financial Statements

     The unaudited financial statements for the nine month period ended November
30, 2001 are attached hereto.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

     The following  discussion  should be read in conjunction with our unaudited
financial  statements and notes thereto included herein. In connection with, and
because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which with respect to future business decisions, are subject to change. These
uncertainties and contingencies can effect actual results and could cause actual
results  to differ  materially  from  those  expressed  in any  forward  looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward looking statements.

     Our business is in the sales and marketing of southwestern  art jewelry and
Native American Indian arts and crafts.  Our business is operated  substantially
through our subsidiary,  Saguaro Sky, Ltd. (the "Subsidiary").  The sales of our
products are generated  through  special art exhibits,  street fairs and western
arts and crafts shows in our current target markets of the Rocky Mountain states
of Colorado,  new Mexico,  Arizona,  Utah,  Wyoming,  Idaho and Montana. We also
offer our  products on our  internet  web site:  www.saguarosky.com.  as well as
in-home direct party plan sales.

     The products we market are as follows:

1.   Kachina dolls and other carvings by native  American  Indian carvers of the
     Hopi Indian Tribe;
2.   Silver jewelry;
3.   Beaded items with southwestern stylings;
4.   Southwestern U.S. style pottery and glass items; and
5.   Unique crafts designed and manufactured in the southwestern United States.

     Our products are generally  hand made.  Our  inventory of products  changes
from time to time as we acquire and sell the items. A listing and description of
most of our inventory  can be found on our internet web site.  Since the date of
our last report,  our company was accepted for membership in the Indian Arts and
Crafts Association ("IACA").  This association is a not-for-profit  organization
with  approximately  700 member  worldwide and which was  established in 1974 to
support the ethical  promotion and protection of authentic  Native  American art
and culture. The IACA works to stop

                                        2

<PAGE>



fraud and abuse within the market for Indian art through  education , publicity,
authentication  and use of its logo to indicate  certified  ethical  businesses.
Member include Native American artists,  wholesale and retail dealers,  museums,
collectors and other who support the goals of the  organization  and has members
in the United States, Canada,  Germany, Japan, Italy and Australia. We intend to
exhibit  some of our  products on the IACA web site in the future and,  while no
assurances can be provided, we hope that this will increase our revenues..

Results of Operation

     During the nine month period ended November 30, 2001, we generated revenues
of $8,619.  Cost of sales during the nine month period ended  November 30, 2001,
was $3,296.  Selling,  general and administrative expenses during the nine month
period  ended  November  30, 2001,  were  $30,724,  primarily as a result of our
incurring  $19,124 in legal and accounting  fees during the  applicable  period,
which costs related to our filing of a  Registration  Statement  pursuant to the
Securities  Exchange Act of 1934, as amended, in order to establish ourselves as
a  "reporting  company'  under said Act. As a result,  we incurred a net loss of
$25,401($.01 per share) during the nine month period ended November 30, 2001. No
comparison  of our results of  operations  is  presented  herein,  as we did not
generate any revenues or otherwise  engage in any meaningful  operations  during
the comparable period in 2000.

Plan of Operation

     Our plan of  operation  during the next  twelve  months is to  acquire  and
market the following merchandise:

1.   Kachina  Dolls  and other carvings by Native American Indian carvers of the
     Hopi Indian Tribe;
2.   Silver jewelry;
3.   Beaded items with southwestern styling;
4.   Southwestern U.S. style pottery and glass items; and
5.   Unique crafts designed and manufactured in the southwestern United States.

     Our products are currently being sold in special art exhibits, street fairs
and  western  arts and  crafts  shows  throughout  our  current  target  markets
consisting of the Rocky Mountain states of Colorado, New Mexico,  Arizona, Utah,
Wyoming, Idaho and Montana. We expect that we will also sell our products on our
Internet site,  www.saguarosky.com;  however,  as of the date of this Report, we
have not engaged in any sales of our products on our website.

     Our products are generally  hand made.  Our  inventory of products  changes
from time to time as we acquire and sell them.  Our inventory of items for sale,
including the style, price and current listings of consigned items, may be found
on our  Internet  site which is  updated as  appropriate  following  sales.  Our
initial  intention  was to acquire most of the  products we sell on  consignment
from the artisans.  However,  based upon the response to our initial consignment
concept  from  artists,  we no longer  attempt  to  acquire  our  products  on a
consignment basis, but purchase the relevant products for cash.


                                        3

<PAGE>



     Since the date of our last report,  our company was accepted for membership
in the Indian  Arts and  Crafts  Association  ("IACA").  This  association  is a
not-for-profit  organization  with  approximately 700 member worldwide and which
was  established  in 1974 to support the ethical  promotion  and  protection  of
authentic  Native  American  art and  culture.  The IACA works to stop fraud and
abuse  within  the  market  for  Indian  art  through   education  ,  publicity,
authentication  and use of its logo to indicate  certified  ethical  businesses.
Member include Native American artists,  wholesale and retail dealers,  museums,
collectors and other who support the goals of the  organization  and has members
in the United States,  Canada,  Germany,  Japan,  Italy and  Australia.  In this
regard,  we intend to advertise  our products on the IACA website as part of our
marketing  program,  provided  that the cost of the same is  within  our  budget
constraints. We also intend to exhibit some of our products on the IACA web site
in the future and, while no assurances  can be provided,  we hope that this will
increase our revenues.

     As of the date of this Report,  we believe we can continue to implement our
business plan without the need to raise any additional cash. While no assurances
can be  provided,  we believe  that we have  sufficient  capital to satisfy  our
capital requirements for the next 12 months. This is due to our limited overhead
requirements.  However,  if we believe that an opportunity  becomes available to
expand our operations, we will attempt to raise either additional debt or equity
capital.  We do not have any commitments from any investment  banking or venture
capital  firms to provide us with  additional  capital and we are not engaged in
any  discussions  with  such  firms  to do so in  the  future.  There  can be no
assurances  that any  additional  capital,  either  debt or equity,  will become
available to us in the foreseeable future.

     Based on our current sales  activities,  we see our business  evolving into
two market categories, including:

     (a)  High-end southwestern art and crafts and authentic Indian art for sale
          on the Internet.
     (b)  Direct  sales  by  "Hostess  Party"  of  manufactured  sterling silver
          jewelry.

High end market

     We classify  the high end market of our business to be those items sold for
$100 or more. One of the problems associated with the advancement of this aspect
of the business is the  development  of  relationships  with new artists and the
acquisition of their products.  Because we are dealing with  individual  artists
who do not  always  have an  established  commercial  outlet,  it takes  time to
develop a relationship  of trust with them. Our standards are extremely high and
the work we choose to showcase will reflect those standards. The Indian Arts and
Crafts  Association  hosts two shows  annually and,  while no assurances  can be
provided,  our attending  these shows should provide an opportunity to meet with
the artists  that are members and develop  contacts  for  additional  purchases.
However,  we do not know how many  artists  attend these  functions,  nor are we
privy to whether those attending artists have any existing relationship with any
of our competitors.  We will also continue to develop  existing  contacts in the
Native  American  Indian  community  by going  directly  to the artists on their
respective  reservation.  We have  recently  been  invited  to  visit  the  Hopi
reservation in Arizona to continue this effort.


                                        4

<PAGE>



     Of great  interest to  collectors of Native  American  Indian art are items
known as "old pawn." Old pawn describes  items that have been used as collateral
for  loans.  These  items are  usually  pawned at  trading  posts near or on the
reservation.  While we have not  acquired any "old pawn" items as of the date of
this Report,  we may do so in the future.  We recognize  that great care must be
taken in the purchase of these items, as authenticity is the prime concern, i.e.
artist,  materials  and date of  creation.  If we do locate  these  items in the
future,  the item will be examined by a third party Navajo  silversmith prior to
acquisition in order to confirm  authenticity.  Due to customer  interest in old
pawn we continue to search for and acquire these items.

     At the present time our sales are primarily in the targeted  states.  Based
upon information which we have obtained from other vendors and artists,  as well
as a review  of the  current  membership  in the  IACA,  we  believe  that  many
purchasers  and  collectors in Germany and Japan have an unusually high interest
in the art of the  southwestern  United  States,  and in  particular  the Native
American  Indian art. Our recent  offering on EBay attracted over 200 "hits" and
17 actual bids. We are in the process of revising our website to directly target
this market in Japan and  Germany.  We do not believe that there is any specific
requirement  to  do  business  internationally  and  sell  our  items  in  these
jurisdictions.

     In order to reach an international market, we have concentrated much of our
effort on the creation and  maintenance of our website,  www.saguarosky.com.  We
have contracted with  Bigstep.com to host our site,  which includes an extensive
catalogue  of our  merchandise.  In  order  to be  successful  on the  Internet,
customers must be able to purchase directly from our site.  Towards that end, we
have arranged with  CardService  International  to enable credit card purchases.
This arrangement requires us to pay $24.95 per month. Additionally,  we pay them
2.53% on each transaction,  plus $.20, plus $.15 per batch, limited to one batch
per day. In order to allow for potential customers to find us, in April 2001 for
a one  time  flat  fee of $99 we  retained  NetMechanic  in  order  for  them to
institute an Internet search engine registration program which alleged to notify
100 search providers of our keywords and pertinent information.  This has turned
out to be a slow and  unsatisfactory  process,  as some providers take up to six
weeks to update their databases and others,  who were represented to contain our
company name in response to various  keywords,  failed to include our company as
represented. We therefore intend to emphasize auction sites in the future and do
not  intend  to  apply  for  any  search  engine  registration  programs  in the
foreseeable future.

     Our agreement with Bigstep.com  provides for them to provide hosting of our
website, including 12 megabytes of disk space, web page templates, communication
tools and statistical reports.  Bigstep has the right to terminate the agreement
at any time,  without notice,  if we breach the terms, or if they determine,  in
their sole and exclusive  judgment,  that  termination is necessary for security
purposes.  They  may,  upon 30 days  notice,  modify or  discontinue  any or all
aspects  of their  service.  Should we wish to  terminate,  we are  required  to
provide them with 5 days notice prior to the next billing period.

     Our agreement with CardService International allows us to sell our products
on the Internet and collect the  purchase  price paid per item  purchased on our
Internet site. To date, we have not made any sales from our site. The agreement,
which is for a six month  term,  may be  terminated  earlier  by us for a fee of
$300. We do incur any monthly minimum charge,  other than $24.95 per month for a
customer  support fee. Any transactions  processed by CardService  International
will bear

                                        5

<PAGE>



discount  fees for credit  card  sales to be  determined  in the future  once we
commence Internet sales activity.

     As of the date of this Report,  we have not determined any further  details
of our  advertising  campaign over the next twelve months.  Such programs in the
future,  if any, will be dependent upon cost and any available  capital which we
may have, which is not expected to be significant.

Hostess Party Plan

     In  seeking  additional  venues  for  the  sale  of our  products,  we have
determined that the method commonly known as the "Tupperware  Method" works very
well for the sale of manufactured  sterling silver jewelry.  In this method,  an
individual  (hostess)  invites  friends  and  neighbors  to  their  home for the
occasion.  One of our distributors  brings a variety of jewelry for direct sale.
In return for hosting the party,  the  hostess  receives  10% of the gross sales
generated at the respective gathering,  which is provided in product only, based
upon  retail  cost.  We  retain  100% of the cash  proceeds  from  these  sales.
Historically,  these gatherings  consist of between 10 and 20 people.  As of the
date of this Report,  we have generated  approximately  50% of our revenues from
these events.

     As this  portion of our  business  grows,  we plan to create a category  of
"hostesses"  who will have a direct  relationship  with us. These hostesses will
organize and conduct the parties in their local  geographical  area.  To date we
have made contact with persons in Kansas,  South  Dakota,  Virginia and Maryland
who have indicated an interest in becoming  hostesses.  These people are friends
or relatives of management  and our efforts to recruit  additional  hostesses is
expected to come from  referrals,  as well as networking with attendees of prior
parties.  There is no written  agreement  between us and these  hostesses at the
date of this  Report and none are  expected  in the  future.  We expect that the
terms of these  relationships  will be  consistent  with those  described in the
paragraph above.

                           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 SECURITY HOLDERS -

     NONE.

ITEM 5. OTHER INFORMATION - NONE.



                                        6

<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits - NONE

     (b) Reports on Form 8-K - NONE

                                        7

<PAGE>



Saguaro Industries Ltd. And Subsidiary
(fka Sheffield Rounds, Ltd.)
Consolidated Balance Sheet
(A Company in the Development Stage)
--------------------------------------------------------------------------------

                                                   Unaudited       Audited
                                                   November        February
                                                   30, 2001        28, 2001
                                                   ---------       --------
ASSETS
------

Current Assets:

Cash and cash equivalents                          $   6,517       $ 21,992
Inventory                                              2,960          1,176

Web Site (net amortization of $200)                      600              0
                                                   ---------       --------

Total Current Assets                                  10,077         23,168
                                                   ---------       --------

Goodwill (net of $ 2,595 & $1,038 amortization)        2,075          3,632

TOTAL ASSETS                                       $  12,152       $ 26,800
                                                   =========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

LIABILITIES

Current Portion - Note Payable Related Party       $  10,125       $      0
Accounts Payable                                       1,824          1,819
Due to Related Parties                                   300            800
Other Accrued Liabilities                              1,702            161
                                                   ---------       --------

Total current liabilities                             13,951          2,780

TOTAL LIABILITIES                                     13,951          2,780
                                                   ---------       --------


SHAREHOLDERS' EQUITY: *

Preferred stock, no par value per share;
 Authorized 5,000,000 Shares; Issued
 and outstanding 50,000 shares                         5,000          5,000

Common Stock, No Par Value;
 Authorized 50,000,000 Shares; Issued
 and outstanding 2,180,000 shares                      1,090          1,090

Additional Paid in Capital                            30,000         30,000

Deficit Accumulated During the Development Stage     (37,889)       (12,070)
                                                   ---------       --------

TOTAL SHAREHOLDERS' EQUITY                            (1,799)        24,020
                                                   ---------       --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $  12,152       $ 26,800
                                                   =========       ========



         See Accompanying Notes to These Unaudited Financial Statements



                                        8

<PAGE>



Saguaro Industries Ltd. And Subsidiary
(fka Sheffield Rounds, Ltd.)
Unaudited Consolidated Statement Of Operations
(A Company in the Development Stage)
--------------------------------------------------------------------------------

                                                3 Months       3 Months
                                                  Ended          Ended
                                                November       November
                                                30, 2001       30, 2000
                                                --------      ---------

Revenue:                                       $   3,088      $       0

Cost of Goods Sold                                 1,687              0
                                               ---------      ---------

Gross Profit                                       1,401              0

General & Administrative Expenses

Amortization Expense                                 519              0
General & Administrative                           1,182             18
Occupancy Costs                                        0              0
Professional Fees                                  1,645              0
Salaries                                           1,000              0
Stock Transfer Fees                                  551              0
                                               ---------      ---------

Total G & A                                        4,897             18
                                               ---------      ---------

(Loss) from operations                            (3,496)           (18)

Other (expense) - Interest                          (300)             0

Net (Loss)                                    ($   3,796)    ($      18)
                                               =========      =========

Basic (Loss) per common share                      (0.00)         (0.00)
                                               =========      =========


Weighted Average Common Shares Outstanding     2,240,000      2,240,000
                                               =========      =========


         See Accompanying Notes to These Unaudited Financial Statements.



                                        9

<PAGE>

<TABLE>


Saguaro Industries Ltd. And Subsidiary
(fka Sheffield Rounds, Ltd.)
Unaudited Consolidated Statement Of Operations

--------------------------------------------------------------------------------

<CAPTION>
                                                                      Period From
                                            9 Months    9 Months       Inception
                                             Ended       Ended       July 19, 1996
                                            November    November        Through
                                            30, 2001    30, 2000    November 30, 2001
                                            ---------   ---------   -----------------
<S>                                         <C>         <C>         <C>
Revenue:                                    $   8,619   $       0   $           8,870


Cost of Goods Sold                              3,296           0               3,609
                                            ---------   ---------   -----------------

Gross Profit                                    5,323           0               5,261

Operating Expenses:

Amortization Expense                            1,757           0               2,276
General & Administrative                        4,887          99               7,143
Occupancy Costs                                     0           0               1,200
Professional Fees                              19,124         250              24,184
Salaries                                        4,000           0               4,000
Stock Transfer Fees                               956           0               3,926
                                            ---------   ---------   -----------------
Total G & A                                    30,724         349              42,729
                                            ---------   ---------   -----------------
(Loss) from operations                        (25,401)       (349)            (37,468)


Other (expense) - Interest                       (418)          0               (421)
                                            ---------   ---------   ----------------
Net (Loss)                                 ($  25,819) ($     349) ($         37,889)
                                            =========   =========   ================

Basic (Loss) per common share                   (0.01)      (0.00)
                                            =========   =========

Weighted Average Common Shares Outstanding  2,240,000   2,240,000
                                            =========   =========

</TABLE>

         See Accompanying Notes to These Unaudited Financial Statements.



                                       10

<PAGE>

<TABLE>


Saguaro Industries Ltd. And Subsidiary
(fka Sheffield Rounds, Ltd.)
Consolidated Statement of Shareholders' Equity
(A Company in the Development Stage)
July 19, 1996(Inception) Through November 30, 2001
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                    Deficit
                                                                                                  Accumulated
                                                                                      Additional   During the
                                               Preferred Stock      Common Stock        Paid-In   Development
                                                Shares  Amount     Shares     Amount   Capital       Stage      Total
                                                ------  ------  -----------  -------  ----------  -----------  --------
<S>                                             <C>     <C>     <C>          <C>      <C>         <C>          <C>
Balances, July 19, 1996 (inception) and              0  $    0            0  $     0  $        0  $         0   $     0
 February 28, 1997

Issuance of preferred stock
 at $.10 per share for cash February 5, 1998    50,000   5,000            0        0           0                  5,000

Issuance of common stock in Private Offering
 at $.0005 per share for cash February 5, 1998       0       0      200,000      100           0                    100

Net (Loss)                                           0       0            0        0           0         (175)     (175)
                                                ------  ------  -----------  -------  ----------  -----------  --------
Balances, February 28, 1998                     50,000   5,000      200,000      100           0         (175)    4,925

Issuance of common stock in Private Offering
 at $.0005 per share for cash April, 1998            0       0    1,980,000      990                                990

Net (Loss)                                           0       0            0        0           0       (4,005)   (4,005)
                                                ------  ------  -----------  -------  ----------  -----------  --------
Balances, February 28, 1999                     50,000   5,000    2,180,000    1,090           0       (4,180)    1,910

Net (Loss)                                           0       0            0        0           0       (3,594)   (3,594)
                                                ------  ------  -----------  -------  ----------  -----------  --------
Balances, February 29, 2000                     50,000   5,000    2,180,000    1,090           0       (7,774)   (1,684)

Return of 15,000 preferred shares
 and contribution of $30,000 by preferred
 shareholders, December 11, 2000                                                          30,000                 30,000

Net (Loss)                                           0       0            0        0           0       (4,296)   (4,296)
                                                ------  ------  -----------  -------  ----------  -----------  --------
Balances, February 29, 2001                     50,000   5,000    2,180,000    1,090      30,000      (12,070)   24,020

Net (Loss)                                           0       0            0        0           0      (25,819)  (25,819)

Balances, November 30, 2001                     50,000  $ 5,000  $2,180,000  $ 1,090  $   30,000 ($    37,889) ($ 1,799)
                                                ======  =======  ==========  =======  ==========  ===========   ========
</TABLE>


         See Acompanying Notes to These Unaudited Financial Statements.



                                                        11

<PAGE>

<TABLE>


Saguaro Industries Ltd. And Subsidiary
Unaudited Consolidated Statement Of Cash Flow
(A Company in the Development Stage)
-----------------------------------------------------------------------------------------------

<CAPTION>
                                                                               Period From
                                                        9 Months   9 Months      Inception
                                                          Ended     Ended      July 19, 1996
                                                        November   November       Through
                                                        30, 2001   30, 2000   November 30, 2001
                                                        --------   --------   -----------------
<S>                                                    <C>        <C>        <C>
Cash Flows From Operating Activities:

Net (Loss)                                             ($ 25,576) ($     18) ($          37,889)

Adjustments to reconcile net loss to net cash used in
 operating activities:

Amortization                                               1,757                          2,276

(Increase) in Inventory                                   (1,784)                        (2,540)
(Increase) in Web Site                                      (800)                          (800)
Increase (Decrease) in accounts payable                     (238)         0               1,824
Increase in other accrued liabilities                      1,541          0               1,702
                                                        --------   --------   -----------------
Net cash Flows (used) in operations                      (25,100)       (18)            (35,427)
                                                        --------   --------   -----------------
Cash Flows From Investing Activities:

Purchase of Subsidiary net of Cash                             0          0              (3,971)
                                                        --------   --------   -----------------

Net Cash Flows (used) in Investing activities                  0          0              (3,971)
                                                        --------   --------   -----------------
Cash Flows From Financing Activities:

Increase (Decrease) in Due from Related Party               (500)         0                (300)
Proceeds from Note Payable                                10,125          0              10,125
Capital Contributed by Preferred Shareholder                   0          0              30,000
Issuance of preferred stock                                    0          0               5,000
Issuance of common stock                                       0          0               1,090
                                                        --------   --------   -----------------

Net Cash Flows provided by financing activities            9,625          0              45,915


Net Increase (Decrease) In Cash and cash equivalents     (15,475)       (18)              6,517

Cash and cash equivalents at beginning of period          21,992         35                   0
                                                        --------   --------   -----------------

Cash and cash equivalents at end of period              $  6,517   $     17   $           6,517
                                                        ========   ========   =================


Supplementary Disclosure Of Cash Flow Information:

</TABLE>

         See Accompanying Notes to These Unaudited Financial Statements.



                                       12

<PAGE>



Saguaro Industries, LTD.
Notes To Unaudited Consolidated Financial Statements
For The Nine Month and Three Month Period Ended November 30, 2001
-----------------------------------------------------------------


Note 1 - Unaudited Financial Information
----------------------------------------

The unaudited financial  information included for the three month and nine month
interim  period  ended  November  30, 2001 were taken from the books and records
without audit.  However,  such information reflects all adjustments  (consisting
only of normal  recurring  adjustments,  which are of the opinion of management,
necessary to reflect  properly  the results of interim  period  presented).  The
results of operations  for the nine month period ended November 30, 2001 are not
necessarily  indicative  of the  results  expected  for the  fiscal  year  ended
February 28, 2002.

Note 2 - Note Payable, related Party
------------------------------------

The note payable on the accompanying  balance sheet is a note to a related party
dated July 26,  2001 and bears  interest  at 12% per annum.  The  principal  and
interest  is due no later  than  twelve  months  from the date of the note.  The
Company has not made any  payments of  principal  or interest as of November 30,
2001.

Note 3 - Financial Statements
-----------------------------

For a complete set of footnotes,  reference is made to the  Company's  Report on
Form 10-SB for the year ended February 28, 2001 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.




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<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        SAGUARO INDUSTRIES, LTD.
                                        (Registrant)

                                        Dated: January 14, 2002



                                        By:   s/Patricia L. Manning
                                           ------------------------------------
                                           Patricia L. Manning,
                                           President


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