UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
                   ACT REPORTING REQUIREMENTS

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001
Commission File No. 000-30059






                       BENNETT REED, INC.
     (Exact name of registrant as specified in its charter)







Nevada                                            86-0930440
(State of organization) (I.R.S. Employer Identification No.)

16810 E. Avenue of the Fountains, #200, Fountain Hills, Arizona 85268
(Address of principal executive offices)

Registrant's telephone number, including area code (602) 837-0017

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

There are 3,000,000 shares of common stock outstanding as of
March 31, 2001.

                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                  Michael L. Stuck C.P.A., P.C.
                   7641 E. Gray Road, Suite G
                      Scottsdale, AZ. 85260
                          480-607-1084

                                                      May 3, 2001

Board of Directors and Stockholders
Bennett - Reed, Inc.
Fountain Hills, Arizona

      We have compiled the accompanying balance sheets of Bennett
-  Reed,  Inc. as of March 31, 2001 and March 31, 2000,  and  the
related statements of income, changes in stockholders' equity and
cash  flows  for the three months then ended, in accordance  with
the  Statement  of Standards for Accounting and  Review  Services
issued by the American Institute of Certified Public Accountants.
      A  compilation  is limited to presenting  in  the  form  of
financial  statements information that is the  representation  of
management.   We  have not audited or reviewed  the  accompanying
financial   statements   and  supplementary   information,   and,
accordingly,  do  not express an opinion or  any  other  form  of
assurance on them.
      As  discussed  in  Note  1, the Company  has  been  in  the
development  stage  since its inception  on  February  25,  1998.
Realization of the major portion of its assets is dependent  upon
the  Company's ability to meet its future financing requirements,
and  the success of future operations. The accompanying financial
statements  have  been prepared assuming that  the  Company  will
continue as a going concern.

      The  financial statements for the year ended  December  31,
2000  and  December 31, 1999, were audited by us and we expressed
an  unqualified opinion on the statements in their  report  dated
February 14, 2000.  We have not performed any auditing procedures
since that date.
                      Bennett - Reed, Inc.
                (a development stage enterprise)
                          BALANCE SHEET
      March 31, 2001, March 30, 2000 and December 31, 2000
<TABLE>
<S>                                          <C>          <C>
                         ASSETS

                                  Unaudited   Unaudited     Audited
                                  March 31,   March 31,    December
                                    2001        2000          31,
                                                             1999
CURRENT ASSETS
Cash                                    -0-    $     -0-    $     -0-

PROPERTY AND EQUIPMENT                  -0-          -0-    $     -0-
                                  ---------    ---------    ---------
                                  $     -0-    $     -0-    $     -0-
                                  =========    =========    =========

             LIABILITIES AND STOCKHOLDERS'
                         EQUITY
CURRENT LIABILITIES
Loan payable                            900    $     -0-    $     900
                                   --------    ---------    ---------
TOTAL CURRENT LIABILITIES                      $     -0-    $     -0-
                                   --------    ---------    ---------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
20,000,000 shares authorized,
3,000,000 shares issued and
outstanding                           3,000        3,000        3,000
Preferred stock, $.001 par
value,
5,000,000 shares authorized, no
shares issued and outstanding                        -0-          -0-
Deficit accumulated during
development stage                   (3,900)      (3,000)      (3,900)
                                   --------    ---------    ---------
                                                 (3,000)      (3,000)
                                   --------    ---------    ---------
Total stockholders' equity              900          -0-        (900)
                                   --------    ---------    ---------
                                  $     -0-    $     -0-    $     -0-
                                   ========    =========    =========
</TABLE>

See accompanying accountant's report.
The  accompanying notes are an integral part of  these  financial
statements.

                              Bennett - Reed, Inc.
                        (stage enterprise a development)
                              STATEMENTS OF INCOME
          For the Three Months Ended March 31, 2001 and March 31, 2000
             The Years Ended December 31, 2000 and December 31, 1999
          and the Period February 25, 1998 (inception) to March 31, 2001
<TABLE>
<S>                    <C>           <C>          <C>            <C>           <C>
                                                                               February 25,
                                                                                   1998
                               Unaudited                    Audited            (inception)
                                                                                    to
                        Three Months Ended March          Year Ended            March 31,
                                   31
                           2001          2000     December 31,   December 31,      2001
                                                      2000           1999

REVENUE                    $    -0-      $    -0-      $    -0-       $   -0-      $    -0-

COST OF SALES                   -0-           -0-           -0-           -0-           -0-
                          ---------     ---------     ---------      --------      --------
GROSS PROFIT                    -0-           -0-           -0-           -0-           -0-

OPERATING EXPENSES
Filing Fees                     -0-           -0-           -0-           -0-           300
Professional Fees               -0-           -0-           900           -0-         3,600
                          ---------     ---------     ---------      --------      --------
                                -0-           -0-           900           -0-         3,900
                          ---------     ---------     ---------      --------      --------
NET INCOME (LOSS)
BEFORE INCOME TAXES           (-0-)         (-0-)         (900)         (-0-)       (3,900)

INCOME TAXES                    -0-           -0-           -0-           -0-           -0-
                          ---------     ---------     ---------      --------      --------
NET INCOME (LOSS)         $   (-0-)    $    (-0-)      $  (900)      $  (-0-)     $ (3,900)
                          =========    ==========     =========      ========     =========

EARNINGS PER SHARE OF
COMMON
STOCK                     $     -0-    $      -0-      $    -0-      $    -0-


WEIGHTED AVERAGE
NUMBER
OF SHARES OUTSTANDING     3,000,000     3,000,000     3,000,000     3,000,000
</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.

                              Bennett - Reed, Inc.
                        (a development stage enterprise)
                            STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 2001 and March 31, 2000
             The Years Ended December 31, 2000 and December 31, 1999
         and the Period February 25, 1998 (inception) to March 31, 2001


<TABLE>
<S>                      <C>            <C>          <C>         <C>           <C>


                                 Unaudited                   Audited             February 25,
                                                                                     1998
                          Three Months Ended March          Year Ended          (inception) to
                                     31
                             2001          2000       December   December 31,   March 31, 2001
                                                      31, 2000       1999

Net Income/(Loss)           $     -0-      $    -0-  $    (900)       $   -0-          $ (3,900)
Adjustments to
reconcile net income to
net cash provided by
operating activities:
Loan payable:                     -0-
                                                -0-         900           -0-                900
                            ---------     ---------    --------       -------           --------
Cash From Operations              -0-           -0-         -0-           -0-            (3,000)
                            ---------     ---------    --------       -------           --------
Cash From Investing
Activities                        -0-           -0-         -0-           -0-                -0-
                            ---------     ---------    --------       -------           --------
Cash From Financing
Activities
Stock issued                      -0-           -0-         -0-           -0-              3,000
                            ---------     ---------    --------       -------           --------

Net Increase in Cash              -0-           -0-         -0-           -0-                -0-

Beginning Cash Balance            -0-           -0-         -0-           -0-                -0-
                            ---------     ---------    --------       -------           --------
Ending Cash Balance         $     -0-     $     -0-    $    -0-       $   -0-            $   -0-
                            =========     =========    ========       =======           ========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Professional fees incurred by the Company were paid directly by a shareholder of
the Company.

See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.

                              Bennett - Reed, Inc.
                        (a development stage enterprise)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                 March 31, 2001

<TABLE>
<S>                  <C>       <C>        <C>          <C>         <C>          <C>         <C>
                                                                                 Deficit
                                                                                Accumulated
                                                                     Paid in      During
                     Preferred    Stock       Common       Stock      Capital    Development
                       Stock     Amount      Stock       Amount      Amount       Stage        Total

Balance February
25, 1998                  -0-    $    -0-          -0-     $   -0-     $   -0-     $   -0-       $  -0-

Stock issued              -0-         -0-    3,000,000       3,000         -0-         -0-        3,000

Retained Earnings
(Loss)                    -0-         -0-          -0-         -0-         -0-     (3,000)      (3,000)
                      -------    --------    ---------    --------    --------    --------     --------
Balance December
31, 1998                  -0-         -0-    3,000,000       3,000         -0-     (3,000)          -0-

Retained Earnings
(Loss)                    -0-         -0-          -0-         -0-         -0-         -0-          -0-
                      -------    --------    ---------    --------    --------    --------     --------
Balance December
31, 1999                  -0-         -0-    3,000,000       3,000         -0-     (3,000)          -0-

Retained Earnings
(Loss)                    -0-         -0-          -0-         -0-         -0-       (900)        (900)
                      -------    --------    ---------    --------    --------    --------     --------
Balance December
31, 2000                  -0-         -0-    3,000,000     $ 3,000         -0-     (3,900)        (900)

Retained Earnings         -0-         -0-          -0-         -0-         -0-         -0-          -0-
(Loss)

Balance March 31,         -0-         -0-    3,000,000       3,000         -0-     (3,900)        (900)
2001
                      =======    ========    =========    ========    ========    ========     ========
</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.

                      Bennett - Reed, Inc.
                (a development stage enterprise)
                  Notes to Financial Statements
      March 31, 2001, December 31, 2000 and March 31, 2000


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Description of Operations

         The  Company was organized under the laws of  the  state
         of  Nevada  in 1998 and is authorized to do business  in
         the  United  States.  The Company has  no  revenue  from
         operations  during the period covered by this  financial
         statement.

         Method of Accounting

         These  financial statements are prepared on the  accrual
         basis   of   accounting  in  accordance  with  generally
         accepted  accounting principles.  Consequently, revenues
         are  recognized when earned and expenses are  recognized
         when the obligation is actually incurred.

         Income Taxes and Cash Flows

         The  Company accounts for income taxes and the statement
         of  cash  flows in accordance with Financial  Accounting
         Standards Board Statement No. 109 and No. 95.

         Cash and Cash Equivalents

         Cash  and  cash  equivalents include all  highly  liquid
         investments  with  a maturity of three  months  or  less
         when purchased.

  NOTE 2:  CASH

         The Company has no bank accounts at this time.

  NOTE 3 - EARNINGS PER SHARE

         Earnings  per  share has been computed by  dividing  net
         income/(loss) by the weighted average number  of  common
         shares  outstanding for the period.  There are no  items
         which  are deemed to be common stock equivalents  during
         the audit period.

  NOTE 4: COMMON STOCK

         As  of  March 31, 2001, December 31, 2000 and March  31,
         2000,  the Company had 3,000,000 shares of common stock,
         par value $0.001, issued and outstanding.

  NOTE 5 - LEASE COMMITMENTS

         The  Company currently has no commitments for leases  or
         contingencies.

  NOTE 6 - USE OF ESTIMATES

         The preparation of financial statements in conformity
         with Generally Accepted Accounting Principles requires
         management to make estimates and assumptions that
         affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from these
         estimates.

ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation,   those  expectations  reflected  in  forward-looking
statements contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of  its  Form  10-SB filed with the SEC on March  22,  2000.  The
description  of the current plan of operation is incorporated  by
reference to Section 2 of its Form 10-SB.

                           Competition

The  Company will remain an insignificant participant  among  the
firms  which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which   have   significantly  greater  financial  and   personnel
resources  and technical expertise than the Company. In  view  of
the  Company's combined extremely limited financial resources and
limited management availability, the Company will continue to  be
at   a  significant  competitive  disadvantage  compared  to  the
Company's competitors.

                            Employees

The  Company has no full time or part-time employees. None of the
officers  and directors anticipates devoting more than ten  (10%)
percent  of his or her time to Company activities. The  Company's
President and Secretary have agreed to allocate a portion of said
time  to  the  activities of the Company,  without  compensation.
These officers anticipate that the business plan of the Company 8
can  be  implemented by their devoting minimal time per month  to
the  business affairs of the Company and, consequently, conflicts
of interest may arise with respect to the limited time commitment
by  such  officers. See "Item 5 - Directors, Executive  Officers,
Promoters and Control Persons - Resumes" on the Form 10-SB  filed
with the SEC on March 22, 2000.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

No issues of securities and no changes in the existing securities
took place during the period covered by this report.  At the  end
of  the  quarter  there  were 3,000,000 shares  of  common  stock
outstanding.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

a)     The  exhibit  consisting  of  the  Company's  Articles  of
  Incorporation is attached to the Company's Form 10-SB, filed on
  March 22, 2000. This exhibit is incorporated by reference to that
  Form.

b)    The  exhibit consisting of the Company's Bylaws is attached
  to  the Company's Amended Form 10-SB, filed on March 22,  2000.
  This exhibit is incorporated by reference to that Form.

Reports on Form 8-K:  None

                           SIGNATURES

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



                           Bennett Reed, Inc.



                           By:/s/ Bruce Eaton
                              Bruce Eaton, President



                           Date: May 15, 2001