SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB/A

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period ended: May 31, 2000

                         Commission file number 000-30129

                               S.D.E. HOLDINGS 2, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

         Nevada                                  84-1529309
         --------                                ----------
(State or other jurisdiction of                  (I.R.S. Employer incorporation
or organization)                                 Identification No.)


                       7609 Ralston Road, Arvada, CO 80002
               ---------------------------------------------------
                     Address of principal executive offices)

                                 (303) 422-8127
                                 ---------------
                           (Issuer's telephone number)


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  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.

Yes X  No

As of May 31, 2000 1,000,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>
                              SDE HOLDINGS 2, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                                 MAY 31, 2000
                                   (UNAUDITED)

<PAGE>

<PAGE>
<TABLE>
<CAPTION>

                                                                    S.D.E. HOLDINGS 2 INC.
                                                                 (A Development Stage Company)
                                                                        BALANCE SHEETS


<S>                                                                        <C>                   <C>

                                                                            ASSETS

                                                                                 May 31,            February 29,
                                                                                  2000                  2000
                                                                           ------------------    -----------


CURRENT ASSETS, Cash                                                       $            1,495    $           -
                                                                           ==================    =============



                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES, Payable to related parties                            $            2,220    $               20
                                                                           ------------------    ------------------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY (DEFICIT):


     Common stock, $.001 par value, 25,000,000 shares
authorized, 1,000,000 shares  issued and
outstanding                                                                             1,000                 1,000
     Stock subscription receivable                                                     -                       (800)
     (Deficit) accumulated during the development stage                                (1,725)                 (220)
                                                                           ------------------    ------------------

                  Total Stockholders' Equity (Deficit)                                   (725)                  (20)
                                                                           ------------------    ------------------

                                                                           $            1,495    $           -

                                                                           ==================    =============
  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                                    S.D.E. HOLDINGS 2 INC.
                                                                 (A Development Stage Company)
                                                                   STATEMENTS OF OPERATIONS



<S>                                                                     <C>                 <C>



                                                                                               Cumulative
                                                                                                  from
                                                                                               January 19,
                                                                                                  2000
                                                                          For the Three        (Inception)
                                                                           Months Ended            to
                                                                             May 31,              May 31,
                                                                                2000              22000
                                                                        ----------------- -------------

REVENUE
     Interest income                                                    $          -        $          -
                                                                        -----------------   ------------

EXPENSES:
     General and administrative                                                     1,505               1,725
                                                                        -----------------   -----------------

                  Total Expenses                                                    1,505               1,725
                                                                        -----------------   -----------------

NET (LOSS)                                                              $          (1,505)  $          (1,725)
                                                                        =================   =================


NET (LOSS) PER COMMON SHARE - BASIC                                     $          *
                                                                        ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES    OUTSTANDING                         1,000,000
                                                                        =================

*Less than $(.01)

</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATMENTS


<PAGE>
<TABLE>
<CAPTION>



                                                                    S.D.E. HOLDINGS 2 INC.
                                                                 (A Development Stage Company)
                                                                   STATEMENTS OF CASH FLOWS
<S>                                                                       <C>                   <C>


                                                                                                    Cumulative
                                                                                                       from
                                                                                                    January 19,
                                                                                                       2000
                                                                             For the Three          (Inception)
                                                                             Months Ended               to
                                                                                May 31,               May 31,
                                                                                  2000                  2000
                                                                          -----------------     ------------


CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
     Net (loss) from operations                                           $          (1,505)    $          (1,725)
     Adjustments to reconcile net (loss) to net cash provided by
 operating activities:
        Changes in:
         Payable to related parties                                                   2,200                 2,220
                                                                          -----------------     -----------------

                  Net Cash Provided by Operating Activities                             695                   495
                                                                          -----------------     -----------------



CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
     Collection of subscription receivable                                              800                   800
     Common stock issued for cash                                                    -                        200
                                                                          -----------------     -----------------

                  Net Cash Provided by Financing Activities                             800                 1,000
                                                                          -----------------     -----------------



NET INCREASE (DECREASE) IN CASH                                                       1,495                 1,495

CASH, beginning of period                                                            -                     -
                                                                          -----------------     ------------

CASH, end of period                                                       $           1,495     $           1,495
                                                                          =================     =================
</TABLE>

  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





<PAGE>

                             S.D.E. HOLDINGS 2 INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.

The results for the three months ended May 31, 2000 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10
filed with the Securities and Exchange Commission for the period ended February
29, 2000.

NOTE 2 - RELATED PARTY TRANSACTIONS

In March 2000 the Company received advances of $2,200 from stockholders and $800
of which satisfied the subscription receivable.

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.
- - ------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

The Company had $0 cash capital at the end of the period and no current  assets.
The Company will be forced to either borrow or make private  placements of stock
in order to fund  operations.  No assurance  exists as to the ability to achieve
loans or make private placements of stock.

Results of Operations for the Three Month Period Ended May 31, 2000 compared to
same period in 1999
- ------------------------------------------------------------------------------

     The Company had no  operations or revenues for the three month period ended
May 31,  in 2000 or  1999.  The  Company  incurred  general  and  administrative
expenses of $1,505 in the three month period in 2000.  The Company had a loss in
the three month period in 2000  ($1,505).  The loss per share was nominal in the
period in 2000.

     (a) Plan of Operation.  S.D.E.  Holdings 2, Inc. (the "Company") intends to
seek to acquire assets or shares of an entity actively engaged in business which
generates  revenues,  in  exchange  for  its  securities.  The  Company  has  no
particular  acquisitions  in mind  and has not  entered  into  any  negotiations
regarding such an acquisition. As of the date of this report, the Company has no
plans, arrangements, understandings or commitments with respect to any potential
merger or acquisition,  nor is the Company engaged in negotiations  with respect
to such matter.


<PAGE>



transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

     (b) Liquidity and Capital Resources.  At May 31, 2000, the Company had
minimal cash or other assets with which to conduct  operations.  There can be no
assurance  that the Company will be able to complete  its  business  plan and to
exploit fully any business  opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity,  the
Company is unable to predict  the  period for which it can  conduct  operations.
Accordingly,  the Company will need to seek additional  financing through loans,
the sale and issuance of  additional  debt and/or  equity  securities,  or other
financing  arrangements.  Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business  plan.  Management  believes  that the Company has  inadequate  working
capital to pursue any  operations  at this time;  however,  loans to the Company
from management and its counsel may facilitate development of the business plan.
For the  foreseeable  future,  the Company  through its  management  and counsel
intend to pursue  acquisitions  as a means to develop the  Company.  The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period,  the Company had no material cash or cash  equivalents.  There
was no significant change in working capital during this quarter.

<PAGE>




PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
- - --------------------------

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party,  however,  the
Company  has had three  judgments  rendered  against it for  collection  for old
obligations for money due. Such judgements remain  unsatisfied,  and are carried
as liabilities in the balance sheet.

Item 2. Changes in Securities.
- - ------------------------------

         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
- - ----------------------------------------

         (Not applicable)

Item 4. Submission of Matters to a Vote of Security Holders.
- - ------------------------------------------------------------

         (Not applicable)

Item 5. Other Information.
- - --------------------------

         (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
- - -----------------------------------------

         (a) Exhibits

         No exhibits as set forth in Regulation SB, are  necessary for this
filing.

         (b) Reports on Form 8-K

         No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.

<PAGE>
 SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     S.D.E. Holdings 2, Inc.


Date: August 22, 2002
                                                   /s/Scott Deitler
                                                    ------------------
                                                    Scott Deitler, President