SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                      Commission File Number
June 30, 1999                                                0114873


                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                 ---------------------------------------------
             (Exact name of registrant as specified in its charter)


                  Colorado                           84-1384961
         ------------------------                    --------------------
         (State of incorporation)                    (I.R.S. Employer
                                                     Identification No.)

             10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
         -------------------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code: (303) 422-8127


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 such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                            Yes          No    X
                                -----        -----

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

                   1,442,028 common shares as of June 30, 1999


<PAGE>



Part I:  FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                            ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                                                   (A Development Stage Company)
                                                            (Unaudited)

                                                   BALANCE SHEETS (Stated in US
                                                 Dollars) (Unaudited--See Note 1)


                                                      ASSETS
                                                                       June 30,                  December 31,
                                                                       1999                      1998

                                                                              <S>                            <C>
Current
 Cash                                                                                $0                             $0
                                                               ------------------------ ------------------------------
                                                                                     $0                             $0
                                                               ======================== ==============================
                                                      LIABILITIES
                                                               ======================== ==============================
Current
  Accounts payable                                                               62,786                        $62,786
                                                               ------------------------ ------------------------------
                                                 STOCKHOLDERS' EQUITY
                                                               ------------------------ ------------------------------
Preferred stock, no par value,
5,000,000 shares authorized, none
issued

Common stock, no par value
20,000,000 shares authorized;
1,442,028 issued & outstanding                                                   61,507                         61,507
Deficit accumulated during the                                                (123,293)                      (123,293)
development stage
                                                               ------------------------ ------------------------------
Total Stockholders' Equity                                                     (61,836)                       (61,836)
                                                               ------------------------ ------------------------------
                                                                                     $0                             $0
                                                               ======================== ==============================
</TABLE>



                                              SEE ACCOMPANYING NOTES
                                                        F-1


<PAGE>

<TABLE>
<CAPTION>


                                    ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                                           (A Development Stage Company)

                                              STATEMENT OF OPERATIONS
                         for the three and six month periods ended June 30, 1999 and 1998
                                              (Stated in US Dollars)
                                             (Unaudited - See Note 1)



                                                    Three months ending                Six months ending
                                                         June 30                            June 30,
                                                         -------                            --------
                                                     1999        1998                   1999              1998
                                                     ----        ----                   ----              ----

<S>                                                   <C>                   <C>                  <C>                   <C>
Expenses
 Amortization                                                $-                    $-                   $-                    $-
 General & Admin   Expenses
                                                              -                     -                    0                     -
 Management fees                                             $0                    $-                    0                    $-
                                                 -------------------- --------------------- --------------------  ------------------
Loss before the following:                                    0                     -                    0                     -
Unauthorized distribution                                     -                     -                    -                     -
Gain on Settlement of debt                                    0                     -                    0                     -
                                                 -------------------- --------------------- --------------------  ------------------
Net income (loss) for the
period                                                        0                     -                    0                     -
                                                 ==================== ===================== ====================  ==================
Net income per share                                          -                     -                    -                     -
                                                 ==================== ===================== ====================  ==================
Weighted average number of
common shares outstanding                             1,442,028             1,442,028            1,442,028             1,442,028
                                                 ==================== ===================== ====================  ==================

</TABLE>

                                              SEE ACCOMPANYING NOTES
                                                        F-2


<PAGE>

<TABLE>
<CAPTION>


                                            ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                                                   (A Development Stage Company)
                                                      STATEMENT OF CASH FLOWS
                                          for the six months ended June 30, 1999 and 1998
                                                      (Stated in US Dollars)
                                                     (Unaudited - See Note 1)

                                                                                          Six months ended

                                                                           June 30, 1999                   June 30, 1998
                                                       --------------------------------- -------------------------------
<S>                                                                                   <C>                             <C>
Cash flow to operating activities:
Net gain (loss)                                                                       $0                              $0
Adjustments to reconcile net
loss to net cash used in
operations
Accounts payable                                                                       0                               -
Management fees                                                                        0                               -
Amortization                                                                           -                               -
Changes in non-cash items:
Accounts payable                                                                       0                               0
                                                       --------------------------------- -------------------------------
Net cash used in operating
activities                                                                             -                               -
                                                       --------------------------------- -------------------------------
Cash flows to investing
activities                                                                             -                               -
Organization costs
                                                       --------------------------------- -------------------------------
Net cash used in investing
activities:                                                                            -                               -
                                                       --------------------------------- -------------------------------
Cash flows to financing
activities:
Proceeds from issuance of
common stock                                                                           -                               -
Payment of offering costs                                                              -                               -
Contributed capital                                                                    -                               -
                                                       --------------------------------- -------------------------------
Net cash provided by
financing activities                                                                   -                               -
                                                       --------------------------------- -------------------------------
Net increase in cash                                                                   -                               -
Cash, beginning of period                                                              0                               0
                                                       --------------------------------- -------------------------------
Cash, end of period                                                                   $0                              $0
                                                       ================================= ===============================

</TABLE>


                             SEE ACCOMPANYING NOTES
                                       F-3


<PAGE>



                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                  June 30, 1999
                                    Unaudited

Note A- Summary of Significant Accounting Policies:

A Summary of the significant  accounting  policies  consistently  applied in the
preparation of the accompanying financial statements follows:

1.  Development Stage Company.
    -------------------------

Rocky Mountain  Financial  Enterprises,  Inc. was incorporated  December 2, 1993
under the laws of the State of  Colorado  for the  purpose  of  engaging  in the
transactions  of all  lawful  business.  The  Company  is  presently  engaged in
providing consulting services as to methods of obtaining financing.  Activity to
date has been primarily  organization  of the Company.  Although the company has
commenced  its principal  business  operations,  the revenues  therefrom are not
significant enough to warrant a reclassification from the status of a company in
the development stage.

The  accompanying  financial  statements have been prepared on the going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The company's  continuation  as a
going concern is dependent on its ability to generate  sufficient  cash flows to
meet its obligations on a timely basis, to raise  additional as may be required,
and ultimately to attain successful operations.  The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

2.  Basis of Accounting
    -------------------

The financial statements are presented on the accrual basis of accounting.

The Corporation's fiscal year end is December 31.

Organizational costs are being amortized over a 60-month period.

Cash Equivalents:
----------------

For purposes of the statement of cash flows, the Corporation  considers all cash
and other highly liquid  investments with initial  maturities of three months or
less to be cash equivalents.

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 those estimates.

Net Loss Per Share:
------------------

Net loss per share is based on the weighted  average number of common shares and
common share equivalents outstanding during the period.

                                       F-4



<PAGE>



                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                  June 30, 1999
                                    Unaudited


3.  Stockholders' Equity
    --------------------

Of the  20,000,000  shares of no par value  common stock  authorized,  1,000,000
shares were issued to the officers of the  Corporation  for  services  rendered.
These  services  were valued at $1,000 and are  included  in the  organizational
costs.

4.  Notes Payable
    -------------

Notes Payable consists of the following:

Notes Payable to G. Paul Music Ltd., 7% annual rate,
note started September 19, 1994 and matured
May 31, 1995.                                                          $10,000

Notes Payable to Sole Track, Inc.,
Non-interest bearing and uncollateralized.                              17,488

Notes Payable to Steven L. Earley for                                  $25,000
for consideration of making the loan Mr. Earley
was given 250,000 shares. This Note is a non-interest
bearing demand note.                                                    25,000

Total Notes Payable                                                    $52,488

5.  Related Party Transaction
    -------------------------

The officers and  directors of this company are also  officers and  directors of
other  companies.  The chairman of the board loaned the Company funds  utilizing
non-interest-bearing demand notes.

6.  Officers and Directors Compensation
    -----------------------------------

On June 1,  1994,  the  Board of  Directors  authorized  that the  Company  will
compensate  each of its two Officers  $2,000 per month and one director $500 per
month  for  their  services  to  the  company.  The  chairman  stated  that  the
compensation  referred to above has been canceled and the officers and directors
will not be paid the above mentioned remuneration.


                                       F-5



<PAGE>



ITEM 2.           MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THREE MONTH PERIOD IN 1999 COMPARED TO THE SAME PERIOD
IN 1998.

The Company experienced no expenses for the three month period in 1999 and $0 in
1998.  The Company had no revenues  for the period in 1999 or 1998.  The Company
recorded no income or loss for the period in 1999 or in the same period in 1998.
The Company will probably experience losses until income can be achieved through
business operations.  While the Company may seek capital sources for investment;
there is no assurance that such can be found.


RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 1999,  COMPARED TO THE
SAME PERIOD IN 1998.

The Company had no revenues from  operations for the six month period in 1999 or
in 1998. The Company incurred no operating  operating  expenses in the period in
1999, and no expenses in 1998 and no profit or loss in 1998 or 1999. The Company
had no income  or loss in the  period  in 1999 and in the  period  in 1998,  the
Company had no income or loss.

Losses will  probably  occur until  business  revenues  can be achieved of which
there is no assurance.

LIQUIDITY AND CAPITAL RESOURCES

The Company had no cash  capital at the end of the period.  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.


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None



<PAGE>



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

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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



<PAGE>


                                   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.

Date: September 10, 1999



                                     ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.


                                     /s/ Gregory Boyd
                                     -------------------------------------------
                                     Gregory Boyd, President