SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended March 31, 2001.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from              to            .



         Commission file number: 0-29323
                                 -------


                            CAIRO ACQUISITIONS, INC.
        (Exact name of small business issuer as specified in its charter)




                    Nevada                                    87-0643634
                    ------                                    ----------
       (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                    Identification No.)





                 1403 East 900 South, Salt Lake City, Utah 84105
                 -----------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 582-9609
                                 --------------
                           (Issuer's telephone number)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 XX       No
                                       -----       ----------


The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of May 14, 2001 was 6,562,500.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

Unaudited Balance Sheet as of March 31, 2001...................................4

Unaudited Statement of Operations for the three months ended March 31, 2001 and
2000 and the period since Date of Inception to March 31, 2001..................5

Unaudited Statement of Cash Flows for the three months ended March 31, 2001 and
2000 and the period since Date of Inception to March 31, 2001..................6

Notes to Unaudited Financial Statements........................................7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............8

                                     PART II

ITEM 2.  RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . . . . . . . . .8

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

SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10













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                                        2

<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used herein,  the term "Company" refers to Cairo  Acquisitions Inc., a Nevada
corporation,  unless otherwise indicated. Unaudited interim financial statements
including  a balance  sheet for the  Company as of the  quarter  ended March 31,
2001, statement of operations and statement of cash flows for the interim period
up to the date of such  balance  sheet and the  period  since  inception  of the
preceding  year are  attached  hereto as Pages 4 through 6 and are  incorporated
herein by this reference.




























                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]



                                        3

<PAGE>








                            Cairo Acquisitions, Inc.
                         (A Developmental Stage Company)
                             Unaudited Balance Sheet
                              As of March 31, 2001
<TABLE>
<CAPTION>

                                                                         March 31, 2001
                                                                           (unaudited)
                                                                           -----------
<S>                                                                     <C>
ASSETS
      Current Assets - cash                                                $     2,957
                                                                           -----------

            Total Current Assets                                           $     2,957
                                                                           ===========


LIABILITIES AND STOCK HOLDERS' EQUITY
      Current Liabilities:
            Accounts Payable / Related Parties                                   2,500
            Accrued Expenses                                                     1,652
                                                                           -----------

            Total Current Liabilities                                            4,152
                                                                           -----------

      Stockholders' deficit
            Preferred stock ($.001 par value, 5,000,000
                 shares authorized; no shares issued and
                 outstanding                                                         -
            Common stock ($.001 par value 45,000,000
                shares authorized; 6,562,500 shares issued  and
                outstanding as of March 31,  2001                                6,563
            Additional paid in capital                                           2,799
            Accumulated deficit                                                (10,557)
                                                                           -----------

                 Total stockholders' equity                                     (1,195)
                                                                           -----------

TOTAL LIABILITIES AND EQUITY                                               $     2,957
                                                                           ===========


</TABLE>


    The accompanying notes are an integral part of these financial statements









                                        4

<PAGE>

                            Cairo Acquisitions, Inc.
                         (A Developmental Stage Company)
                       Unaudited Statements of Operations
               For The Three Months Ended March 31, 2001 and 2000
                                       and
       For the period from Inception (December 7, 1999) to March 31, 2001
<TABLE>
<CAPTION>
                                                     Three             Three          December 7,
                                                     months            months             1999
                                                     ended             ended         (inception) to
                                                    March 31,         March 31,         March 31,
                                                      2001               2000            2001
                                                 --------------      -----------      ----------
<S>                                             <C>                 <C>              <C>

Revenues                                         $            -      $         -      $        -
General and Administrative Costs                            308           (6,931)          10,557
                                                 --------------      -----------      ----------

Net Loss                                                   (308)          (6,931)        (10,557)

                                                 ==============      ===========      ==========

Loss per common share-basic and diluted          $            -      $         -      $

                                                 ==============      ===========      ==========

Weighted average common shares basic and
diluted                                             6,044,000         4,987,000
                                                 ==============      ===========      ==========

</TABLE>



    The accompanying notes are an integral part of these financial statements



                                        5

<PAGE>






                            Cairo Acquisitions, Inc.
                         (A Developmental Stage Company)
                       Unaudited Statements of Cash Flows
               For The Three Months Ended March 31, 2001 and 2000
                                       and
       For the period from Inception (December 7, 1999) to March 31, 2001
<TABLE>
<CAPTION>


                                                                Three          Three         December
                                                                months         months        7, 1999
                                                                ended          ended       (inception)
                                                               March 31,      March 31,     to March
                                                                 2001          2000         31, 2001
                                                               -------      ---------      ---------
<S>                                                           <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net Loss                                                $ (308)      $ (6,931)      $(10,557)
       Adjustments to reconcile Net Loss to Net Cash
       provided by (used in) operations:
             Stock compensation expense                              -          5,007          5,007
             Decrease in stock subscription receivable               -            445              -
             Increase (decrease) in accounts payable and
             accrued expenses                                    (282)          1,990          1,652
                                                               -------      ---------      ---------

       Net cash provided by (used in) Operating Activities       (590)            511        (3,898)
                                                               -------      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                 -              -              -

CASH FLOWS FROM FINANCING ACTIVITIES
       Increase in related party receivable                          -              -          2,500
       Decrease in stock subscription receivable                     -              -            445
       Issuance of common stock                                  3,000              -          3,910
                                                               -------      ---------      ---------
       Net Cash Provided by Financing Activities                 3,000              -          6,855

NET CASH INCREASE                                                2,410            511          2,957
                                                               -------      ---------      ---------

CASH, BEGINNING OF PERIOD                                          547              -              -
                                                               -------      ---------      ---------

CASH, END OF PERIOD                                            $ 2,957      $     511      $   2,957

</TABLE>




    The accompanying notes are an integral part of these financial statements

                                        6

<PAGE>



                             CAIRO ACQUISITIONS, INC
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 2001


1.  Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting  principles and should,  therefore,  be read in conjunction  with the
Company's  Form 10-KSB for the period ended  December  31, 2000,  filed with the
Securities  and  Exchange  Commission.  These  statements  do include all normal
recurring   adjustments  which  the  Company  believes   necessary  for  a  fair
presentation  of  the  statements.   The  interim   operating  results  are  not
necessarily  indicative  of the results to be  expected  for the full year ended
December 31, 2001.

2.  Sale of Securities

On March 28, 2001,  the Company sold 520,000  shares of common stock , $.001 par
value, to Kelly's Coffee Group, Inc. in a private placement.  The stock was sold
at a price of $.00577 per share for a total of $3,000.00.

3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the Company's Form 10-KSB for the period ended December 31, 2000, filed with the
Securities  and Exchange  Commission.  Therefore,  those  footnotes are included
herein by reference.




                                        7

<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company's plan of operation for the coming year is to identify and acquire a
favorable business  opportunity.  The Company does not plan to limit its options
to any particular  industry,  but will evaluate each  opportunity on its merits.
The  Company  anticipates  that its owners,  affiliates,  and  consultants  will
provide it with sufficient  capital to continue  operations until the end of the
second quarter of 2001, but there can be no assurance that this expectation will
be fully realized.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses  unless and until it acquires  an  interest in an  operating
company.

                                     PART II

ITEM 2.           RECENT SALES OF UNREGISTERED SECURITIES

On March 28, 2001,  the Company issued 520,000 shares of common stock to Kelly's
Coffee Group, Inc. for cash, pursuant to section 4(2) of the Securities Act in a
private  transaction.  The Company  made this  offering  based on the  following
factors:  (1) The  issuance  was an isolated  private  transaction  that did not
involve a public offering;  (2) there was no subsequent  contemporaneous  public
offerings  of the  stock;  (3)  the  stock  was not  broken  down  into  smaller
denominations;  and (4) the  negotiations  for the sale of the  stock  too place
directly between the offeree and the Company.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  No reports on Form 8-K were filed during the
         period covered by this Form 10-QSB.









                                        8

<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned,  hereunto  duly
authorized, this 14th day of May, 2001.



CAIRO ACQUISITIONS, INC.

/s/Ruairidh Campbell                              May 14, 2001
---------------------                             -------------------
Ruairidh Campbell                                 Date
President and Director













                                        9

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.               DESCRIPTION

3(i)              *                 Articles of Incorporation of the Company
                                    (incorporated herein by reference from
                                    Exhibit No. 3(i) of the Company's Form 10-SB
                                    as filed with the Securities and Exchange
                                    Commission on February 3, 2000).

3(ii)             *                 Bylaws of the Company, as amended
                                    (incorporated herein by reference from
                                    Exhibit 3(ii) of the Company's Form 10-SB as
                                    filed with the Securities and Exchange
                                    Commission on February 3, 2000).

Material Contracts

10(i)             11                Stock Purchase Agreement dated March 28,
                                    2001 between the Company and Kelly's Coffee
                                    Group, Inc.











                                       10

<PAGE>



                            STOCK PURCHASE AGREEMENT
Exhibit 10(i)

THIS STOCK PURCHASE AGREEMENT  ("Agreement") is executed this 28th day of March,
2001 by and between Cairo  Acquisitions,  Inc., a Nevada corporation  ("Cairo"),
and Kelly's Coffee Group, Inc., a Nevada corporation ("Kelly's").

                                    Recitals

Cairo  desires to sell and transfer Five Hundred and Twenty  Thousand  (520,000)
restricted shares of the common stock of Cairo to Kelly's and Kelly's desires to
purchase and  acquire,  Five Hundred and Twenty  Thousand  (520,000)  restricted
shares of the common stock of Cairo,  par value $0.001 per share (the "Shares"),
in a private non-registered  transaction in exchange for a cash payment of Three
Thousand ($3,000) dollars, representing a purchase price of $0.006 per share.

                                    Agreement

In consideration of the mutual promises,  covenants, and agreements contained in
this Agreement,  and for other good and valuable consideration,  the receipt and
sufficiency  of which is  acknowledged  by all the parties,  the parties  hereby
agree as follows:

1.       Purchase and Sale of Shares.  Cairo agrees to transfer the Shares to
         Kelly's, and Kelly's agrees to acquire the Shares from Cairo.
         Immediately after Cairo receives the purchase price from Kelly's, it
         will direct its transfer agent to issue the Shares to Kelly's.

2.       Purchase Price.  As consideration for the Shares, Kelly's  shall pay to
         Cairo the sum of Three Thousand ($3,000) dollars, representing a
         purchase price of  $0.006 per share.

3.       Representation and Warranties of Kelly's.  Kelly's represents and
         warrants that:

         a.       Kelly's is an entity incorporated under the laws of the State
                  of Nevada.

         b.       Kelly's has such knowledge and expertise in financial and
                  business matters that it is capable of evaluating the merits
                  and substantial risks of the purchase of the Shares and is
                  able to bear the economic risks relevant to the purchase of
                  the Shares hereunder.

         c.       Kelly's is relying solely upon independent consultation with
                  its professional, legal, tax, accounting and such other
                  advisors as Kelly's deems to be appropriate in purchasing the
                  Shares; Kelly's has been advised to, and has consulted with,
                  its professional tax and legal advisors with respect to any
                  tax consequences of purchasing the Shares.

         d.       Kelly's understands that Cairo is relying upon Kelly's's
                  representations and warranties as contained in this Agreement
                  in consummating the sale and transfer of the Shares.
                  Therefore, Kelly's agrees to indemnify Cairo against, and hold
                  it harmless from, all losses, liabilities, costs, penalties
                  and expenses (including attorney's fees) which arise as a
                  result of a sale, exchange or other transfer of the Shares
                  other than as permitted under this Agreement.

                                       11

<PAGE>



4.       Representations and Warranties of Cairo.  Cairo represents and warrants
         that:


         a.       Cairo is a corporation duly organized and validly existing
                  under the laws of the State of Nevada.

         b.       Cairo has valid title to the Shares which it is transferring
                  to Kelly's pursuant to this Agreement.  There are no claims,
                  liens, security interests, or other encumbrances upon the
                  Shares.

         c.       Cairo is relying solely upon its independent consultation with
                  its professional, legal, tax, accounting and such other
                  advisors as Cairo deems to be appropriate in transferring the
                  Shares; Cairo has been advised to, and has consulted with, its
                  professional tax and legal advisors with respect to any tax
                  consequences of transferring the Shares.

         d.       All corporate action on the part of Cairo required for the
                  lawful execution and delivery of this Agreement and the
                  issuance, execution and delivery of the Shares has been duly
                  and effectively taken. Upon execution and delivery, this
                  Agreement will constitute a valid and binding obligation of
                  Cairo, enforceable in accordance with its terms, except as the
                  enforceability may be limited by applicable bankruptcy,
                  insolvency or similar laws and judicial decisions affecting
                  creditors' rights generally.

5.       Survival of Representations, Warranties and Covenants.

         The representations, warranties and covenants made by Cairo and Kelly's
         in this Agreement shall survive the purchase and sale of the Shares.

6.       Miscellaneous.

         a.       In the event any one or more of the provisions contained in
                  this Agreement are for any reason held to be invalid, illegal
                  or unenforceable in any respect, such invalidity, illegality
                  or unenforceability shall not affect any other provisions of
                  this Agreement. This Agreement shall be construed as if such
                  invalid, illegal or unenforceable provision had never been
                  contained herein.

         b.       This Agreement shall be binding upon and inure to the benefit
                  of the parties and their respective heirs, legal
                  representatives, successors, and permitted assigns. The
                  parties hereto may not transfer or assign any part of their
                  rights or obligations except to the extent expressly permitted
                  by this Agreement.

         c.       This Agreement constitutes the entire agreement and
                  understanding between the parties with respect to the sale of
                  the Shares and may not be modified or amended except in
                  writing signed by both parties.

         d.       No term or condition of this Agreement shall be deemed to have
                  been waived nor shall there be any estoppel to enforce any
                  provision of this Agreement except by written instrument of
                  the party charged with such waiver or estoppel.


                                       12

<PAGE>



         e.       The validity, interpretation, and performance of this
                  Agreement shall be governed by the laws of the State of Utah,
                  without regard to its law on the conflict of laws. Any dispute
                  arising out of this Agreement shall be brought in a court of
                  competent jurisdiction in Salt Lake County, State of Utah. The
                  parties exclude any and all statutes, laws and treaties which
                  would allow or require any dispute to be decided in another
                  forum or by other rules of decision than provided in this
                  Agreement.


         IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Cairo Acquisitions, Inc.                     Kelly's Coffee Group, Inc.

/s/ Ruairidh Campbell                         /s/ David Wolfson
---------------------------------            ---------------------------------
Ruairidh Campbell, President                 David Wolfson, Vice-President






                                      13