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  September  30,  2000.

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



     Commission  file  number:  000-29571


                     PASSOVER MANGEMENT INTERNATIONAL, LTD.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)



                Nevada                                   86-0972710
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                   5505 N. Indian Trail, Tucson, Arizona 85750
                   -------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (520) 577-1516
                             ----------------------
                           (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,  as  of  November  6,  2000  was  1,000,000.


<PAGE>
                          TABLE  OF  CONTENTS

                  PART  I  -  FINANCIAL  INFORMATION



ITEM 1.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .   3
         Condensed Balance Sheets as of December 31, 1999
           and September 30, 2000. . . . . . . . . . . . . . . . . .   5

         Condensed Statements of Operations
           for the Three and Nine Month Periods Ended
         September 30, 2000 and 1999. . . . .  . . . . . . . . . . .   6

         Condensed Statements of Cash Flows
           for the Nine Month Periods Ended
         September 30, 2000 and 1999. . . . .  . . . . . . . . . . .   7

         Notes to Unaudited Condensed Financial Statements. . . . .    9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS. . . . . . . . . . . .  10


                       PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .   12

ITEM 2 CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . .  12

ITEM 5 OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  12


INDEX TO EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . .  13



                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        2
<PAGE>
                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

          As  used  herein,  the  term  "Company"  refers to Passover Management
International, Ltd., a Nevada corporation, and its subsidiaries and predecessors
unless  otherwise  indicated.  Unaudited, condensed interim financial statements
including  a balance sheet for the Company as of the quarter ended September 30,
2000  and  statements of operations and statements of cash flows for the interim
period  up  to  the  date of such balance sheet and the comparable period of the
preceding  year.

                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]


                                        3
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT


Passover Management International, Ltd.
(A  Development  Stage  Company)


          We  have  reviewed  the  accompanying  balance  sheets  of  Passover
Management  International,  Ltd.  (a  development stage company) as of September
30, 2000 and December 31, 1999, and the related statements of operations for the
three  and  nine month periods ended September 30, 2000 and 1999, and cash flows
for  the  nine month periods ended September 30, 2000 and 1999.  These financial
statements  are  the  responsibility  of  the  Company's  management.

          We  conducted  our  review in accordance with standards established by
the  American  Institute  of  Certified Public Accountants.  A review of interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is  the  expression  of  an opinion regarding the financial statement taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

          Based  on  our  review, we are not aware of any material modifications
that  should  be made to the accompanying financial statements for them to be in
conformity  with  generally  accepted  accounting  principles.

                              Respectfully  submitted



                              /s/  Robison,  Hill  &  Co.
                              ---------------------------
                              Certified  Public  Accountants


Salt  Lake  City,  Utah
November  3,  2000


                                        4
<PAGE>
<TABLE>
<CAPTION>
                           PASSOVER MANGEMENT INTERNATIONAL, LTD.
                           --------------------------------------
                             (A  Development  Stage  Company)
                             --------------------------------
                                    BALANCE  SHEETS
                                    ---------------

                                                    September 30,    December 31,
                                                        2000             1999
                                                   ---------------  ---------------
<S>                                                <C>              <C>

ASSETS:                                            $            -   $           -
                                                   ===============  ===============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable                                   $          312   $           -
                                                   ===============  ===============
     Total Liabilities


Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at September 30, 2000
    and December 31, 1999                                   1,000           1,000
  Paid-In Capital                                           1,325             350
  Retained Deficit                                         (1,200)         (1,200)
  Deficit Accumulated During the
    Development Stage                                      (1,437)           (150)
                                                   ---------------  ---------------
      Total Stockholders' Equity                             (312)              -
                                                   ---------------  ---------------


     Total Liabilities and
       Stockholders' Equity                        $            -   $           -
                                                   ===============  ===============
</TABLE>

                 See accompanying notes and accountants' report.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                           PASSOVER MANGEMENT INTERNATIONAL, LTD.
                           --------------------------------------
                             (A  Development  Stage  Company)
                             --------------------------------
                                STATEMENTS  OF  OPERATIONS
                                --------------------------

                                                                 Cumulative
                                                                since October
                                  For the        For the           20,1999
                                Three Months    Nine Months     Inception of
                                   Ended           Ended         Development
                                September 30,  September  30,      Stage
                                -------------  ---------------  -------------
                                 2000   1999     2000    1999
                                ------  -----  --------  -----
<S>                             <C>     <C>    <C>       <C>    <C>
Revenues                        $   -   $   -  $     -   $   -  $          -
                                ------  -----  --------  -----
Expenses
   General and Administrative     352       -    1,287       -         1,437
                                ------  -----  --------  -----  -------------

   Net Loss                     $(352)  $   -  $(1,287)  $   -  $     (1,437)
                                ======  =====  ========  =====  =============

Basic & Diluted loss per share  $   -   $   -  $         $   -
                                ======  =====  ========  =====
</TABLE>

                 See accompanying notes and accountants' report.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                           PASSOVER MANGEMENT INTERNATIONAL, LTD.
                           --------------------------------------
                             (A  Development  Stage  Company)
                             --------------------------------
                                STATEMENTS  OF  CASH  FLOWS
                               ----------------------------

                                                                      Cumulative
                                                                     Since October
                                                                       20, 1999
                                          For the nine months ended  Inception of
                                                September 30,        Development
                                              2000         1999         Stage
                                           -----------  -----------  ------------
<S>                                        <C>          <C>          <C>

CASH FLOWS FROM OPERATING
-------------------------
ACTIVITIES:
----------
Net Loss                                      $(1,287)  $        -   $    (1,437)
Increase (Decrease) in Accounts Payable           312            -          (112)
                                           -----------  -----------  ------------
  Net Cash Used in operating activities          (975)           -        (1,325)
                                           -----------  -----------  ------------

CASH FLOWS FROM INVESTING
-------------------------
ACTIVITIES:
----------
Net cash provided by investing activities           -            -             -
                                           -----------  -----------  ------------

CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
----------
Capital contributed by shareholder                975           -          1,325
                                           -----------  -----------  ------------
Net Cash Provided by
  Financing Activities                            975           -          1,325
                                           -----------  -----------  ------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                         -            -             -
Cash and Cash Equivalents
  at Beginning of Period                            -            -             -
                                           -----------  -----------  ------------
Cash and Cash Equivalents
  at End of Period                         $        -   $        -   $         -
                                           ===========  ===========  ============


SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION:
------------------------------------------------------

Cash paid during the year for:
  Interest                                 $        -   $        -   $         -
  Franchise and income taxes               $        -   $        -   $        75

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING AND FINANCING ACTIVITIES: None
--------------------------------------------------------------- -----------
</TABLE>

                 See accompanying notes and accountants' report.


                                        7
<PAGE>
                      PASSOVER MANGEMENT INTERNATIONAL, LTD.
                      --------------------------------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
     ----------------------------------------------------------------------


NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------
          This  summary  of  accounting  policies  for  Passover  Management
International,  Ltd.,  is  presented  to  assist  in understanding the Company's
financial  statements.  The  accounting  policies  conform to generally accepted
accounting  principles  and have been consistently applied in the preparation of
the  financial  statements.

          The  unaudited  financial  statements as of September 30, 2000 and for
the  three and nine months then ended reflect, in the opinion of management, all
adjustments  (which  include  only  normal  recurring  adjustments) necessary to
fairly  state the financial position and results of operations for the three and
nine  months.  Operating  results  for  interim  periods  are  not  necessarily
indicative  of  the  results  which  can  be  expected  for  full  years.


Organization  and  Basis  of  Presentation
------------------------------------------

          The  Company was incorporated under the laws of the State of Nevada on
June  20,  1997.  The  Company ceased all operating activities during the period
from  June  20,  1997  to  October  20,  1999 and was considered dormant.  Since
October 20, 1999, the Company is in the development stage, and has not commenced
planned  principal  operations.

Nature  of  Business
--------------------

          The Company has no products or services as of September 30, 2000.  The
Company  was  organized  as  a vehicle to seek merger or acquisition candidates.
The  Company  intends  to  acquire  interests in various business opportunities,
which  in  the  opinion  of  management  will  provide  a profit to the Company.

Cash  and  Cash  Equivalents
----------------------------

          For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness  of  Estimates
----------------------------

          The  preparation  of financial statements in conformity with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

Loss  per  Share
----------------

          The  reconciliations  of  the numerators and denominators of the basic
loss per  share  computations  are  as  follows:


                                        8
<PAGE>
                        PASSOVER MANAGEMENT INTERNATIONAL, LTD.,
                     ---------------------------------------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
     ----------------------------------------------------------------------
                                   (Continued)

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------
(CONTINUED)

<TABLE>
<CAPTION>
                                                  Income        Shares      Per-Share
                                               ------------  -------------
                                               (Numerator)   (Denominator)    Amount
                                                                            ----------
<S>                                            <C>           <C>            <C>

                                            For the three months ended September 30, 2000
                                            ---------------------------------------------
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders                    $      (352)      1,000,000  $        -
                                               ============  =============  ==========

                                             For the nine months ended September 30, 2000
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders                    $    (1,287)      1,000,000  $        -
                                               ============  =============  ==========

                                            For the three months ended September 30, 1999
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders                    $         -       1,000,000  $        -
                                               ============  =============  ==========

                                            For the nine months ended September 30, 1999
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders                    $         -       1,000,000  $        -
                                               ============  =============  ==========
</TABLE>


          The effect of outstanding  stock  equivalents  are  anti-dilutive  for
September 30,  2000  and  1999  and  are  thus  not  considered.

Reclassification
----------------

          Certain  reclassifications  have  been  made  in  the  1999 financial
Statements to  conform  with  the  September  30,  2000  presentation.

NOTE  2  -  INCOME  TAXES
-------------------------

          As  of  September  30,  2000,  the  Company  has  a net operating loss
carryforward  for income tax reporting purposes of approximately $2,000 that may
be  offset  against  future taxable income through 2011.  Current tax laws limit
the  amount  of loss available to be offset against future taxable income when a
substantial  change  in  ownership  occurs.  Therefore,  the amount available to
offset  future  taxable income may be limited.  No tax benefit has been reported
in  the  financial  statements,  because  the Company believes there is a 50% or
greater   change   the  carry-forwards  will  expire  unused.  Accordingly,  the
potential  tax  benefits  of  the  loss carry-forwards are offset by a valuation
allowance  of  the  same  amount.

NOTE  3  -  DEVELOPMENT  STAGE  COMPANY
---------------------------------------

          The Company has not begun principal operations and as is common with a
development  stage  company,  the  Company  has  had recurring losses during its
development  stage.


                                        9
<PAGE>
                       PASSOVER MANAGEMENT INTERNATIONAL, LTD.
                       ---------------------------------------
                          (A Development Stage Company)
                          -----------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
     ----------------------------------------------------------------------
                                   (Continued)

NOTE  4  -  COMMITMENTS
-----------------------

          As  of  September  30,  2000  all  activities of the Company have been
conducted  by  corporate  officers  from either their homes or business offices.
Currently,  there  are  no  outstanding debts owed by the Company for the use of
these  facilities and there are no commitments for future use of the facilities.

NOTE  5  -  STOCK  SPLIT
------------------------

          On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value  to  $.001  for  the  Company's  common  stock.  As a result of the split,
999,000  shares  were  issued.  All  references  in  the  accompanying financial
statements  to  the  number of common shares and per-share amounts for 1999 have
been  restated  to  reflect  the  stock  split.

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

This  Quarterly  Report  contains  certain forward-looking statements within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered  by  the safe harbors created thereby.  Investors are cautioned that all
forward-looking  statements  involve  risks  and  uncertainty, including without
limitation,  the  ability  of  the  Company  to continue its expansion strategy,
changes  in  costs  of  raw  materials, labor, and employee benefits, as well as
general  market  conditions,  competition  and  pricing.  Although  the  Company
believes   that  the   assumptions  underlying  the  forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be  no  assurance  that  the  forward-looking statements
included  in  this  Quarterly Report will prove to be accurate.  In light of the
significant  uncertainties  inherent in the forward-looking statements including
herein,  the  inclusion  of  such  information  should  not  be  regarded as are
presentation by the Company or any other person that the objectives and plans of
the  Company  will  be  achieved.

As  used herein  the term "Company" refers to Passover Management International,
Ltd.,  a  Nevada  corporation and its predecessors, unless the context indicates
otherwise.  The Company is currently a shell company whose purpose is to acquire
operations  through  an  acquisition  or  merger  or  to  begin its own start-up
business.

The  Company is in the process of attempting to identify and acquire a favorable
business  opportunity.  The  Company  has  reviewed  and  evaluated  a number of
business ventures for possible acquisition or participation by the Company.  The
Company  has  not entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this  filing.  The  Company  continues  to  investigate,  review,  and  evaluate
business  opportunities  as  they  become  available and will seek to acquire or
become  engaged in business opportunities at such time as specific opportunities
warrant.

RESULTS  OF  OPERATIONS

The  Company  had no sales or sales revenues for the three and nine months ended
September  30,  2000  or 1999 because it is a shell company that has not had any
business  operations  for  the  past  three  years.


                                       10
<PAGE>
The  Company  had no costs of sales revenues for the three and nine months ended
September  30,  2000  or 1999 because it is a shell company that has not had any
business  operations  for the past three years.  The Company had $352 and $1,287
in  general  and  administrative  expenses  for the three and nine month periods
ended  September  30,  2000  and  $0  for  the  same  periods  in  1999.

The  Company  recorded net loss of $352 and $1,287 for the three and nine months
ended  September  30,  2000  compared  to  $0 loss for the same periods in 1999.

CAPITAL  RESOURCES  AND  LIQUIDITY

At  September  30,  2000,  the  Company had total current assets of $0 and total
assets  of  $0  as compared to $0 current assets and $0 total assets at December
31,  1999.  The  Company  had  a  net  working capital deficit of $312 and $0 at
September  30,  2000  and  December  31,  1999.

Net  stockholders'  deficit  in  the Company was $312 and $0 as of September 30,
2000  and  December  31,  1999.


                                       11
<PAGE>
                            PART II-OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

None.


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None/Not  Applicable.


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

None/Not  Applicable.


ITEM  5.  OTHER  INFORMATION

None.


ITEM  6.  EXHIBITS

(a)     Exhibits.  Exhibits  required  to  be attached by Item 601 of Regulation
        S-B  are listed in the Index to Exhibits on page 14 of this Form 10-QSB,
        and are incorporated  herein  by  reference.

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


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized,  this  6th  day  of  November,  2000.

Passover Management International, Ltd.


/s/     Daniel  L.  Hodges
   ------------------------------
     Daniel  L.  Hodges                                        November  6, 2000
     President/CFO  and  Director


                                       12
<PAGE>
                                  EXHIBIT INDEX


Exhibit  No.     Page  No.          Description

27               14                 Financial  Data  Schedule  "CE"


                                       13
<PAGE>