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:  000-29557


                             PROFITS EMPORIUM, INC.
                             ----------------------
        (Exact name of small business issuer as specified in its charter)



         Nevada                                       86-0972626
(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.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                       TABLE OF CONTENTS

                PART I - FINANCIAL INFORMATION

<S>                                                             <C>
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
</TABLE>

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        2
<PAGE>
                                     PART I


ITEM  1.  FINANCIAL  STATEMENTS

     As  used  herein,  the  term "Company" refers to Profits Emporium, Inc., 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

Profits  Emporium,  Inc.
(A  Development  Stage  Company)

     We have reviewed the accompanying balance sheets of Profits Emporium, Inc.
(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  6,  2000


                                        4
<PAGE>
<TABLE>
<CAPTION>
                             PROFITS EMPORIUM, INC.
                             ----------------------
                          (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>
                             PROFITS EMPORIUM, INC.
                             ----------------------
                          (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>
                             PROFITS EMPORIUM, INC.
                             ----------------------
                          (A Development Stage Company)
                          -----------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                                                               Cumulative
                                                                               Since October
                                                    For the nine months ended    20, 1999
                                                            September 30,      Inception of
                                                    -------------------------  Development
                                                        2000          1999       Stage
                                                    ------------  -----------  -------------
CASH FLOWS FROM OPERATING
-------------------------
ACTIVITIES:
-----------
<S>                                                 <C>           <C>          <C>
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
</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH INVESTING AND FINANCING ACTIVITIES: None
-------------------------------------------------------------- -----------

                See accompanying notes and accountants' report.


                                        7
<PAGE>
                             PROFITS EMPORIUM, INC.
                             -----------------------
                         (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  Profits  Emporium,  Inc.  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 July
2,  1997.  The  Company  ceased  all operating activities during the period from
July  2, 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>
<TABLE>
<CAPTION>
                             PROFITS EMPORIUM, INC.
                             ----------------------
                          (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)
                                                  Income         Shares        Per-Share
                                               ------------   -------------      Amount
                                               (Numerator)    (Denominator)   -----------
<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>
                             PROFITS EMPORIUM, INC.
                             -----------------------
                         (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 Profits Emporium, Inc., 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.

Profits  Emporium,  Inc.

/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>