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 June 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
incorporation or organization)                 No.)




             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 June 30, 2000 was 1,000,000.

                          TABLE OF CONTENTS

                   PART I - FINANCIAL INFORMATION


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

     Condensed Balance Sheets as of December 31, 1999
          and June 30, 2000....................................5

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

     Condensed Statements of Cash Flows
          for the Six Month Periods Ended
          June 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]


                               PAGE  2




                               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  June  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]



                               PAGE  3



                   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 June 30, 2000  and
December 31, 1999, and the related statements of operations  for  the
three  and six month periods ended June 30, 2000 and 1999,  and  cash
flows  for the six month periods ended June 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
August 9, 2000



                                      PAGE  4




                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                           BALANCE SHEETS


                                          June 30,     December 31,
                                            2000           1999
                                         ---------    -------------

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

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable                           $    55        $      -
                                         ==========   =============
     Total Liabilities

Stockholders' Equity:
  Common Stock, Par value $.001
  Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at
    June 30, 2000 and December 31, 1999      1,000           1,000
  Paid-In Capital                            1,230             350
  Retained Deficit                          (1,200)         (1,200)
  Deficit Accumulated During the
    Development Stage                       (1,085)           (150)
                                          ---------    ------------
     Total Stockholders' Equity                (55)              -
                                         ----------    ------------
     Total Liabilities and
       Stockholders' Equity                $     -       $       -
                                         ==========    =============























           See accompanying notes and accountants' report.

                                PAGE  5



                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                      STATEMENTS OF OPERATIONS


                                                              Cumulative
                                                                 since
                                                                October
                                                               20, 1999
                         For the three     For the six       inception of
                          months ended      months ended     development
                            June 30           June 30,          stage
                      -----------------------------------------------------
                       2000      1999     2000     1999
                       ----      ----     ----     ----
Revenues:             $   -     $   -    $   -    $   -       $     -
                       ____      ____     ____     ____         ______
Expenses:
     General   &
Administrative           55         -      935        -          1,085
                       ----     -----     ----     ----         ------
   Net Loss          $  (55)   $    -    $(935)   $   -        $(1,085)
                      ======    =====     =====    =====        =======

Basic  & Diluted
loss per share       $    -    $    -    $   -    $   -
                      ======    =====     =====    =====



























           See accompanying notes and accountants' report.

                               PAGE  6



                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS
                                                                 Cumulative
                                                                     Since
                                                                    October
                                                                   20, 1999
                                     For the six months ended     Inception
                                           June 30,                  of
                                   --------------------------    Development
                                      2000           1999           Stage
                                  ------------  -------------   -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                           $     (935)    $       -      $    (1,085)
Increase (Decrease) in Accounts
Payable                                    55             -             (145)
                                  ------------  -------------   --------------
  Net Cash Used in operating
activities                               (880)            -           (1,230)
                                  ------------  -------------   --------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder        880             -            1,230
                                  ------------  -------------    -------------
Net Cash Provided by
  Financing Activities                    880             -            1,230
                                  ------------  -------------    --------------

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












           See accompanying notes and accountants' report.


                               PAGE  7


                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS
  FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 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 June 30, 2000 and  for
the  three  and  six  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  six  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 June  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:


                                    PAGE  8



                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS
  FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                             (Continued)

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

                                   Income       Shares
                                 ----------  ------------     Per-Share
                                (Numerator) (Denominator)     Amount
                                                              ----------

                           For the three months ended June 30, 2000
                          -----------------------------------------
Basic & Diluted Loss Per Share
Loss to common shareholders     $     (55)   1,000,000        $     -
                                ==========   =========       ==========
                           For the six months ended June 30, 2000
                          -----------------------------------------

Basic & Diluted Loss Per Share
Loss to common shareholders     $    (935)    1,000,000      $      -
                                ==========    =========      ==========
                           For the three months ended June 30, 1999
Basic & Diluted Loss Per Share
Loss to common shareholders     $       -     1,000,000      $      -
                                ==========    =========      ===========
                           For the six months ended June 30, 1999
Basic & Diluted Loss Per Share
Loss to common shareholders     $       -     1,000,000      $      -
                                ===========   =========      ===========
      The  effect  of outstanding stock equivalents are anti-dilutive
for June 30, 2000 and 1999 and are thus not considered.

Reclassification

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

NOTE 2 - INCOME TAXES

      As  of  June  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.


                                    PAGE  9



                       PROFITS EMPORIUM, INC.
                    (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS
  FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                             (Continued)

NOTE 4 - COMMITMENTS

      As  of  June 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 and 1998 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.



                               PAGE  10



Results of Operations

The  Company  had no sales or sales revenues for the  three  and  six
months ended June 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 no costs of sales revenues for the  three  and  six
months ended June 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 $55 and $935 in general and administrative expenses  for
the  three and six month periods ended June 30, 2000 and $0  for  the
same periods in 1999.

The  Company recorded net loss of $55 and $935 for the three and  six
months  ended June 30, 2000 compared to $0 loss for the same  periods
in 1999.

Capital Resources and Liquidity

At  June  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 $55 and $0 at June 30, 2000 and December 31, 1999.

Net  stockholders' deficit in the Company was $55 and $0 as  of  June
30, 2000 and December 31, 1999.



                                   PAGE  11

                      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 12 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 9th day of August, 2000.

Profits Emporium, Inc.



/s/  Daniel L. Hodges
  Daniel L. Hodges                                   August 9, 2000
  President/CFO and Director

                                   PAGE  12



                            EXHIBIT INDEX


Exhibit No.    Page No.       Description

27        12             Financial Data Schedule "CE"



                                  PAGE  13



[ARTICLE]      5


     THIS  SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION  EXTRACTED
FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30,
2000 THAT WERE FILED WITH THE COMPANY'S REPORT ON FORM 10-QSB AND  IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.


[CIK]                         0001105312
[NAME]                   PROFITS EMPORIUM, INC.
[MULTIPLIER]                       1,000
[CURRENCY]                         U.S. Dollars

[PERIOD-TYPE]                 6-MOS
[FISCAL-YEAR-END]             DEC-31-2001
[PERIOD-START]               APR-1-2000
[PERIOD-END]                  JUN-30-2000
[EXCHANGE-RATE]               1
[CASH]                        0
[SECURITIES]                  0
[RECEIVABLES]                 0
[ALLOWANCES]                  0
[INVENTORY]                   0
[CURRENT-ASSETS]              0
[PP&E]                        0
[DEPRECIATION]                0
[TOTAL-ASSETS]                0
[CURRENT-LIABILITIES]         0
[BONDS]                       0
[PREFERRED-MANDATORY]         0
[PREFERRED]                   0
[COMMON]                      1
[OTHER-SE]                    (1)
[TOTAL-LIABILITY-AND-EQUITY]  0
[SALES]                       0
[TOTAL-REVENUES]              0
[CGS]                         0
[TOTAL-COSTS]                 0
[OTHER-EXPENSES]              1
[LOSS-PROVISION]              0
[INTEREST-EXPENSE]            0
[INCOME-PRETAX]               (1)
[INCOME-TAX]                  0
[INCOME-CONTINUING]           (1)
[DISCONTINUED]                0
[EXTRAORDINARY]               0
[CHANGES]                     0
[NET-INCOME]                  (1)
[EPS-BASIC]                   0
[EPS-DILUTED]                 0



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