UNITED STATES
                       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
                                  EXCHANGE ACT

             For the transition period from                  to
                                            ----------------    ---------------
                    Commission file number                000-29549
                                            -----------------------------------

                             Knight Investment Ltd.
   --------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

            Nevada                                          86-0972558
-------------------------------------------------------------------------------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                        Identification No.)

                 11601 E. Lusitano Place, Tucson, Arizona, 85748
   --------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (520) 731-9890
                   -------------------------------------------
                            Issuer's telephone number

                   5505 N. Indian Trail, Tucson, Arizona 85750
              (Former name, former address and former fiscal year,
                         if changed since last report.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ----- No -----



<PAGE>


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: March 31, 2001 1,000,000
                                                ------------------------

         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----
















<PAGE>

                                     PART I


Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT


Knight Investment Ltd.
(A Development Stage Company)


         We have reviewed the accompanying  balance sheets of Knight  Investment
Ltd. (a  development  stage company) as of March 31, 2001 and December 31, 2000,
and the  related  statements  of  operations  and cash flows for the three month
periods  ended  March 31,  2001 and 2000.  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
July 11, 2001

<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS



                                                          March 31, December 31,
                                                            2001         2000
                                                           -------      -------
Assets: ..............................................     $  --        $  --
                                                           =======      =======

Liabilities - Accounts Payable .......................     $ 1,300      $  --
                                                           -------      -------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at March 31, 2001
    and December 31, 2000 ............................       1,000        1,000
  Paid-In Capital ....................................       2,531        2,531
  Retained Deficit ...................................      (1,200)      (1,200)
  Deficit Accumulated During the
    Development Stage ................................      (3,631)      (2,331)
                                                           -------      -------
     Total Stockholders' Equity ......................      (1,300)        --
                                                           -------      -------

     Total Liabilities and
       Stockholders' Equity ..........................     $  --        $  --
                                                           =======      =======






     See accompanying notes and accountants' report.


<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS




                                                                     Cumulative
                                                                   since October
                                                                       20, 1999
                                                                      Inception
                                      For the three months ended          of
                                                March 31,            development
                                         ------------------------
                                            2001          2000          stage
                                         ----------    ----------    ----------
Revenues: ............................   $     --      $     --      $     --

Expenses: ............................        1,300           880         3,631
                                         ----------    ----------    ----------

     Net Loss ........................   $   (1,300)   $     (880)   $   (3,631)
                                         ==========    ==========    ==========

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







                 See accompanying notes and accountants' report.

<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


                                                                      Cumulative
                                                                   since October
                                                                      20, 1999
                                         For the three months ended Inception of
                                                        March 31,    Development
                                                      ---------------
                                                       2001     2000     Stage
                                                      -------   -----   -------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ...........................................  $(1,300)  $(880)  $(3,631)
Increase (Decrease) in Accounts Payable ............    1,300    --       1,300
                                                      -------   -----   -------
  Net Cash Used in operating activities ............     --      (880)   (2,331)
                                                      -------   -----   -------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder .................     --       880     2,331
                                                      -------   -----   -------
Net Cash Provided by
  Financing Activities .............................     --       880     2,331
                                                      -------   -----   -------

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 .......................  $  --     $--     $   500

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


                 See accompanying notes and accountants' report.

<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for Knight  Investment  Ltd. (a
development stage company) 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.

Interim Reporting

         The  unaudited  financial  statements  as of March 31, 2001 and for the
three  month  period  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
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 25, 1997.  The Company  ceased all operating  activities  during the period
from July 25, 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 March 31,  2001.  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


<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)

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

results could differ from those estimates.

Reclassifications

         Certain  reclassifications  have been made in 2000 financial statements
to conform with the 2001 presentation.

Loss per Share

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


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

                                       For the three months ended March 31, 2001
                                       -----------------------------------------
Basic Loss per Share
Loss to common shareholders                  $   (1,300)  1,000,000  $     --
                                             ==========  ==========  ==========

                                       For the three months ended March 31, 2000
                                       -----------------------------------------
Basic Loss per Share
Loss to common shareholders                  $     (880)  1,000,000  $     --
                                             ==========  ==========  ==========

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for March 31, 2001 and 2000 and are thus not considered.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 2 - INCOME TAXES

         As of March 31, 2001, the Company had a net operating loss carryforward
for income tax  reporting  purposes of  approximately  $5,000 that may be offset
against future taxable income through 2016. Current tax laws limit the amount of
loss available to be offset against future taxable


<PAGE>

                             KNIGHT INVESTMENT LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Continued)

NOTE 2 - INCOME TAXES (continued)

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 chance the carryforwards will expire unused.  Accordingly,  the
potential  tax  benefits  of the loss  carryforwards  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.

NOTE 4 - COMMITMENTS

         As of March 31, 2001 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.


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 included herein, the inclusion of such information should not
be  regarded  as a  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 Knight  Investment 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


<PAGE>



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 months ended
March  31,  2001 or 2000  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 months ended
March  31,  2001 or 2000  because  it is a shell  company  that  has not had any
business  operations  for the past three  years.  The  Company  had  general and
administrative  expenses  of $1,300 for the three month  period  ended March 31,
2001 and $880 for the same period in 2000.

         The  Company  recorded  net loss of $1,300 for the three  months  ended
March 31, 2001 compared to $880 loss for the same period in 2000.

Capital Resources and Liquidity

         At March 31, 2001, 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, 2000. The Company had a net working  capital  deficit of $1,300 at March 31,
2001 as compared to $0 at December 31, 2000.

         Net  stockholders'  deficit in the  Company  was $1,300 as of March 31,
2001 and $0 as of December 31, 2000.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.


<PAGE>



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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

         Exhibit No.       Exhibit

         *3.1              Articles of Incorporation

         *3.2              Amended Articles of Incorporation

         *3.3              Bylaws



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

*        Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 16, 2000.


                                   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 19th day of July, 2001.

Knight Investment Ltd.



/s/ Daniel L. Hodges
--------------------------
Daniel L. Hodges
President/CFO and Director

July 19, 2001