SECURITIES  AND  EXCHANGE  COMMISSION
                                      WASHINGTON,  DC  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,  2000

[ ]     Transition  report  under  Section  13  or  15(d)  of the Exchange Act

        For  the  transition  period  from  __________  to  __________

Commission  file  number  0-29487

                              CONUS HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                          NEVADA                            33-0850619


                (State or Other Jurisdiction of          (IRS Employer
             Incorporation or Organization)             identification No.)


                       610 Newport Center Drive, Suite 800
                             Newport Beach, CA 92660
                    (Address of Principal Executive Offices)

                                 (949) 719-1977
                (Issuer's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Y ear,
                          if Changed Since Last Report)



     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          No       X
                    ------

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date: As of March 31, 2000 there
were  outstanding  1,000,000  shares  of  common stock, par value $0.001, and no
shares  of  preferred  stock.

<PAGE>
                             CONUS  HOLDINGS,  INC.

                                   INDEX
                                                                            Page
                                                                            ----
Part  I      Financial  Information

Item  1.     Financial  Statements

             Balance  sheet  as  of  March  31,  2000
             and  December  31,  1999  (unaudited)   . . . . . . . . .        3

             Statements  of  operations  for  the  three  months  ended
             March  31,  2000  and  1999  (unaudited). . . . . . . . . .      4

             Statements  of  cash  flows  for  the  three  months  ended
             March  31,  2000  and  1999  (unaudited) . . . . . . . . .       5

             Notes  to  financial  statements . . . . . . . . .. . .. .       6

Item  2.     Managements  Discussion  and  Analysis  or
             Plan  of  Operation . . . . . . . . . . . .. . . . . . . .       7

Part  II     Other  Information

Item  1.     Legal  Proceedings . . . . . . . . . . . . . . . . . . . .       9

Item  2.     Changes  in  Securities . . . . . . . . . . . . . . . . . .      9

Item  3.     Defaults  Upon  Senior  Securities . . . . . . . . . . . .       9

Item  4.     Submission of Matters to a Vote of Security Holders . . . . .    9

Item  5.     Other  Information . . . . . . . . . . . . . . . . . . ..        9

Item  6.     Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . .    9

<PAGE>

                          PART  I  -  FINANCIAL  STATEMENTS

Item  1.     Financial  Statements

                              CONUS  HOLDINGS,  INC.
                        (A  Development  Stage  Company)
                                 BALANCE  SHEET


                                       ASSETS

<TABLE>
<CAPTION>

                                                      March  31,  2000     December  31,  1999
                                                      ----------------     -------------------



<S>                                                <C>                     <C>
Cash                                               $       --             $    --
                                                   ------------------     ---------------
Total assets                                       $       --             $    --
                                                   ===================    ================

                                                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Payable to related party                           $      520             $   520
                                                   -------------------     -----------------
Total liabilities                                  $      520             $   520
                                                   -------------------     -----------------


Stockholders' equity (deficit):
Preferred stock:
0.001 par value; 2,000,000 shares
authorized; no shares issued and
outstanding                                        $    --                $         --
Common stock, $0.001 par value,
20,000,000 shares authorized;
1,000,000 shares issued and
outstanding on December 31, 1999
and March 31, 2000                                 $    1,000             $ 1,000
Deficit accumulated during the
development stage                                  $   (1,520)            $(1,520)
                                                   --------------------   --------------------

Total stockholders' equity (deficit)               $     (520)            $  (520)
                                                   --------------------   --------------------

            Total liabilities and stockholders'
                    equity (deficit)               $   --                 $    --
                                                   ===================     ===================

</TABLE>
<PAGE>

                                     CONUS  HOLDINGS,  INC.
                                (A  Development  Stage  Company)
                                  STATEMENTS  OF  OPERATIONS

<TABLE>
<CAPTION>



<S>                                  <C>                  <C>
                                    Three months ended       Three months ended
                                    March 31, 2000           March 31, 1999
                                    ----------------------   -------------------

General and Administrative Expenses  $    --                 $    --
                                     -------------------     -------------------

Net loss                             $    --                 $    --
                                     ===================     ===================
</TABLE>
<PAGE>

                                     CONUS  HOLDINGS,  INC.
                                (A  Development  Stage  Company)
                                  STATEMENTS  OF  CASH  FLOWS


<TABLE>
<CAPTION>



<S>                                    <C>                         <C>
                                       Three months ended           Three Months ended
                                        March 31, 2000              March 31, 1999
                                       -------------------          -------------------

Cash flows from operating activities:

Net loss                               $      --                    $     --

Net cash used in operating activities  $      --                    $     --
                                       -------------------          --------------------

Net increase (decrease) in cash        $      --                    $     --
                                       -------------------          --------------------

Cash, beginning of period              $      --                    $     --
                                       -------------------          ---------------------

Cash, end of period                    $                            $     --
                                       ===================          ======================
</TABLE>
<PAGE>

                                        CONUS  HOLDINGS,  INC.
                                    (A  Development  Stage  Company)
                                   NOTES  TO  FINANCIAL  STATEMENTS

Note  1          Summary  of  Significant  Accounting  Policies.

Conus  Holdings,  Inc.  (the  Company)  is  a  developmental  stage  enterprise
incorporated  on  April  9,  1998  under  the  laws of the State of Nevada.  The
Company  intends  to seek acquisitions or other business endeavors.  The Company
has  had  no  operations  to  date  and  its  activities  have  been  limited to
organization  efforts  related  to  obtaining  initial  financing.  The  Company
intends  to  purchase, merge with or acquire securities or assets held by target
entities  via an exchange of the targeted company's securities or assets for the
Company's  cash,  securities and/or assets.  The Company has not negotiated with
or  identified  a  prospective  acquisition  candidate  and has not targeted any
particular  business  or  industry  within which it will seek acquisitions.  The
Company's  fiscal  year  end  is  December  31.

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting principles for the interim
financial information and the instructions to Form 10-QSB.  Accordingly, they do
not  include  all  the  information and footnotes required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the interim financial statements include all adjustments considered
necessary  for  a fair presentation of the Company's financial position, results
of  operations  and cash flows for the three months ended March 31, 2000.  These
statements  are not necessarily indicative of the results to be expected for the
full  fiscal  year.  These  statements  should  be  read in conjunction with the
financial  statements and notes thereto included in the Company's Form 10-SB for
the  year  ended  December  31,  1999  as filed with the Securities and Exchange
Commission.

<PAGE>
Item  2.     Managements  Discussion  and  Analysis  or  Plan  of  Operation

     The  Company's  activities  since  inception  have  been  limited  to
organizational  matters,  and  the  Company  has  not  engaged  in any operating
activity  since  its  inception.

     The  Company  has  registered its common stock on a Form 10-SB registration
statement  filed  pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")  and  Rule  12(g)  thereof.  The  Company  files  with  the Securities and
Exchange  Commission  periodic  reports  under  Rule  13(a) of the Exchange Act,
including  quarterly  reports  on Form 10-QSB and annual reports on Form 10-KSB.
The  Company  was  formed  to  engage  in  a  merger  with  or acquisition of an
unidentified  foreign  or  domestic  private  company  which desires to become a
reporting  ("public")  company whose securities are qualified for trading in the
United  States  secondary  market.  The Company meets the definition of a "blank
check"  company  contained  in Section 7(b)(3) of the Securities Act of 1933, as
amended.

     Management  believes that there are perceived benefits to being a reporting
company  with  a  class of publicly-traded securities which may be attractive to
foreign  and  domestic  private  companies.

     These  benefits  are  commonly  thought  to  include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility  in  the  financial community; (3) the facilitation of borrowing from
financial  institutions;  (4)  improved  trading  efficiency;  (5)  shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key  employees through options for stock for which there is a public market; (8)
enhanced  corporate  image;  and,  (9)  a  presence in the United States capital
market.

     A  private  company  which may be interested in a business combination with
the  Company  may  include (1) a Company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
(2)  a  company  which  is unable to find an underwriter of its securities or is
unable  to  find  an  underwriter of securities on terms acceptable to it; (3) a
company  which  wishes  to  become public with less dilution of its common stock
than  would  occur  normally  upon an underwriting; (4) a company which believes
that  is will be able to obtain investment capital on more favorable terms after
it has become public; (5) a foreign company which may wish an initial entry into
the  United States securities market; (6) a special situation company, such as a
company  seeking  a  public  market  to  satisfy redemption requirements under a
qualified  Employee Stock Option Plan; and, (7) a company seeking one or more of
the  other  benefits  believed  to  attach  to  a  public  company.

     The  Company is authorized to enter into a definitive agreement with a wide
variety  of  private  businesses  without  limitation  as  to  their industry or
revenues.  It  is  not  possible  at  this  time  to  predict with which private
company, if any, the Company will enter into a definitive agreement or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or  other
characteristics  of  that  company.


<PAGE>
     As  of  the  date  hereof,  management  has  not  made  any  final decision
concerning, and has not entered into any agreements for, a business combination.
When  any  such  agreement is reached or other material fact occurs, the Company
will  file  notice  of  such  agreement or fact with the Securities and Exchange
Commission  on Form 8-K.  Persons reading this Form 10-QSB are advised to see if
the  Company  has  subsequently  filed  a  Form  8-K.

     Each  of the current shareholders of the Company have agreed not to sell or
otherwise  transfer  any  of  their common stock of the Company until after such
time  as  the  Company  has  completed  a  business  combination  transaction.

     As  soon as the Company is eligible, it intends to apply to have its common
stock  listed  or admitted to quotation on the NASD OTC Bulletin Board or, if it
meets  the  financial  and  other  requirements thereof, on the Nasdaq Small Cap
Market,  National  Market  System,  or  other  regional  or  national  exchange.

Liquidity

     The Company has no funds available and does not anticipate having any funds
available  until  a  merger  transaction  is  consummated.  In the event that no
transaction is consummated, the Company will have a very limited amount of funds
with  which  to  operate  and  may  not  be  able  to  operate  in  the  future.


<PAGE>
                        PART  II  -  OTHER  INFORMATION

Item  1.     Legal  Proceedings

     There  are  no  legal  proceedings  against  the Company and the Company is
     unaware  of  any  proceedings  contemplated  against  it.

Item  2.     Changes  in  Securities

     None.

Item  3.     Defaults  Upon  Senior  Securities

     None.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.

     No  matters  were  submitted  to  the  security  holders  for  a  vote.

Item  5.     Other  Information

     There  is no other information deemed material by management for disclosure
herein.

Item  6.     Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

     None.

     (b)     Reports  on  Form  8-K

     None.


<PAGE>
                                   SIGNATURES

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


                                             CONUS  HOLDINGS,  INC.


Dated:  May  19,  2000                       /s/  M.  Richard  Cutler
                                          ---------------------------
                                          By:     M.  Richard  Cutler
                                         Its:     President