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 JUNE 30,  2001

[   ]  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   [ X ]   No   [   ]

     State  the  number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 25, 2001 there were
outstanding 1,000,000 shares of common stock, par value $0.001, and no shares of
preferred  stock.

                                        1
<PAGE>


                               CONUS HOLDINGS, INC.

                                      INDEX
                                                                            Page
                                                                            ----
Part  I   Financial  Information

Item  1.  Financial  Statements

          Balance  sheets  as  of  June  30,  2001
          (unaudited)  and  December  31,  2000                                3

          Statements of operations for the three months and six months
          ended June 30, 2001 and 2000 and the period from Inception,
          April  9,  1998  through  June  30,  2001 (unaudited)                4

          Statements  of  cash  flows  for  the  six  months  ended
          June  30,  2001  and  2000  and  the  period  from  Inception,
          April  9,  1998  through  June  30,  2001 (unaudited)                5

          Notes  to  financial  statements                                     6

Item  2.  Management's 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

                                        2
<PAGE>

<TABLE>
<CAPTION>


                         PART I - FINANCIAL INFORMATION

Item  1.     Financial  Statements

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

                                               June 30, 2001      December 31, 2000
                                               --------------    -------------------
                                                (unaudited)
                                               -------------


<S>                                               <C>             <C>

                                     ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . .  $          --   $             --
                                                  --------------  -----------------
  Total assets . . . . . . . . . . . . . . . . .  $          --   $             --
                                                  ==============  =================

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Payable to related party . . . . . . . . . . . .  $       6,050   $          4,125
                                                  --------------  -----------------
    Total liabilities. . . . . . . . . . . . . .  $       6,050   $          4,125
                                                  --------------  -----------------


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 June 30, 2001
    and December 31, 2000. . . . . . . . . . . .  $       1,000   $          1,000
  Deficit accumulated during the
    development stage. . . . . . . . . . . . . .  $      (7,050)  $         (5,125)
                                                  --------------  -----------------

  Total stockholders' equity (deficit) . . . . .  $      (6,050)  $         (4,125)
                                                  --------------  -----------------

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

</TABLE>


               See  Accompanying  Notes  to  Financial  Statements
                                        3
<PAGE>

<TABLE>
<CAPTION>


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


                                                                                Period from
                                                                                 Inception,
                                 3 months ended          6 months ended        April 9, 1998,
                             ---------------------  --------------------------    through
                              June 30,   June 30,      June 30,      June 30,     June 30,
                               2001        2000          2001          2000        2001
                            ----------  ----------  --------------  ----------  -----------
<S>                         <C>         <C>         <C>             <C>         <C>
General and Administrative
 Expenses. . . . . . . . .  $      367  $        -  $        1,925  $        -       7,050
                            ----------  ----------  --------------  ----------  -----------

Net loss . . . . . . . . .  $      367  $        -  $        1,925  $        -       7,050
                            ==========  ==========  ==============  ==========  ===========
Basic and Diluted
Net Loss Per Share . . . .  $        -  $        -  $            -  $        -  $     (.01)
                            ==========  ==========  ==============  ==========  ===========
Weighted Average Common
Shares Outstanding . . . .   1,000,000   1,000,000       1,000,000   1,000,000   1,000,000
                            ==========  ==========  ==============  ==========  ===========

</TABLE>

               See  Accompanying  Notes  to  Financial  Statements


                                        4
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                   Period from
                                                                                  Inception April
                                          Six months ended    Six Months ended   9, 1998, through
                                            June 30, 2001       June 30, 2000      June 30, 2001
                                         -----------------   ------------------  -----------------
<S>                                      <C>                 <C>                 <C>
Cash flows from operating activities:

  Net loss. . . . . . . . . . . . . . .  $          (1,925)  $              --    $         (7,050)

  Issuance of Common
  Stock for Services. . . . . . . . . .  $              --   $              --    $          1,000

  Increase in payable to related party.  $           1,925   $              --    $          6,050

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

Net increase (decrease) in cash . . . .  $              --   $               -    $              -
                                         ------------------  -----------------    ----------------
Cash, beginning of period . . . . . . .  $              --   $               -    $              -
                                         ------------------  -----------------    ----------------

Cash, end of period . . . . . . . . . .  $              --   $               -    $              -
                                         ==================  =================    ================


</TABLE>


               See  Accompanying  Notes  to  Financial  Statements



                                        5
<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  financial  statements  have  been prepared in
accordance with accounting principles generally accepted in the United States of
America  for  interim financial information and the instructions to Form 10-QSB.
Accordingly,  they  do not include all the information and footnotes required by
accounting  principles  generally  accepted  in the United States of America 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 and six months ended June 30, 2001. 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-KSB for the year ended December
31,  2000  as  filed  with  the  Securities  and  Exchange  Commission.

     Management  Estimates

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  requires
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  financial  statements,  and  the reported amounts of revenues and
expenses  during  the  reporting  period. Actual results could differ from those
estimates.

                                        6
<PAGE>
     Going  Concern  and  Management's  Plans

     The  Company  has  not  commenced  significant operations and has no liquid
resources.  Further, the development of operations and the acquisition of liquid
resources  are contingent solely on the Company's ability to complete a business
combination  transaction.  Such  matters  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern. Management's plans with
respect  to these conditions are to search for additional sources of capital, or
new  operating  opportunities  through  business combinations or mergers. In the
interim,  the  Company will require minimal overhead, and key administrative and
management  functions  will  be  provided  by  stockholders.  Accordingly,  the
accompanying  financial statements have been presented under the assumption that
the  Company  will  continue  as  a  going  concern.

Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of  the  Company  should  be  read in conjunction with the Financial
Statements  and  the  related Notes thereto included elsewhere in this Quarterly
Report  on  Form  10-QSB.  This  Quarterly  Report  on  Form  10-QSB  contains
forward-looking  statements which involve risks and uncertainties. The Company's
actual  results  may  differ  significantly  from  the  results discussed in the
forward-looking  statements.

     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.
                                        7
<PAGE>

     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  it will be able to obtain investment capital on more favorable terms after
it  has become public; (5) a foreign company which may wish for 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.

     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 has 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.



                                        8
<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.



                                        9
<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:  July  31,  2001            /s/  M.  Richard  Cutler
                                   ---------------------------
                                   By:  M.  Richard  Cutler
                                   Its: President



                                       10
<PAGE>