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,  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 May 15, 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  March  31,  2001
             and  December  31,  2000  (unaudited)                             3

             Statements  of  operations  for  the  three  months  ended
             March  31,  2001  and  2000  and  the  period  from  Inception,
             April  9,  1998  through  March  31, 2001 (unaudited)             4

             Statements  of  cash  flows  for  the  three  months  ended
             March  31,  2001  and  2000  and  the  period  from  Inception,
             April  9,  1998  through  March  31, 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>


                         PART I - FINANCIAL INFORMATION

Item  1.     Financial  Statements

<TABLE>
<CAPTION>

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



<S>                                               <C>               <C>
                                                  March 31, 2001    December 31, 2000
                                                  ----------------  ------------------
                                                  (unaudited)


ASSETS

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

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Payable to related party                          $         5,683   $            4,125
                                                  ----------------  -------------------
  Total liabilities                               $         5,683   $            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 March 31, 2001
    and December 31, 2000                         $         1,000   $            1,000
  Deficit accumulated during the
    development stage                             $        (6,683)  $           (5,125)
                                                  ----------------  -------------------

  Total stockholders' equity (deficit)            $        (5,683)  $           (4,125)
                                                  ----------------  -------------------

    Total liabilities and stockholders'
    equity (deficit)                              $            --   $               --
                                                  ================  ===================
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>

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



<S>                      <C>                      <C>                  <C>
                                                                       Period from Inception,
                         Three months ended       Three months ended   April 9, 1998, through
                         March 31, 2001           March 31, 2000       March 31, 2001
                         -----------------------  -------------------  -----------------------

General and
Administrative Expenses  $                 1,558  $                --  $                 6,683
                         -----------------------  -------------------  -----------------------

Net loss                 $                 1,558  $                --  $                 6,683
                         =======================  ===================  =======================

</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>

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



<S>                                      <C>                   <C>                 <C>
                                                                                   Period from
                                                                                   Inception April
                                         Three months ended   Three Months ended   9, 1998, through
                                         March 31, 2001       March 31, 2000       March 31, 2001
                                         --------------       ------------------   -----------------

Cash flows from operating activities:

  Net loss                               $      (1,558)       $       --           $       (6,683)

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

  Increase in payable to related party   $       1,558        $       --           $        5,683

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

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

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

</TABLE>

                                        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  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,  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 generally
accepted  accounting  principles  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.

     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.


                                        6
<PAGE>

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  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.

     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.



                                        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:  May  15,  2001              /s/  M.  Richard  Cutler
                                   ---------------------------
                                   By:  M.  Richard  Cutler
                                   Its: President


                                        10
<PAGE>