Quarterly Report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934.

               For the quarterly period ended: December 31, 1999

Commission file number:  33-15682-LA


                               Systems West, Inc.
        ---------------------------------------------------------------
        Exact name of small business issuer as specified in its charter


             Colorado                                           94-3026545
---------------------------------                            -------------------
   State or other jurisdiction                                 IRS Employer
of incorporation or organization:                            Identification No.

Address of principal executive offices:
3239 Imjin Road, Marina, CA 93933

Issuer's telephone number:  (831) 582-1050

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 ]

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 practicable date:
February 4, 2000:    1,386,237


                                  Page 1 of 11
<PAGE>


INDEX
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
            Balance Sheets
              December 31, 1999 (unaudited)
              and June 30, 1999                                         Page 3
            Statements of Operations  Three months and
              six months ended December 31, 1999 and
              1998 (unaudited)                                          Page 5
            Statements of Cash Flows
              Six months ended December 31,
              1999 and 1998 (unaudited)                                 Page 6
            Notes to Financial Statements
              (unaudited)                                               Page 8
Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                                    Page 9
PART II.  OTHER INFORMATION                                             Page 10
SIGNATURES                                                              Page 11

EXHIBITS:  Exhibit 27 - Financial Data Schedule

                                  Page 2 of 11
<PAGE>


                                 BALANCE SHEETS

                                     ASSETS

                                                         December 31,   June 30,
                                                            1999          1999
                                                         (unaudited)
                                                         -----------------------

CURRENT ASSETS
  Cash                                                      7,378          1,200
  Receivables, net of allowance for
    doubtful accounts                                      61,161        160,402
  Inventory
    Costs & estimated earnings on
      long-term contracts                                    --             --
    Work-in-process                                         8,802         42,987
    Computer parts                                         70,957         43,477
  Prepaid expenses                                          5,664          3,201
                                                          -------        -------
        Total current assets                              153,962        251,267

FURNITURE AND EQUIPMENT, net of
  $86,150 and $81,978 of
  accumulated depreciation                                 19,874         22,571

PROTOTYPE EQUIPMENT, net of
  $161,785 and $150,903 of
  accumulated depreciation                                  5,116         15,998

Deposits                                                    3,774          3,774
                                                          -------        -------
                                                          182,726        293,610

                                  Page 3 of 11
<PAGE>



                           BALANCE SHEETS (CONTINUED)
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    December 31,       June 30,
                                                       1999              1999
                                                    (unaudited)
                                                   -----------------------------

CURRENT LIABILITIES
  Deposits                                                 80              --
  Note payable                                        108,871           209,514
  Accounts Payable                                    137,308           134,793
  Accrued Liabilities                                 121,023           187,489
  Payables - officers/directors                        54,610            34,354
  Current portion of capitalized
    lease obligation                                    1,027             1,977
  Deferred Revenue/LT Contracts                          --                --
                                                   ----------        ----------
    Total current liabilities                         422,919           568,127

Capitalized lease obligation                            5,328             4,411

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value;
    1,000,000 shares authorized,
    Series A, 812.5 shares issued
    and outstanding (liquidation
    preference of $32,500)                                  8                 8
  Common stock, no par value;
    5,000,000 shares authorized,
    1,386,237 shares issued and
    outstanding                                     1,745,016         1,745,016
  Additional paid-in capital                          324,842           324,842
  Accumulated deficit                              (2,315,387)       (2,348,794)
                                                   ----------        ----------
    Total stockholders' equity                       (245,521)         (278,928)
                                                   ----------        ----------
                                                      182,726           293,610



See accompanying notes to financial statements.



                                  Page 4 of 11
<PAGE>


                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                  Three Months Ended          Six Months Ended
                                      December 31                December 31
                                   1999        1998          1999         1998
                                 -----------------------------------------------

Revenues
  Sales                          180,283      303,590       370,584      641,837

Costs and expenses
  Cost of sales                   78,838      190,197       172,840      351,117
  Marketing                       28,086       52,465        51,024       97,765
  Research and
    development                     --         12,234         6,080       35,236
  General and
    administrative                54,703       53,609       107,234      145,532
                              ----------   ----------    ----------   ----------
                                 161,627      308,505       337,178      629,650

Net income (loss)                 18,656       (4,915)       33,406       12,187

Net income (loss)
  per common share                   .02        (--)            .03          .01

Weighted average
  common shares                1,386,237    1,321,237     1,386,237    1,321,237


See accompanying notes to financial statements.


                                  Page 5 of 11
<PAGE>


                      STATEMENTS OF CASH FLOWS (unaudited)

                                                    Six Months Ended December 31
                                                           1999          1998
                                                    ----------------------------

Cash flows from operating activities:
  Net income (loss)                                       33,406         12,187
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                       15,054         15,054
      (Increase) decrease in receivables                  99,241       (527,043)
      (Increase) decrease in costs and
        estimated earnings on long-term
        contracts                                           --          221,580
      (Increase) decrease in inventories                   6,705        (43,565)
      (Increase) decrease in prepaid
        expenses/deposits                                 (2,463)          --
      Increase (decrease) in accounts
        payable                                            2,515         (1,616)
      Increase (decrease) in accrued
        liabilities and customer deposits                (66,386)       175,383
      Increase (decrease) in payables--
        officers/directors                                20,256        (24,249)
      Increase (decrease) in deferred
        revenue                                             --          (29,642)
                                                        --------       --------
           Net cash provided by (used in)
           operating activities                          108,328       (201,911)

Cash flows from investing activities
  Acquisition of furniture & equipment                    (1,474)          (213)
  Acquisition of prototype equipment                        --           (1,167)
                                                        --------       --------
           Net cash used in investing
           activities                                     (1,474)        (1,380)
                                                        --------       --------

Cash flows from financing activities
  Proceeds from line of credit                           219,999        182,500
  Payments on line of credit                            (320,642)          --
  Payments on capital lease                                  (33)        (2,839)
  Proceeds from stock sale                                  --           10,000
                                                        --------       --------
           Net cash used in financing
           activities:                                  (100,676)       189,661


                                  Page 6 of 11
<PAGE>




Net increase (decrease) in cash and
  cash equivalents                                          6,178       (13,630)

Cash and cash equivalents at beginning
  of period                                                 1,200        23,952
                                                          -------       -------

Cash and cash equivalents at end of
  period                                                    7,378        10,322

Supplemental disclosures of cash flow
  information
Cash paid during the period for
  interest                                                  7,023        54,791


See accompanying notes to financial statements.



                                  Page 7 of 11
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation of the Company's financial position
as at December 31, 1999 and 1998 and the results of its operations, changes in
its stockholders' equity and cash flows for the respective periods then ended.
Management has elected to omit certain disclosure required by generally accepted
accounting principles. The Company's Form 10-KSB for fiscal year ended June 30,
1999 includes audited financial statements as of June 30, 1999 and 1998,
complete with the auditors' report and footnotes to the financial statements,
and should be read in conjunction with this Form 10-QSB.

2.  STOCKHOLDERS' EQUITY

On May 25, 1993, the Company's shareholders approved a 1 for 400 reverse split
of the Company's common stock and preferred stock, and increased the authorized
capital stock of the Company to 5,000,000 shares of no par value common stock
and 1,000,000 shares of $.01 par value preferred stock. Retroactive effect has
been given to all share and per share data in the accompanying financial
statements.

The Series A preferred stock has a $40.00 per share liquidation preference and
is convertible to common stock on an eighteen for one basis at the option of the
holders. The preferred stock may be redeemed at any time at $40.00 per share, at
the election of the Board of Directors of the Company.

The Company has authorized but unissued shares of preferred stock which may be
issued in such series and preferences as determined by the Board of Directors.


                                  Page 8 of 11
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Systems West, Inc. posted a net income of $18,656 on net sales of $180,283 for
the second quarter of fiscal year 2000, and a cumulative net profit of $33,406
on net sales of $370,584 for the six months ended December 31, 1999. Although
revenues for the Company continue to be weak, the corporate-wide restructuring
initiated at fiscal year end June 30, 1999 has materially reduced operating
expenses and facilitated a profitable quarter. Ongoing, the Company expects to
operate at modest revenue levels reflective of its existing back orders, support
current business commitments and aggressively pursue additional capital in order
to return Systems West to more active operating levels, particularly in sales
and marketing.

The Company's back orders at December 31, 1999 approximate $75,000 representing
South American and Pacific Rim projects deliverable in the third quarter.

FINANCIAL CONDITION

At December 31, 1999, the Company had a working capital deficit of $(268,957)
compared to a working capital deficit of ($314,011) at December 31, 1998.

The current working capital requirements are supplemented by export loans
guaranteed by the Small Business Administration and a $50,000 subordinated two
year, 8% interest note convertible at $.50 per share from a private investor.
However, the Company continues to be severely constrained by shortfalls in
working capital needed to support normal levels of operating activities.

In addition to the borrowings mentioned above, the Company continues to solicit
investors and/or strategic partners to enable it to capitalize on its core
technology opportunities in the significant global market. To date, definitive
investment or other opportunities have yet to materialize.

The Board and management have serious doubts concerning the Company's ability to
sustain successful operations and return the operation to annual profitability
without a material capital infusion.



                                  Page 9 of 11
<PAGE>


PART II. OTHER INFORMATION

No information is included in answer to Items 1, 2, 3, 4, 5 or 6 under Part II
as the Items are either not applicable or, if applicable, the answer is
negative.


                           Forward-Looking Statements

The statements contained in this report which are not historical in nature are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934 and the Company
intends that such forward-looking statements be subject to the safe harbors for
such statements under such sections. The forward-looking statements herein are
based on current expectations that involve a number of risks and uncertainties.
Such forward-looking statements are based on numerous assumptions, including,
but not limited to, the assumption that the Company can successfully compete
with larger, more established competitors; that the market segments targeted by
the Company will continue to grow; that pricing and other competitive pressures
worldwide on significant projects will not cause margins to erode significantly;
that the Company will complete its major project cost-effectively to budgetary
expectations; and that currency fluctuations worldwide will not cause adverse
pricing pressures.

The foregoing assumptions are based on judgments with respect to, among other
things, future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the Company's control. Accordingly, although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any such assumption could prove to be inaccurate and therefore
there can be no assurance that the results contemplated in forward-looking
statements will be realized. The forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in or implied by the forward-looking statements, including, but
not limited to, the risk that competitive conditions in the industry will change
adversely or otherwise become more intense; that changes in technology or
customer preference could cause the growth rate in the markets the Company
serves to slow or halt; that demand for the Systems West product line will slow;
that worldwide pricing and other competitive pressures could adversely affect
the Company's margins; or that currency fluctuations could result in
international pricing pressures or could reduce the value in U.S. dollar terms
of the Company's international sales.

                                  Page 10 of 11

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                SYSTEMS WEST, INC.
                                                (Registrant)


9/11/00                                         /s/  Kenneth W. Ruggles
-------                                         --------------------------------
(Date)                                                   (Signature)

9/11/00                                         /s/  Douglas S. Timms
-------                                         --------------------------------
(Date)                                                   (Signature)


                                  Page 11 of 11