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: September 30, 2000

( )      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934


For the transition period from ______________________to _______________________


                         Commission file number 0-27733

                             CERRITOS HOLDINGS INC.
        (Exact name of small business issuer as specified in its charter)


           NEVADA                                       77-0497976
-------------------------------           -------------------------------------
(State or other jurisdiction of           (I.R. S. Employer Identification No.)
Incorporation or organization)



               302-1040 Hamilton Street, Vancouver, B.C., V6B 2R9
                    (Address of principal executive offices)

                                 (604) 603-2542

                           (Issuer's telephone number)

                      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: July 21, 2000 12,000,000

Transitional Small Business Disclosure Format (check one).    Yes      No   x
                                                                  ---      ---
<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                  -------------

                                                   September 30,  December 31,
                                                    2,000           1999
                                                   --------        --------

ASSETS

Intangible and Other Assets

  Motion Picture and Television Rights             $ 13,717        $ 13,717
                                                   ========        ========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts Payable                                 $  4,881        $    181
  Accounts Expenses                                   2,717           2,717
                                                   --------        --------
         Total Liabilities                            7,598           2,898
                                                   --------        --------
Stockholders' Equity:
  Common Stock, Par value $.001
     Authorized 100,000,000 shares
     Issued 12,000,000 Shares

       at September 30, 2,000
        and December 31, 1999                        12,000          12,000
     Paid-In Capital                                  1,485           1,485
     Currency Translation Adjustments                  --              --
     Retained Deficit                                (1,200)         (1,200)
     Deficit Accumulated During the
       Development Stage                             (6,166)         (1,466)
                                                   --------        --------
    Total Stockholders' Equity                        6,199          10,819
                                                   --------        --------
    Total Liabilities and Stockholders' Equity     $ 13,717        $ 13,717
                                                   ========        ========

                 See accompanying notes and accountants' report

                                       F-1

<PAGE>

<TABLE>
<CAPTION>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                             STATEMTNS OF OPERATIONS

                                                                                        Cumulative
                                                                                       Since July 9,

                                   For the Three Months         For the Nine Months         1999
                                           Ended                       Ended            Inception of
                                      September 30,                September 30,        Development
                                  2000            1999          2000          1999          Stage
                               ----------        -----        -------         -----        -------

<S>                            <C>               <C>          <C>             <C>          <C>
Revenues                       $     --          $--          $  --           $--          $  --
                               ----------        -----        -------         -----        -------

General &
Administrative                      2,200         --            4,700          --            6,160
                               ----------        -----        -------         -----        -------

Operating Loss                       --           --             --            --             --

Other income (expense):
  Interest expense                   --           --             --            --             --

Reorganization items:
  Administrative fee                 --           --             --            --             --
-----------------------        ----------        -----        -------         -----        -------

Loss before taxes

Income taxes                         --           --             --            --             --
                               ----------        -----        -------         -----        -------

     Net Loss                  $(2,200)          $--          $(4,700)        $--          $(6,160)
                               ==========        =====        =======         =====        =======

</TABLE>

                 See accompanying notes and accountants' report.

                                       F-2

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                                                                      Cumulative
                                                                   Since July 9,

                                             For the Nine Months     1999
                                                    Ended         Inception of
                                                September 30,    Development
                                              2000       1999      Stage
                                            --------    ------   --------

CASH FLOW FROM
OPERATING ACTIVITIES:

Net Loss                                    $ (4,700)   $ --     $ (6,160)
Increase (Decrease) in Accounts
  Payable                                      4,700      --        4,683
Increase (Decrease) in Accrued
  Liabilities                                   --        --        2,710
                                            --------    ------   --------

Net Cash Used in Operating

  Activities                                    --        --        1,232
                                            --------    ------   --------

CASH FLOWS FROM
INVESTING ACTIVITIES:
Investment in Motion Picture and

  Television rights                             --        --      (13,710)
                                            --------    ------   --------

Net cash provided by investing
  Activities                                    --        --      (13,710)
                                            --------    ------   --------

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed by shareholder              --        --       12,485
                                            --------    ------   --------

Net Cash Provided by

  Financing Activities                          --        --       12,485
                                            --------    ------   --------

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                $  --       $  --    $  250

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

                                       F-3

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This summary of accounting  policies for Cerritos  Holdings Inc. 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.

The  unaudited  financial  statements  as of September 30, 2000 and for the nine
months 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 October 9,
1996. The Company ceased all operating activities during the period from October
29,  1996 to July 9,  1999 and was  considered  dormant.  On July 9,  1999,  the
Company  obtained a Certificate of renewal from the State of Nevada.  Since July
9, 1999, the Company is in the development  stage, and has not commenced planned
principal operations.

Nature of Business

The Company intends to position  itself to evolve into a vertically  integrated,
diversified global media entertainment company. The Company intends to acquire a
number of diversified entertainment companies that will allow for the pursuit of
opportunities currently available in the global marketplace.

The Company  anticipates  generating  revenues from several sources,  including,
production of new and existing  feature  films,  as well as expanding into other
areas of the entertainment industry.

Foreign Currency Translation

The  functional  currency  of the  Company is Canadian  dollars.  Balance  sheet
accounts are translated to U.S.  dollars at the current  exchange rate as of the
balance sheet date.  Income  statement items are translated at average  exchange
rates during the period. The resulting  translation  adjustment is recorded as a
separate component of stockholders' equity.

                                       F-4

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTS POLICIES (continued)

Loss per Share

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

<TABLE>
<CAPTION>

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

                                            For the three months ended September 30, 2000

<S>                                           <C>                         <C>                     <C>
Basic Loss per Share

Loss to common shareholders                   $    (2,200)                12,000,000              $   --
                                               ==========                 ==========              ========

                                            For the Nine months ended September 30, 2000

Basic Loss per Share

Loss to common shareholders                   $    (4,700)                12,000,000             $   --
                                               ==========                 ==========             ========


                                            For the three months ended September 30, 2000

Basic Loss per Share

Loss to common shareholders                   $12,000,000                 $   --                 $   --
                                               ==========                 ==========             ========

                                            For the nine months ended September 30, 2000

Basic Loss per Share

Loss to common shareholders                   $   --                      12,000,000              $  --
                                               ==========                 ==========              =======
</TABLE>

The  effect  of  outstanding  common  stock  equivalents  is  anti-dilutive  for
September 30, 2000 and 1999 and is thus not considered.

Intangible Assets

Intangible  assets  are  valued  at cost and  will be  amortized  on the  income
forecast method.  The initial valuation of the motion picture option agreements,
were derived from what Management believes to be arms length negotiation.

There have been no production  costs as of December 31, 1999. It is  anticipated
that when production  costs are incurred the income forecast method will be used
to  amortize  the cost of  production  for films,  manuscripts,  recordings  and
similar property.

                                       F-5

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                  FOR THE NINE MONTHS ENDED SEPTEMBBER 30, 2000
                                   (Continued)

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

Intangible Assets (Continued)

The Company  identifies and records  impairment losses on intangible assets when
events and  circumstances  indicate  that such  assets  might be  impaired.  The
Company  considers  factors such as  significant  changes in the  regulatory  or
business  climate and  projected  future cash flows from the  respective  asset.
Impairment  losses are  measures as the amount by which the  carrying  amount of
intangible asset exceeds its fair value.

Reclassification

Certain  reclassifications  have  been  made  in the  2000  and  1999  financial
statements to conform with the September 30, 2000 presentation.

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 results could differ from those estimates.

NOTE 2 - INCOME TAXES

As of September 30, 2000, the Company had a net operating loss carry-forward for
income tax reporting purposes of approximately $3,000 that may be offset against
future taxable  income  through 2011.  Current tax laws limit the amount of loss
available to be offset against  future taxable 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
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

                                       F-6

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Continued)

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 September 30, 2000,  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 not commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

On May 6,  1999,  the Board of  Directo4rs  authorized  1,000 to 1 stock  split,
changed the authorized number of shares to 100,000,000  shares and the par value
to $.001 for the  Company's  common  stock.  As a result of the  split,  999,000
shares were issued.

On December 2, 1999, the Board of Directors authorized a 30 to 1 stock split. As
a result of this split the Company  issued  11,6000,000  shares of common stock.
All references in the accompanying  financial statements to the number of common
shares and per-share amounts for 2000 and 1999 have been restated to reflect the
stock split.

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

The Company intends to position  itself to evolve into a vertically  integrated,
diversified global media entertainment companies that will allow for the pursuit
of opportunities currently available in the global marketplace.

The Company  anticipates  generating  revenues from several sources,  including,
production of new and existing  feature  films,  as well as expanding into other
areas of the entertainment industry.

The  Company  was not in full  operations  during  1999 and 1998 and  thus,  the
revenues  generated are not  representative of those that will be generated once
the Company  becomes  fully  operational.  Revenues  are not yet  sufficient  to
support the  Company's  operating  expenses  and are not  expected to reach such
levels until the first or second quarter of 2001. Since the Company's formation,
it has funded its operations and capital expenditures  primarily through private
placements  of debt and equity  securities.  See "Recent  Sales of  Unregistered
Securities."  The Company  expects  that it will be required to seek  additional
financing in the future.  There can be no assurance  that such financing will be
available at all or available on terms acceptable to the Company.

                                       F-7

<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Continued)

Plan of Operation

The Company  was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation.

The Company may incur significant post-merger or acquisition  registration costs
in the  event  management  wishes to  register  a portion  of their  shares  for
subsequent  sale. The Company will also incur  significant  legal and accounting
costs in  connection  with the  acquisition  including  the  costs of  preparing
post-effective  amendments,  Forms  8-K,  agreements  and  related  reports  and
documents.

The Company will not have sufficient  funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of the products acquired. Accordingly,  following the acquisition,
the Company will, in all  likelihood,  be required to either seek debt or equity
financing  or obtain  funding  from third  parties,  in  exchange  for which the
Company may be required to give up a substantial  portion of its interest in the
acquired product.  There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

Results of Operations

From April 7, 1997 to July 9, 1999,  the Company  was an  inactive  corporation.
From July 9, 1999, the Company was a development stage company and had not begun
principal  operations.  Accordingly,  comparisons  with  prior  periods  are not
meaningful.

Liquidity and Capital Resources

The  Company  has met its  capital  requirements  through the sale of its Common
Stock.  Since  the  Company's  re-activation  in July  9,  1999,  the  Company's
principal  capital  requirements have been the funding of the development of the
Company.

After  the  completion  of its  expansion  plans,  the  Company  expects  future
development and expansion will be financed through cash flor from operations and
other  forms  of  financing  such as the  sale of  additional  equity  and  debt
securities,  capital leases and other credit facilities. There are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.

Government Regulations

The Company is subject to all pertinent Federal, State, and Local laws governing
its business.  The Company is subject to licensing and regulation by a number of
authorities in its Province (State) or  municipality.  These may include health,
safety,  and fire  regulations.  The  Company's  operations  are also subject to
Federal and Sate minimum wage laws governing such matters as working  conditions
and overtime.

                                       F-8

<PAGE>

Competition

The Company faces competition from a wide variety of entertainment distributors,
many of which have substantially greater financial,  marketing and technological
resources than the Company.

Employees

                           As of October 23, 2000, the Company had no employees.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The  Company is not  engaged in any legal  proceedings  other than the  ordinary
routine litigation incidental to its business operations, which the Company does
not  believe,  in the  aggregate,  will have a  material  adverse  effect on the
Company, or its operations.

Item 2.  Changes in Securities

                  None.

Item 3.   Defaults Upon Senior Securities

                  None.

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

                  None.



Item 5.  Other Information
                  None.

Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are included as part of this report:

Exhibit
Number   Exhibit

3.1      Articles of Incorporation (1)
3.2      Amended Articles of Incorporation (1)
3.3      Bylaws (1)


Financial Data Schedule

(1)      Incorporated by reference to the Registrant's registration statement on
         Form 10K-SB filed on May 8, 2000.

(b)      The Company filed a report on Form 8-K on January 24, 2000, to report a
         change in control of the company and resignation of officer.

                                       F-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,  thereto  duly
authorized.

                             CETTITOS HOLDINGS INC.
                                  (Registrant)

Date:             October 23, 2000         By: /S/Joseph L. Searles, III
                                               -------------------------
                                                  Joseph L. Searles, III
                                                 (Principal Executive Officer)


Date:             October 23, 2000         By: /S/Joseph L. Searles, III
                                               -------------------------
                                                  Joseph L. Searles, III
                                                 (Principal Financial and
                                                  Accounting Officer)
                                      F-10