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: June 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>

                                     PART I

Item 1.  Financial Statements

                         INDEPENDENT ACCOUNTANT'S REPORT

Cerritos Holdings Inc.
(A Development Stage Company)


     We have reviewed the accompanying  balance sheet of Cerritos  Holdings Inc.
(a development stage company) as of June 30, 2000 and December 31, 1999, and the
related  statements of operations  for the three and six months,  and cash flows
for the six  month  periods  ended  June 30,  2000  and  1999.  These  financial
statements are the responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

                                           Respectfully submitted



                                           /s/ Robison, Hill & Co.
                                           Certified Public Accountants

Salt Lake City, Utah
July 21, 2000


<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                          June 30,  December 31,
ASSETS ...............................................      2000         1999
                                                          --------     --------
Intangible and Other Assets

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

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts Payable ...................................    $  4,881     $    181
  Accrued 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 March 31, 2000
    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


<PAGE>

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

<TABLE>
<CAPTION>

                                                                        Cumulative
                                                                       Since July 9,
                         For the Three Months     For the Six Months       1999
                                Ended                   Ended           Inception of
                               June 30,                June 30,         Development
                         ----------------------   -------------------- --------------
                            2000        1999        2000       1999         Stage
                         -----------  ---------   --------  ----------  -------------
<S>                      <C>          <C>         <C>       <C>         <C>
Revenues ............... $      --    $     --    $   --    $     --    $        --
                         -----------  ----------  --------  ----------  -------------

Expenses

General & Administrative       2,200        --       4,700        --            6,166
                         -----------  ----------  --------  ----------  -------------

Operating Loss .........       --           --        --          --             --

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

Reorganization items:
   Administrative fees .       --           --        --          --             --
                        -----------  -----------  --------  ----------  --------------

Loss before taxes

Income taxes ...........       --           --        --          --             --
                        -----------  -----------  --------  ----------  --------------

       Net Loss ........$    (2,200) $      --    $ (4,700) $     --    $       (6,166)
                        ===========  ===========  ========  ==========  ==============

</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>

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

<TABLE>
<CAPTION>

                                                                           Cumulative
                                                                          Since July 9,
                                                                              1999
                                                 For the six months ended Inception of
                                                           June 30,        Development
                                                     --------------------
                                                       2000       1999       Stage
                                                     -------   ----------   --------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                  <C>       <C>          <C>
Net Loss ..........................................  $(4,700)  $      --    $ (6,166)
Increase (Decrease) in Accounts Payable ...........    4,700          --       4,681
Increase (Decrease) in Accrued Liabilities ........     --            --       2,717
                                                     -------   -----------  --------
  Net Cash Used in operating activities ............    --            --       1,232
                                                     -------   -----------  --------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Investment in Motion Picture and

  Television rights .................................   --            --     (13,717)
                                                     -------   -----------  --------
Net cash provided by investing activities ...........   --            --     (13,717)
                                                     -------   -----------  --------

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

</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 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 June 30,  2000 and for the six
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 29, 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.


<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Continued)

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

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:
                                                                  Per-Share
                                 Income           Shares            Amount
                               (Numerator)    (Denominator)

                               For the three months ended June 30, 2000
Basic Loss per Share

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

                                For the six months ended June 30, 2000
Basic Loss per Share

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

                               For the three months ended June 30, 1999
Basic Loss per Share

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

                                  For the six months ended June 30, 1999
Basic Loss per Share

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

     The effect of outstanding  common stock  equivalents are  anti-dilutive for
June 30, 2000 and 1999 and are 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.


<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 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 June 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 June 30, 2000, the Company had a net operating loss  carryforward 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.


<PAGE>

                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 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 June 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 no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

     On May 6, 1999 the Board of  Directors  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  11,600,000 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.


<PAGE>

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

General

     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.

     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. .

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.


<PAGE>

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 flow 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 State minimum wage laws governing such matters as working conditions
and overtime.

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 July 21, 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.


<PAGE>


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)
27.1    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.


<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.

                             CERRITOS HOLDINGS INC.
                                  (Registrant)

Date:      July 21, 2000            By:   /s/ Ken Kantymir
                                    Ken Kantymir,
                                    C.E.O., Chairman, President, Director
                                    (Principal Executive Officer)




Date:      July 21, 2000            By: /s/ David Richard Lewis
                                    David Richard Lewis,
                                    Vice-President, Secretary, Director
                                    (Principal Financial and Accounting Officer)