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: March 31, 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)

                 5350 Byrne Road, Burnaby, B.C., Canada V5J 3J3
                 ----------------------------------------------
                    (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:  May 11, 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 sheets of Cerritos  Holdings
Inc.  (a  development  stage  company)  as of March 31,  2000,  and the  related
statements of operations,  and cash flows for the three month period then ended.
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
May 11, 2000


<PAGE>



                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                 March 31,          December 31,
ASSETS                                                                              2000                1999
                                                                             ------------------  ------------------
<S>                                                                         <C>                 <C>
Intangible and Other Assets
  Motion Picture and Television Rights                                       $           13,717  $           13,717
                                                                             ==================  ==================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts Payable                                                           $            2,681  $              181
  Accrued Expenses                                                                        2,717               2,717
                                                                             ------------------  ------------------
     Total Liabilities                                                                    5,398               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                                                                    (3,966)             (1,466)
                                                                             ------------------  ------------------
     Total Stockholders' Equity                                                           8,319              10,819
                                                                             ------------------  ------------------
     Total Liabilities and
       Stockholders' Equity                                                  $           13,717  $           13,717
                                                                             ==================  ==================
</TABLE>














                 See accompanying notes and accountants' report.


<PAGE>



                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                   since July 9,
                                                                                                        1999
                                                                                                     inception
                                                               For the three months ended                of
                                                                        March 31,                   development
                                                          -------------------------------------
                                                                2000                1999               stage
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                 <C>                 <C>
Revenues:                                                 $               -   $               -   $               -
Expenses:
  General & Administrative                                            2,500                   -               3,966
                                                          -----------------  ------------------  ------------------

     Net Loss                                             $          (2,500) $                   $           (3,966)
                                                          =================  ==================  ==================

Basic & Diluted loss per share                            $               -  $                -
                                                          =================  ==================
</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 three months ended         Inception of
                                                                   March 31,                   Development
                                                       ----------------------------------
                                                             1999              1998               Stage
                                                       ----------------   ---------------   -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                    <C>                 <C>              <C>
Net Loss                                               $         (2,500)   $            -   $          (3,966)
Increase (Decrease) in Accounts Payable                           2,500                 -               2,481
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 THREE MONTHS ENDED MARCH 31, 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 March 31, 2000 and for the
three 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 THREE MONTHS ENDED MARCH 31, 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:
<TABLE>
<CAPTION>

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

                                                                 For the three months ended March 31, 2000
                                                                 -----------------------------------------
Basic Loss per Share
<S>                                                     <C>                          <C>         <C>
Loss to common shareholders                             $           (2,500)          12,000,000  $                -
                                                        ==================  ===================  ==================

                                                                 For the three months ended March 31, 1999
                                                                 -----------------------------------------
Basic Loss per Share
Loss to common shareholders                             $                -           12,000,000  $                -
                                                        ==================  ===================  ==================
</TABLE>

         The effect of outstanding  common stock  equivalents are  anti-dilutive
for March 31, 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.

         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.


<PAGE>



                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

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

Reclassification

         Certain reclassifications have been made in the 2000 and 1999 financial
statements to conform with the March 31, 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 March 31, 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.

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.


<PAGE>



                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Continued)

NOTE 4 - COMMITMENTS

         As of March 31, 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.

Results of Operations


<PAGE>



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 May 5, 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:    May 12, 2000                  By:   /s/ Ken Kantymir
                                           ----------------------
                                        Ken Kantymir,
                                        C.E.O., Chairman, President, Director
                                        (Principal Executive Officer)




Date:    May 12, 2000                   By: /s/ David Richard Lewis
                                           ---------------------------
                                           David Richard Lewis,
                                           Vice-President, Secretary, Director
                                   (Principal Financial and Accounting Officer)


<PAGE>