U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                  For the quarterly period ended June 30, 2001


                       Commission File Number:


                      Springfield Acquisitions Corporation
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Colorado                                    84-1088455
 ------------------------------              -------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)



                   8891 East Easter Place Englewood, CO 80112
            ---------------------------------------------------------
           (Address of principal executive offices including zip code)


                                 (303) 741-0745
                            -------------------------
                           (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                            Yes  X             No
                               -----             -----

As of June 30, 2001 the Registrant had 500,000 shares of common stock, no par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                              -----  -----

<PAGE>


                                          INDEX



                                                                  PAGE
                                                                 NUMBER

Part I.  Financial Information

     Item I.  Financial Statements

              Review Report of Independent Certified
              Public Accountant                                     3

              Balance Sheets as of June 30, 2001
              and December 31, 2000                                 4

              Statement of Operations, Three Months
                  Ended June 30, 2001 and 2000                      5

                  Statement of Operations, Six Months
                  Ended June 30, 2001 and 2000                      6

                  Statement of Cash Flows, Six Months
                  Ended June 30, 2001 and 2000                      7

              Notes to Financial Statements                         8

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                            9

Part II.  Other Information                                         10


     This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, and is subject to the safe harbors
created by those sections. These forward-looking statements are subject to
significant risks and uncertainties which may cause actual results to differ
materially from those discussed in such forward-looking statements. The
forward-looking statements within this Form 10-QSB are identified by words such
as "believes," "anticipates," "expects," "intends," "may," "will" and other
similar expressions. However, these words are not the exclusive means of
identifying such statements. In addition, any statements which refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-QSB with the Securities and
Exchange Commission ("SEC"). Readers are urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
other reports filed with the SEC that attempt to advise interested parties of
the risks and factors that may affect the Company's business.

                                        2

<PAGE>


          REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
          --------------------------------------------------------


The Board of Directors
Springfield Acquisitions Corporation
Boulder, CO

We have reviewed the accompanying balance sheet of Springfield Acquisitions
Corporation as of June 30, 2001, and the related statements of operations and
cash flows for the three months and six months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Springfield Acquisitions Corporation.

A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. 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
statements 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 in order for them to be in
conformity with generally accepted accounting principles.

As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.





Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211

August 3, 2001


                                       3

<PAGE>


                      SPRINGFIELD ACQUISITIONS CORPORATION

                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS



                                                 June 31,     December 31,
                                                  2001            2000
                                              ------------     -----------

Current Assets
 Accounts receivable, related party           $       205      $      205
                                              -----------      ----------
  Total Current Assets                                205             205

  Total Assets                                $       205      $      205
                                              ===========      ==========



                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
 Accounts payable related party                     8,695           6,345
 Accounts payable                                     500            --
                                              -----------     -----------

Total Liabilities                                   9,195           6,345
                                              ===========     ===========

Stockholders' (Deficit):
Preferred Stock, no par value,
     10,000,000 shares authorized
     none issued and outstanding                     --              --
 Common Stock, no par value,
     800,000,000 shares authorized
     500,000 shares issued and
     outstanding                                      300             300
Accumulated deficit                                (9,290)         (6,440)
                                              -----------      ----------
Total Stockholders' (Deficit)                      (8,990)         (6,140)
                                              -----------      ----------

Total Liabilities and Stockholders' (Deficit) $       205      $      205
                                              ===========      ==========


    The accompanying notes are an integral part of the financial statements.

                                        4

<PAGE>



                      SPRINGFIELD ACQUISITIONS CORPORATION

                           STATEMENTS OF OPERATIONS
                                (Unaudited)



                                              Three Months Ended
                                                   June 30,
                                             2001            2000
                                         ----------------------------

Revenues                                 $      --        $      --
                                         -----------      -----------

Operating Expenses:
     Audit fees                                  500            1,750
     Legal fees                                  331             --
     Other                                       100              110
                                         -----------      -----------
       Total Operating Expenses                  931            1,860
                                         -----------      -----------

Net Loss                                        (931)          (1,860)
                                         -----------      -----------

Net Loss Per Share                       $ (0.001862)     $  (.003720)
                                         ===========      ===========

Weighted Average Number of Shares
 Outstanding                                 500,000          500,000
                                         ===========      ===========


    The accompanying notes are an integral part of the financial statements.

                                        5

<PAGE>


                      SPRINGFIELD ACQUISITIONS CORPORATION

                           STATEMENTS OF OPERATIONS
                                (Unaudited)



                                               Six Months Ended
                                                   June 30,
                                             2001            2000
                                         ----------------------------

Revenues                                 $      --      $        --
                                         -----------      -----------

Operating Expenses:
     Audit fees                                2,250            1,750
     Legal fees                                  331             --
     Other                                       269              110
                                         -----------      -----------
       Total Operating Expenses                2,850            1,860
                                         -----------      -----------

Net Loss                                      (2,850)          (1,860)
                                         -----------      -----------

Net Loss Per Share                         ($ 0.0057)     $  (.003720)
                                         ===========      ===========

Weighted Average Number of Shares
 Outstanding                                 500,000          500,000
                                         ===========      ===========


    The accompanying notes are an integral part of the financial statements.

                                        6

<PAGE>



                     SPRINGFIELD ACQUISITIONS CORPORATION

                           STATEMENT OF CASH FLOWS
                                (Unaudited)



                                                         Six Months Ended
                                                              June 30,
                                                          2001           2000
                                                    --------------------------

Cash Flows from Operating Activities:
 Net (loss)                                         $   (2,850)     $   (1,860)
  Adjustment to reconcile net (loss)
   to net cash provided by operating
   activities:
     Increase in accounts payable,
       related party                                     2,350           1,860
     Increase in accounts payable                          500            --
                                                    ----------      ----------

  Net Cash (Used in) Operating Activities                 --              --
                                                    ----------      ----------


Cash Flows from Investing Activities                      --              --
                                                    ----------      ----------

Cash Flows from Financing Activities                      --              --
                                                    ----------      ----------

Increase in Cash                                          --              --

Cash, Beginning of Period                                 --              --
                                                    ----------      ----------

Cash, End of Period                                 $     --        $     --
                                                    ==========      ==========

Interest Paid                                       $     --        $     --
                                                    ==========      ==========

Income Taxes Paid                                   $     --        $     --
                                                    ==========      ==========


    The accompanying notes are an integral part of the financial statements.

                                        7

<PAGE>


                      SPRINGFIELD ACQUISITIONS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                            June 30, 2001 (Unaudited)


(1)   Condensed Financial Statements
      ------------------------------

The financial statements included herein have been prepared by Springfield
Acquisitions Corporation without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Springfield Acquisitions Corporation
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the December 31, 2000 audited financial statements and the
accompanying notes thereto. While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of the amounts
are in some respect's dependent upon the facts that will exist, and procedures
that will be accomplished by Springfield Acquisitions Corporation later in the
year.

The management of Springfield Acquisitions Corporation believes that the
accompanying unaudited condensed financial statements contain all adjustments
(including normal recurring adjustments) necessary to present fairly the
operations and cash flows for the periods presented.

(2)   Basis of Presentation - Going Concern
      -------------------------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
since its inception and has a net capital deficiency. This fact raises
substantial doubt about the Company's ability to continue as a going concern.
Management is attempting to raise additional capital.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.

Management is in the process of attempting to raise additional capital and
reduce operating expenses. Management believes that its ability to raise
additional capital and reduce operating expenses provide an opportunity for the
Company to continue as a going concern.


                                        8

<PAGE>


                                     ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Springfield Acquisitions Corporation (the "Company") was organized as a Colorado
corporation on March 15, 1989, in order to evaluate, structure and complete a
merger with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships. The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area in
seeking out opportunities. Management has not identified any particular business
or industry within which the Company will seek an acquisition or merger. The
Company has not conducted, nor have others made available to it, market research
supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended June 30, 2001, and
management does not anticipate any revenues until following the conclusion of a
merger or acquisition, if any, as contemplated by the Company's business plan.

The Company's capital is limited. The Company anticipates operational costs will
be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At June 30, 2001, the Company had no material commitments for capital
expenditures.

                                        9

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

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 Company was not required to file a report on Form 8-K during
         the three months ended June 30, 2001.


                                       10

<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.



                                            SPRINGFIELD ACQUISITIONS CORPORATION



Date: August 3, 2001                        By:  /s/  Robert Hirsekorn
                                               --------------------------
                                                      Robert Hirsekorn
                                                      President