SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[X]      QUARTERLY  REPORT  PURSUANT  TO  SECTON  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 2002

[ ]      TRANSITIONAL  REPORT  UNDER  SECTION  13 OR  15(d)  OF  THE  SECURITIES
         EXCHANGE ACT OF 1934 (No Fee Required)

                          Commission File No. 000-30473


                           Hartland Investments, Inc.
              ----------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           Delaware                                                980221494
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation of organization)                              Identification No.)

             14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75254
        ----------------------------------------------------------------
                     (Address of principal executive office

                                 (972) 726-9203
                          ----------------------------
                           (Issuer's telephone number)

         Check whether the issuer has (1) filed all reports  required by Section
12 or 15(d) of the Exchange  Act during the past 12 months,  and 2) been subject
to such filing requirements for the past ninety (90) days. Yes [ ] No [X ]

As of June 30, 2002, 1,250,000 shares of Common Stock were outstanding.

<PAGE>


                           HARTLAND INVESTMENTS, INC.
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                             JUNE 30, 2002 AND 2001


                                     Assets
                                     ------

                                                           2002         2001
                                                         ---------    ---------

Current assets:

   Cash                                                  $    --      $    --
                                                         ---------    ---------

         Total current assets                                 --           --
                                                         ---------    ---------


Other assets                                                  --           --
                                                         ---------    ---------

                                                         $    --      $    --
                                                         =========    =========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:

   Stockholder advance                                   $     823    $     823
                                                         ---------    ---------

       Total current liabilities                               823          823
                                                         ---------    ---------

Commitments and contingencies                                 --           --

Stockholders' equity:

Preferred stock, $.0001 par value,
    20,000,000 shares authorized, no
    shares issued and outstanding, no
    rights or preferences determined                          --           --
Common stock, $.0001 par value,
    80,000,000 shares authorized,
    1,250,000 shares issued and outstanding                    125          125
    Paid in capital                                            762          762
    Deficit accumulated during the
       development stage                                    (1,710)      (1,710)
                                                         ---------    ---------

         Total stockholders' equity                           (823)        (823)
                                                         ---------    ---------


                                                         $    --      $    --
                                                         =========    =========


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

                                       2
<PAGE>
<TABLE>
<CAPTION>


                           HARTLAND INVESTMENTS, INC.
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001




                                          Three            Six            Three            Six
                                       Months Ended    Months Ended    Months Ended    Months Ended
                                      June 30, 2002   June 30, 2002   June 30, 2001   June 30, 2001
                                      -------------   -------------   -------------   -------------
<S>                                   <C>             <C>             <C>             <C>

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

Operating expenses:

         General and administrative            --              --              --              --
                                      -------------   -------------   -------------   -------------

Operating loss                                 --              --              --              --
                                      -------------   -------------   -------------   -------------

Loss before income taxes                       --              --              --              --

Provision for income taxes                     --              --              --              --
                                      -------------   -------------   -------------   -------------

Net loss                              $        --     $        --     $        --     $        --
                                      =============   =============   =============   =============



Net loss per share                             --              --              --              --
</TABLE>


















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

                                       3
<PAGE>
<TABLE>
<CAPTION>

                           HARTLAND INVESTMENTS, INC.
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001




                                                                   2002           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash flows from operating activities:

         Cash to suppliers                                    $       --     $       --
                                                              ------------   ------------

                  Net cash used in operating activities               --             --
                                                              ------------   ------------

Cash flows from investing activities:

                  Net cash used for investing activities              --             --
                                                              ------------   ------------

Cash flows from financing activities:

         Issuance of common stock                                     --             --
         Stockholder advance                                          --             --
                                                              ------------   ------------

                  Net cash provided by financing activities           --             --
                                                              ------------   ------------

Net decrease in cash                                                  --             --

Cash at beginning of year                                             --             --
                                                              ------------   ------------
Cash at end of year                                           $       --     $       --
                                                              ============   ============


                     Reconciliation of Net Loss to Net Cash
                        Provided by Operating Activities

Adjustments to reconcile net loss
         to cash used in operating activities:

         Net loss                                                     --             --
                                                              ------------   ------------

                  Total adjustments                                   --             --
                                                              ------------   ------------

Net cash used in operating activities                         $       --     $       --
                                                              ============   ============
</TABLE>







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

                                       4
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION
   ---------------------

The accompany unaudited condensed financial  statements of Harland  Investments,
Inc. (the  Company) have been prepared by the Company  pursuant to the rules and
regulations of the Securities and Exchange Commission.

The  information  furnished  herein  reflects all  adjustments and accruals that
management  believes is necessary to fairly state the operating  results for the
respective  periods.  Certain  information  and  footnote  disclosures  normally
included in annual  financial  statements  prepared in accordance with generally
accepted  accounting  principles  have been  omitted  pursuant to such rules and
regulations  of  the  Securities  and  Exchange  Commission  under  item  310 of
Regulation S-B. The notes to the condensed  financial  statements should be read
in conjunction with the notes to the financials  contained in the Company's Form
10-KSB for the year ended December 31, 2001. The Company's  management  believes
that the disclosures are sufficient for interim  financial  reporting  purposes.
The results of operations for any interim period are not necessarily  indicative
of the results for the year.

2. LIQUIDITY
   ---------

The  Company  has  incurred  losses  over the last two years and has no  working
capital.  These  conditions  give rise to substantial  doubt about the Company's
ability  to  continue  as a going  concern.  Management  is  continuing  to seek
additional equity capital to fund its operations. Management believes that these
steps will  provide the Company  with  adequate  funds to sustain its growth and
continued  existence.  There is,  however,  no assurance that the steps taken by
management  will meet all of the  Company's  needs or that is will continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------


Management estimates
--------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires 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.



                                       5
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



4. CAPITAL STRUCTURE DISCLOSURES

         Preferred Stock

The  Company's  Articles of  Incorporation  authorize  the Board of Directors to
issue  20,000,000  preferred  stock  shares  with a $.01 par value,  of which no
shares are currently issued and outstanding.  As of this date, no series, rights
or preferences have been determined.

         Common stock

The  Company's  Articles of  Incorporation  authorize  the Board of Directors to
issue  80,000,000  common stock share with a $.0001 par value.  At June 30, 2001
and 2000, 1,250,000 shares are issued and outstanding.

5. INCOME TAXES
   ------------

The Company  accounts for corporate income taxes in accordance with Statement of
Financial  Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated  future tax consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases. In addition,
future tax benefits,  such as those from net operating loss carry forwards,  are
recognized to the extent that  realization  of such benefits is more likely than
not.  Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

At June 30, 2002 and 2001, the Company had approximately $1,700 of net operating
loss available to offset future taxable  income.  This carry forward  expires in
the year 2021 and creates the only component of the Company's deferred tax asset
of approximately $580, which is fully offset by a valuation allowance. There are
no deferred tax liabilities.

6. COMMITMENTS AND CONTINGENCIES
   -----------------------------

The  Company  is  not  obligated  under  any  noncancelable   lease  agreements,
employment agreements or any other significant  commitments or contingencies and
it is not a party to any  lawsuits  or  similar  claims.  The  Company's  office
facilities  are  currently  being  provided  without  charge  by  the  Company's
president. The fair rental value of this space provided is not material.


                                       6
<PAGE>

Item 2.
-------

MANAGEMENTS   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  and  plan  of
operations

The  following  discussion  and  analysis  should  be read in  conjunction  with
Hartland's  financial statements and the notes associated with them as set forth
elsewhere in this  document.  This  discussion  should not be construed to imply
that the results  discussed herein will necessarily  continue into the future or
that any  conclusion  reached  herein will  necessarily  be indicative of actual
operating  results  in the  future.  This  discussion  represents  only the best
present assessment by the management of Hartland.

Caution Regarding Forward-Looking Information

This filing contains certain forward-looking statements and information relating
to Hartland that are based on the beliefs of Hartland or its  management as well
as assumptions  made by and information  currently  available to Hartland or its
management.  When  used in this  document,  the words  "Anticipate",  "believe",
"estimate",  "expect" and "intend"  and similar  expressions,  as they relate to
Hartland or its management, are intended to identify forward-looking statements.
Such statements reflect the current view of Hartland or its management regarding
future events and are subject to certain risks,  uncertainties  and assumptions,
including the risks and uncertainties  noted.  Should one or more of these risks
or  uncertainties  materialize,  or  should  the  underlying  assumptions  prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed,  estimated,  expected or intended. In each instance, the
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

Company's History

Hartland Investments Inc. was incorporated on May 26, 1998 under the laws of the
State of Delaware.  On June 1, 1998 the Company issued  1,173,000  shares of its
$0.0001 par value common stock for services of $117.00.  On October 30, 1998 the
Company  issued  77,000 shares of its $0.0001 par value common stock for $770.00
in cash.

Discussion of Financial Condition

Hartland currently has no revenues,  no operations and owns no assets.  Hartland
will  remain  illiquid  until  such time as a business  combination  transaction
occurs, if ever. No prediction of the future financial condition of Hartland can
be made.

Due to the lack of sustaining operations from inception,  Hartland is considered
in the  development  stage and, as such, has generated no significant  operating
Revenues. Accordingly,  Hartland is dependent upon its current management and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the corporation during this phase.


                                       7
<PAGE>

Plan of Business

General

While  Hartland  conducts  its search to locate  and  combine  with an  existing
Privately  held company,  it will depend on the continued  financial  support of
Yarek Bartosz's, Sole Director of the Company.

The process for seeking a combination  partner  involves a strategic  initiative
search with several components in order to find the partner which best suits the
Company's  interests.  A detailed  financial  analysis  of the  partner  will be
conducted  on any  potential  combination  partner.  Analysis  on the  company's
assets, liabilities,  revenues,  potential litigation,  dividends,  goodwill and
business  reputation in the  community  shall occur in order to solidify all the
criteria sought after by the Company in a combination  partner. The partners may
be referred to the Company from other  sources,  found  through  research of the
Company's officer and director.

Pending negotiation and consummation of a combination, Hartland anticipates that
it will have,  aside from carrying on its search for a combination  partner,  no
business activities,  and, thus, will have no source of revenue. Should Hartland
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.

If Hartland's  management pursues one or more combination  opportunities  beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is foreseeable that such efforts will exhaust Hartland's ability
to  continue  to seek  such  combination  opportunities  before  any  successful
combination  can be  consummated.  In that event,  Hartland's  common stock will
become  worthless and holders of Hartland's  common stock will receive a nominal
distribution, if any, upon Hartland's liquidation and dissolution.

Combination Suitability Standards

In its pursuit  for a  combination  partner,  Hartland's  management  intends to
consider only  combination  candidates  that are profitable or, in  management's
view, have growth potential. Hartland's management does not intend to pursue any
combination   proposal  beyond  the  preliminary   negotiation  stage  with  any
combination  candidate  that does not furnish  Hartland  with audited  financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
Manner.  In  the  event  such  a  combination  candidate  is  engaged  in a high
technology business,  Hartland may obtain reports from independent organizations
of recognized  standing  covering the technology  being developed and/or used by
the candidate.  Hartland's limited financial  resources may make the acquisition
of such reports  difficult or even impossible to obtain and, thus,  there can be
no assurance  that  Hartland will have  sufficient  funds to obtain such reports
when  considering  combination  proposals  or  candidates.  To the  extent  that
Hartland is unable to obtain the advice or reports  from  experts,  the risks of
any combined enterprise's being unsuccessful will be increased.  Furthermore, to
the knowledge of Hartland's officer and director,  neither the candidate nor any
of its director, executive officers, principal shareholders or general partners:


                                       8
<PAGE>

         (1) Will have been  convicted  of  securities  fraud,  mail fraud,  tax
         fraud,  embezzlement,  bribery, or a similar criminal offense involving
         misappropriation  or theft of  funds,  or be the  subject  of a pending
         investigation or indictment involving any of those offenses;

         (2) Will have been subject to a temporary or  permanent  injunction  or
         Restraining  order arising from unlawful  transactions  in  securities,
         whether as issuer, underwriter,  broker, dealer, or investment advisor,
         may be the subject of any  pending  investigation  or a defendant  in a
         pending  lawsuit  arising  from or based upon  allegations  of unlawful
         transactions in securities; or

         (3) Will have been a defendant in a civil action,  which  resulted in a
         final judgment  against it or him awarding  damages or rescission based
         upon unlawful practices or sales of securities.

Hartland's  officer  and  director  will  make  these  determinations  by asking
pertinent  questions of the management and/or owners of prospective  combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination  negotiations or  proceedings.  However,  Hartland's
Officers  and  directors   will  not  generally   take  other  steps  to  verify
independently  information obtained in this manner,  which is favorable.  Unless
something  comes to their  attention,  which  puts them on notice of a  possible
Disqualification  that is being  concealed from them,  such persons will rely on
information  received  from  the  management  of  the  prospective   combination
candidate and from others who may be involved in the combination proceedings.

                                     PART II
                                OTHER INFORMATION
Item 1.
-------

LEGAL PROCEEDINGS
Not applicable

Item 2.
-------

CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable

Item 3.
-------

DEFAULTS UPON SENIOR SECURITIES
Not applicable

Item 4.
-------

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable

Item 5.
-------

OTHER INFORMATION

In September of 2002 the company  began  operating as a record  label.  A record
label  produces,  licenses,  acquires,  markets  and  distributes  high  quality
recorded music for a variety of music formats.



                                       9
<PAGE>

Item 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

                               INDEX TO EXHIBITS

99.1     CEO/CFO  Certification  pursuant to 18 U.S.C.  Section 1350 Pursuant to
         section 906 of the Sarbanes-Oxley Act
                           of 2002


(b) Reports on 8-K
         Not applicable


                                   SIGNATURES

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

                                                      Hartland Investments, Inc.

Date:  October 22, 2002                               By /s/ Gust Kepler
                                                      ------------------
                                                      Gust Kepler
                                                      President and CEO