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

<PAGE>

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


                                     Assets
                                     ------

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

Current assets:

   Cash                                                  $   1,500    $    --
   Prepaid expenses                                          3,000         --
                                                         ---------    ---------

         Total current assets                                4,500         --
                                                         ---------    ---------


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

                                                         $   4,500    $    --
                                                         =========    =========

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

Current liabilities:

         Accounts payable, trade                         $   2,275    $    --
         Stockholder advance                                 5,323          823
                                                         ---------    ---------

              Total current liabilities                      7,598          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                                 (3,985)      (1,710)
                                                         ---------    ---------

         Total stockholders' equity                         (3,098)        (823)
                                                         ---------    ---------


                                                         $   4,500    $    --
                                                         =========    =========


    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 NINE MONTHS ENDED SEPTEMBER 30, 2002




                                               Three            Nine             Three            Nine
                                           Months Ended     Months Ended     Months Ended     Months Ended
                                           Sep. 30, 2002    Sep. 30, 2002    Sep. 30, 2001    Sep. 30, 2001
                                           -------------    -------------    -------------    -------------
<S>                                        <C>              <C>              <C>              <C>

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

Operating expenses:

         General and administrative                2,275            2,275             --               --
                                           -------------    -------------    -------------    -------------

Operating loss                                    (2,275)          (2,275)            --               --
                                           -------------    -------------    -------------    -------------

Loss before income taxes                          (2,275)          (2,275)            --               --

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

Net loss                                   $      (2,275)   $      (2,275)   $        --      $        --
                                           =============    =============    =============    =============



Net loss per share                         $       (.002)   $       (.002)   $       (.000)   $       (.000)
</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
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001




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

         Cash to suppliers                                    $     3,000    $      --
                                                              -----------    -----------

                  Net cash used in operating activities            (3,000)          --
                                                              -----------    -----------

Cash flows from investing activities:

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

Cash flows from financing activities:

         Stockholder advance                                        4,500           --
                                                              -----------    -----------

                  Net cash provided by financing activities         4,500           --
                                                              -----------    -----------

Net increase in cash                                                1,500           --
Cash at beginning of year                                            --             --
                                                              -----------    -----------
Cash at end of year                                           $     1,500    $      --
                                                              ===========    ===========


                     Reconciliation of Net Loss to Net Cash
                        Provided by Operating Activities

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

         Net loss                                                  (2,275)          --
                                                              -----------    -----------

         Increase in prepaid expenses                              (3,000)          --
         Increase in accounts payable                               2,275           --
                                                              -----------    -----------

                  Total adjustments                                  (725)          --
                                                              -----------    -----------

Net cash used in operating activities                         $    (3,000)   $      --
                                                              ===========    ===========
</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 Hartland  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 shares with a $.0001 par value. At September 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  September  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,  and minimal  assets.  Hartland will remain
illiquid until such time as significant capital is raised to fund operations. 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.



                                       7
<PAGE>

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.

Plan of Business

General

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.

The company is in the start-up phase of this change in operations and due to the
lack of revenues must rely on securing  substantial  alliances with  established
distributors of recorded music, producers,  and artist management companies. The
company is currently relying on the personal financing of Gust Kepler, President
and CEO. If the company is unable to raise capital in the near future it will be
impossible to continue operating as a record label.

Once capital is raised and  significant  business  alliances  made,  the company
plans to use  conventional  marketing  strategies to promote its  recordings and
artists. These methods include radio, print, video, and tour support.

RISK FACTORS

         WE NEED SUBSTANTIAL ADDITIONAL CAPITAL TO CONTINUE OPERATIONS.

         Since Hartland's  inception,  we have funded  operations out of capital
raised from investors and the personal financing from Gust Kepler, President and
CEO. We have generated no sales revenues. Unless we are able to raise additional
capital to continue to fund operations  until we generate  revenues,  we will go
out of business.

         OUR  SUCCESS  AS AN  INDEPENDENT  LABEL IS  DEPENDENT  ON OUR  UNPROVEN
ABILITY TO IDENTIFY AND PUT UNDER CONTRACT RECORDING ARTISTS THAT BECOME POPULAR
WITH THE PUBLIC.

         We believe  that our  future  success as an  independent  record  label
depends on our ability to secure  agreements with artists.  Our business will be
adversely affected by any of the following.

         o        Inability to recruit artists;
         o        Our artists do not achieve popularity;
         o        Poor performance or negative publicity of our artists



                                       8
<PAGE>

         Our success is dependent upon our ability to identify recording artists
         and markets  with  growth  potential  and the  ability to promote  such
         artists as they gain  acceptance  and become popular with the consuming
         public.

         INTELLECTUAL  PROPERTY  CLAIMS  AGAINST  US COULD BE  COSTLY  AND COULD
RESULT IN SIGNIFICANT RIGHTS.

         Third parties may assert trademark,  copyright,  patent and other types
of  infringement  or unfair  competition  claims against us. If we are forced to
defend  against any such claims,  whether they are with or without  merit or are
determined in our favor, we may face costly  litigation,  loss of access to, and
use of,  content,  diversion  of technical  and  management  personnel,  product
shipment  delays.  As a result  of such a  dispute,  we may  have to enter  into
royalty or  licensing  agreements.  Such  royalty or  licensing  agreements,  if
required, may be unavailable on terms acceptable to us, or at all. If there is a
successful claim of infringement against us, it could harm our business.

         WE HAVE A LIMITED TARGET MARKET FOR OUR MUSIC.

         We plan to sign  artists  primarily  in  alternative/rock  music genre.
Changing  audience  tastes in music could result in a decrease in the popularity
of this type of music.  If this  occurs,  we may never  achieve any  significant
revenues.

         WE WILL CONTRACT WITH OTHERS TO MANUFACTURE  OUR RECORDS,  OVER WHOM WE
HAVE NO CONTROL.

         Hartland is dependent on contract  manufactures to make our records. We
could  experience  delays in delivery of our product  resulting in reduced sales
and other events, which may have a negative effect on our revenues.

         WE ARE A VERY SMALL  ENTITY  THAT MUST  COMPETE  WITH MANY MUCH  LARGER
COMPANIES.

         The recording industry is highly  competitive,  and our success depends
on our ability to attract and promote artists. There can be no assurance that we
will be able to attract artists, or, if we are able to attract such talent, that
we will be able to develop  that  talent  successfully  or in such a manner that
significant sales of artist product results.

         We are a very small company in a huge industry. Many of our competitors
are in the record  label  industry  have been in existence  for a  substantially
longer period that we and most have much greater financial, marketing, personnel
and other resources than Hartland.

         WE ARE ESSENTIALLY A ONE-MAN CORPORATION AT THIS TIME.

         Our  success  substantially  depends  on the  abilities  and  continued
contributions of our President and Chief Executive Officer,  Gust C. Kepler. The
loss of Mr.  Kepler's  services  would  have a  material  adverse  affect on us.
Further,  there can be no assurance  that we will be able to attract  additional
qualified employees or artists.  Mr. Kepler founded Hartland and is essential to
its growth.



                                       9
<PAGE>

         WE WILL RECOUP THE FINANCIAL  ADVANCES FOR RECORDING COSTS THAT WE MAKE
TO OUR ARTIST ONLY IF THEY ARE SUCCESSFUL.

         As  aforesaid,  Hartland's  proposed  recording  contracts  with future
artists requires that Hartland pays advances  consistent with industry standards
to secure the services of future  artists.  Should the  artist's  album not sell
well,  or should the artist fail to produce an album,  the amount of the advance
already paid to record the artists is generally not  recovered.  There can be no
assurance that we will be able to attract additional artists, or, if we are able
to attract  such  talent,  that  Hartland  will be able to develop  that  talent
successfully  or in such a  manner  that  significant  sales of  artist  product
results.  There can also be no assurance that any of the recordings will produce
sales revenue for Hartland,  or if they do, that such revenue will be sufficient
to recoup recording costs.

         CONSUMERS USE DISCRETIONARY  FUNDS TO BUY RECORDS. AN ECONOMIC SLOWDOWN
WILL BE BAD FOR BUSINESS.

         Hartland's  results of operations will be adversely  affect by economic
downturns,  as its  business  is  dependent  on  discretionary  spending,  which
decreases during periods of economic slowdown.

         HARTLAND COMPETES WITH OTHER ENTERTAINMENT PROVIDERS FOR DISCRECTIONARY
SPENDING.

         Hartland faces intense competition for discretionary  consumer spending
from numerous other record companies and other forms of entertainment offered by
film companies,  video companies and others.  If we fail  effectively with these
much larger providers, we will not succeed.

         MANY  CONSUMERS  ARE  DOWNLOADING  RECORDS  FROM THE INTERNET FOR FREE,
WHOLLY AVOIDING PAYMENTS TO RECORD COMPANIES LIKE HARTLAND.

         Companies  such as Napster,  have allowed  consumers  to acquire  music
online for free.  Whether or not this  practice is unlawful,  if it continues to
grow, our business will be adversely affected.

         HARTLAND HAS 33  SHAREHOLDERS.  WE  ANTICIPATE  THAT THERE WILL NOT BE,
INITIALLY, ACTIVE TRADING OF OUR STOCK.

         We  anticipate   that  there  will  not  be  a  public  market  of  any
significance for our common stock and no assurance can be given that any trading
market of any significance will develop in the foreseeable future, if at all. No
assurance  can be given that  purchasers  of common  stock will later be able to
sell those shares on favorable terms or at all.  Hartland  Investments,  Inc. is
not obligated to create or support a secondary market in our shares.



                                       10
<PAGE>

         HARTLAND HAS NEVER PAID DIVIDENDS AND ANTICIPATES NOT PAYING  DIVIDENDS
FOR THE FORSEEABLE TIME.

         Hartland has never paid  dividends on its common stock.  Our ability to
pay dividends on the shares is limited to our ability to earn sufficient income.
Payment of  dividends  is  subject  to the  discretion  of  Hartland's  Board of
Directors.  The Board of Directors has not formulated a policy regarding payment
of dividends. No dividends will be paid for the foreseeable future.

         SUBSTANTIAL  SALES OF OUR COMMON  STOCK  COULD CAUSE OUR STOCK PRICE TO
FALL.

         If our stockholders sell substantial amounts of our common stock in the
public market,  the market price of our common stock could fall. Such sales also
might make it more  difficult  for us to sell  equity-related  securities in the
future at a time and price that we deem appropriate.

         COMPETITION

         The music industry is highly competitive and comprised of approximately
six major  recorded music  companies  which dominate the 12 to 14 billion dollar
recording industry along with their subsidiary labels: (1) Time/Warner; (2) Sony
Music Group; (3) Bertelsmann Music Group; (4) Polygram;  (5) Thorn-EMI;  and (6)
Universal Records Group. In addition, there are many smaller independent labels.

         We believe our principal  competitors are other independent  labels and
music related  websites.  Many of the competing  labels are larger than Hartland
and  have  greater  financial  resources  and  distribution   capabilities.   We
anticipate that  competition for sales of recordings,  merchandise and live show
tickets will be based almost  entirely upon the popularity of the artist and the
particular  recording.  The  number of units  sold  depends  on the demand for a
particular recording.  Similarly, sales prices for merchandising of clothing and
collectibles are set at levels within industry norm and the volume determined by
the  popularity  of  the  artist.  Competition  and  pricing  for  the  sale  of
copyrighted works are determined on a case-by-case  basis, also dependent on the
popularity of the artist.


Regulations

Hartland  management does not foresee any material effects of federal,  state or
local regulation on any aspect of Hartland's  operations.  However, as discussed
under Risk Factors above,  changes in laws or regulations  may adversely  affect
our operations.



                                       11
<PAGE>

                                     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

Not Applicable

Item 6.
-------

EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits


                                INDEX TO EXHIBITS

4        Stock Purchase Agreement between Yarek Bartosz and Gust Kepler*

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

* Incorporate by reference to Form 8-K filed 10/11/2002

(b) Reports on 8-K

8-K dated 9/29/2002,  filed 10/11/2002 stating change in control of the Company.
Gust Kepler is now 92.7% owner of the Company with 1,157,900 shares. And stating
change in officers as Yarek Bartosz  resigned as the Company's  President,  Vice
President,  and  Secretary,  and  Gust  Kepler  was  appointed  President,  Vice
President, and Secretary.


                                       12
<PAGE>



                                   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