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 Quarter Ended June 30, 2000              Commission File Number:

                           HARTLAND INVESTMENTS INC.
      (Exact name of small business registrant as specified in its charter)


        Delaware                                                98-0221494
 (State or jurisdiction of                                   (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                 9521 21 Street S.E., Calgary, Alberta, T2C 4B1
         (Address and telephone number of principal executive offices)


         Securities to be registered under Section 13 of the Act: NONE

          Securities to be registered under Section 15(d) of the Act:

                  Common Stock, par value of $.0001 per share


   Yarek Bartosz, 9521 21 Street S.E., Calgary, Alberta, T2C 4B1    403.720.8550
            (Name, address and telephone number of agent for service)



<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS
                                  June 30, 2000
                                December 31, 1999







<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ACCOUNTANT'S LETTER                                                            1
--------------------------------------------------------------------------------

BALANCE SHEET - ASSETS                                                         2
--------------------------------------------------------------------------------

BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY                           3
--------------------------------------------------------------------------------

STATEMENT OF OPERATIONS                                                      4-5
--------------------------------------------------------------------------------

STATEMENT OF STOCKHOLDERS' EQUITY                                              6
--------------------------------------------------------------------------------

STATEMENT OF CASH FLOWS                                                      7-8
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS                                               9-12
--------------------------------------------------------------------------------


<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board of Directors                                               August 14, 2000
HARTLAND INVESTMENTS INC.
Calgary, Alberta, Canada

         I have audited the accompanying  Balance Sheet of HARTLAND  INVESTMENTS
INC. (A Development Stage Company),  as of June 30, 2000, and December 31, 1999,
and the  related  statement  of  stockholders'  equity  for June 30,  2000,  and
December 31, 1999,  and the related  statements of operations and cash flows for
the three  months ended June 30,  2000,  and June 30,  1999,  for the six months
ended June 30, 2000,  and June 30, 1999,  the year ended  December 31, 1999, the
period  May  26,  1998  to  December  31,  1998,  and the  period  May 26,  1998
(inception), to June 30, 2000. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

         I conducted my audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion,  the  financial  statements  referred  to above  present
fairly, in all material respects, the financial position of HARTLAND INVESTMENTS
INC. (A Development Stage Company),  as of June 30, 2000, and December 31, 1999,
and the  related  statement  of  stockholders'  equity  for June 30,  2000,  and
December 31, 1999,  and the related  statements of operations and cash flows for
the three  months ended June 30,  2000,  and June 30,  1999,  for the six months
ended June 30, 2000,  and June 30, 1999,  the year ended  December 31, 1999, the
period  May  26,  1998  to  December  31,  1998,  and the  period  May 26,  1998
(inception),  to June 30, 2000, in conformity with generally accepted accounting
principles.

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a  going  concern.  As  discussed  in Note #5 to the
financial  statements,  the Company has had no operations and has no established
source of revenue.  This raises  substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/  Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414

                                      - 1 -

<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                  -------------

                                     ASSETS
                                     ------

                                                6 Mos. Ending     Year Ended
                                                June 30, 2000    Dec. 31, 1999
                                                -------------    -------------


CURRENT ASSETS

     Cash                                       $           0    $         802
                                                -------------    -------------

     TOTAL CURRENT ASSETS                       $           0    $         802
                                                -------------    -------------


OTHER ASSETS                                    $           0    $           0
                                                -------------    -------------


     TOTAL OTHER ASSETS                         $           0    $           0
                                                -------------    -------------


     TOTAL ASSETS                               $           0    $         802
                                                -------------    -------------













    The accompanying notes are an integral part of these financial statements

                                     - 2 -


<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                6 Mos. Ending      Year Ended
                                                June 30, 2000    Dec. 31, 1999
                                                -------------    -------------


CURRENT LIABILITIES

      Officers Advances (Note #8)               $         823    $         625
                                                -------------    -------------

TOTAL CURRENT LIABILITIES                       $         823    $         625
                                                -------------    -------------


STOCKHOLDERS EQUITY (Note #4)

Preferred stock, $.0001 par value
Authorized 20,000,000 shares
issued and outstanding at
June 30, 2000 - None                            $           0

Common stock, $.0001 par value
authorized 80,000,000 shares
issued and outstanding at
December 31, 1999 - 1,250,000 shares                             $         125
June 30, 2000 - 1,250,000 shares                          125

      Additional paid in Capital                          762              762

      Accumulated loss during
      the development stage                            -1,710             -710
                                                -------------    -------------


TOTAL STOCKHOLDERS' EQUITY                      $        -823    $         177
                                                -------------    -------------


TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                             $           0    $         802
                                                -------------    -------------







    The accompanying notes are an integral part of these financial statements

                                      - 3 -


<PAGE>

<TABLE>

<CAPTION>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                             -----------------------

                                        3 Mos. Ended    3 Mos. Ended    6 Mos. Ended    6 Mos. Ended
                                       June 30, 2000   June 30, 1999   June 30, 2000   June 30, 1999
                                       -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>

REVENUE                                $           0   $           0   $           0   $           0
                                       -------------   -------------   -------------   -------------

EXPENSES
   General, Selling
   and Administrative                  $       1,000   $           0   $       1,000   $           0
                                       -------------   -------------   -------------   -------------


   Total Expenses                      $       1,000   $           0   $       1,000   $           0
                                       -------------   -------------   -------------   -------------


Net Profit/Loss (-)
from Operations                        $      -1,000   $           0   $      -1,000   $           0
                                       -------------   -------------   -------------   -------------

Interest Income                        $           0   $           7   $           0   $          14
                                       -------------   -------------   -------------   -------------

Net Income/Loss                        $      -1,000   $           7   $      -1,000   $          14
                                       -------------   -------------   -------------   -------------

Net Loss per share -
 Basic and diluted
 (Note #2)                             $      -.0008   $         NIL   $      -.0008   $         NIL
                                       -------------   -------------   -------------   -------------


Weighted average
number of common
shares outstanding                         1,250,000       1,250,000       1,250,000       1,250,000
                                       -------------   -------------   -------------   -------------


</TABLE>




    The accompanying notes are an integral part of these financial statements

                                      - 4 -


<PAGE>

<TABLE>

<CAPTION>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                       STATEMENT OF OPERATIONS (Continued)
                       -----------------------------------

                                                            May 26, 1998     May 26, 1998
                                            Year Ended     (Inception) to   (Inception) to
                                           Dec. 31, 1999    Dec, 31, 1998    June 30, 2000
                                          --------------   --------------   --------------
<S>                                       <C>              <C>              <C>

REVENUE                                   $            0   $            0   $            0
                                          --------------   --------------   --------------

EXPENSES
   General, Selling
   and Administrative                     $            0   $          742   $        1,742
                                          --------------   --------------   --------------

   Total Expenses                         $            0   $          742   $        1,742
                                          --------------   --------------   --------------

Net Profit/Loss (-)
from operations                           $            0   $         -742   $       -1,742
                                          --------------   --------------   --------------

Interest Income                           $           32   $            0   $           32
                                          --------------   --------------   --------------

Net Income/Loss                           $           32   $         -742   $       -1,710
                                          --------------   --------------   --------------

Net Loss per share -
 Basic and diluted
 (Note #2)                                $          NIL   $       -.0006   $       -.0014
                                          --------------   --------------   --------------

Weighted average
number of common
shares outstanding                             1,250,000        1,250,000        1,250,000
                                          --------------   --------------   --------------

</TABLE>




    The accompanying notes are an integral part of these financial statements

                                      - 5 -


<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  --------------------------------------------


                                     Common Stock        Additional     Accumu-
                                     ------------          Paid-In       lated
                                 Shares       Amount       Capital      Deficit
                               ----------   ----------   ----------   ----------


Balance,
December 31, 1998               1,250,000   $      125   $      762   $     -742

Net Profit, Year Ended
December 31, 1999                                                            +32
                               ----------   ----------   ----------   ----------

Balance,
December 31, 1999               1,250,000   $      125   $      762   $     -710

Net Loss
January 1, 2000, to
June 30, 2000                                                             -1,000
                               ----------   ----------   ----------   ----------

Balance,
June 30, 2000                   1,250,000   $      125   $      762   $   -1,710
                               ----------   ----------   ----------   ----------







    The accompanying notes are an integral part of these financial statements

                                      - 6 -

<PAGE>

<TABLE>

<CAPTION>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS
                             -----------------------

                                       3 Mos. Ended    3 Mos. Ended    6 Mos. Ended    6 Mos. Ended
                                      June 30, 2000   June 30, 1999   June 30, 2000   June 30, 1999
                                      -------------   -------------   -------------   -------------
<S>                                   <C>             <C>             <C>             <C>

Cash Flow from
Operating Activities
Net Loss                              $      -1,000   $          +7   $      -1,000   $         +14

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Issued stock for services                         0               0               0               0

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                              +198               0            +198               0
                                      -------------   -------------   -------------   -------------

Net cash used in
Operating Activities                  $        -802   $               $        -802   $         +14

Cash Flows from
Investing Activities                              0               0               0               0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                             0               0               0               0
                                      -------------   -------------   -------------   -------------

Net increase
(decrease)
in cash                               $        -802   $          +7   $        -802   $         +14

Cash,
beginning of period                             802             770             802             770
                                      -------------   -------------   -------------   -------------

Cash,
end of period                         $           0   $         777   $           0   $         784
                                      -------------   -------------   -------------   -------------

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      - 7 -


<PAGE>

<TABLE>

<CAPTION>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                       STATEMENT OF CASH FLOWS (CONTINUED)
                       -----------------------------------

                                                                         May 26, 1998     May 26, 1998
                                                        Year Ended      (Inception) to   (Inception) to
                                                        Dec. 31, 1999    Dec, 31, 1998    June 30, 2000
                                                       --------------   --------------   --------------
<S>                                                    <C>              <C>              <C>

Cash Flow from
Operating Activities

Net Loss                                               $          +32   $         -742   $       -1,710

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Issued stock for services                                           0             +117             +117

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                                                   0             +625             +823
                                                       --------------   --------------   --------------

Net cash used in
operating Activities                                   $          +32   $            0   $         -770

Cash Flows from
Investing Activities                                                0                0                0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                                               0             +770             +770
                                                       --------------   --------------   --------------

Net increase
(decrease)
in cash                                                $          +32   $          770   $            0

Cash,
beginning of period                                               770                0                0
                                                       --------------   --------------   --------------

Cash,
end of period                                          $          802   $          770   $            0
                                                       --------------   --------------   --------------

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      - 8 -

<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999

NOTE #1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized May 26, 1998,  under the laws of the State of
         Delaware,  as HARTLAND  INVESTMENTS  INC. The Company  currently has no
         operations and, in accordance with SFAS #7, is considered a development
         stage company.

NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Method
         -----------------

                  The Company records income and expenses on the accrual method.

         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 revenue and  expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

         Cash and equivalents
         --------------------

                  The Company maintains a cash balance in a non-interest-bearing
                  bank that currently does not exceed federally  insured limits.
                  For the purpose of the  statements  of cash flows,  all highly
                  liquid  investments  with the maturity of three months or less
                  are  considered  to be  cash  equivalents.  There  are no cash
                  equivalents as of December 31, 1999, or June 30, 2000.

         Income Taxes
         ------------

                  Income taxes are provided  for using the  liability  method of
                  accounting   in   accordance   with   Statement  of  Financial
                  Accounting  Standards  No.  109 (SFAS  #109)  "Accounting  for
                  Income  Taxes".  A deferred tax asset or liability is recorded
                  for  all  temporary   difference  between  financial  and  tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.



                                      - 9 -

<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                      June 30, 2000, and December 31, 1999


NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Reporting on Costs of Start-Up Activities
         -----------------------------------------

                  Statement of Position  98-5 ("SOP  98-5"),  "Reporting  on the
                  Costs of Start-Up  Activities"  which provides guidance on the
                  financial  reporting of start-up costs and organization costs.
                  It requires most costs of start-up activities and organization
                  costs to be expensed  as  incurred.  With the  adoption of SOP
                  98-5,  there has been  little  or no  effect on the  company's
                  financial statements.

         Loss Per Share
         --------------

                  Net loss per share is provided in accordance with Statement of
                  Financial  Accounting  Standards No. 128 (SFAS #128) "Earnings
                  Per  Share".  Basic  loss per share is  computed  by  dividing
                  losses  available  to  common  stockholders  by  the  weighted
                  average number of common shares outstanding during the period.
                  Diluted loss per share  reflects per share  amounts that would
                  have resulted if dilative  common stock  equivalents  had been
                  converted to common  stock.  As of June 30, 2000,  the Company
                  had  no  dilutive  common  stock  equivalents  such  as  stock
                  options.

         Year End
         --------

                  The Company has selected December 31st as its year-end.

         Year 2000 Disclosure
         --------------------

                  The Y2K issued had no effect on this Company.

NOTE #3 - INCOME TAXES

         There is no  provision  for income  taxes for the period ended June 30,
         2000.  The Company's  total deferred tax asset as of December 31, 1999,
         is as follows:

                 Net operation loss carry forward               $           710
                 Valuation allowance                            $           710

                 Net deferred tax asset                         $             0






                                     - 10 -


<PAGE>


                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                      June 30, 2000, and December 31, 1999


NOTE #3 - INCOME TAXES (CONTINUED)

         The federal net operating  loss carry forward will expire  between 2014
         and 2019.

         This carry forward may be limited upon the  consummation  of a business
         combination under IRC Section 381.

NOTE #4 - STOCKHOLDERS' EQUITY

         Common Stock
         ------------

                  The authorized common stock of HARTLAND  INVESTMENTS INC. INC.
                  consists of 80,000,000 shares, with a par value of $0.0001 per
                  share.

         Preferred Stock
         ---------------

                  HARTLAND  INVESTMENTS  INC. has authorized  preferred stock of
                  20,000,000 shares, with a par value of $0.0001 per share.


                  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.

NOTE #5 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applicable to a going concern,  which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal  course of business.  However,  the Company does not have
         significant  cash  or  other  material  assets,  nor  does  it  have an
         established source of revenues  sufficient to cover its operating costs
         and to allow it to continue as a going concern. It is the intent of the
         Company to seek a merger with an existing, operating company.



                                     - 11 -

<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2000, and December 31, 1999


NOTE #6 - RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal  property.  An
         officer of the corporation  provides  office  services  without charge.
         Such costs are immaterial to the financial  statements and accordingly,
         have not been  reflected  therein.  The officers  and  directors of the
         Company  are  involved  in other  business  activities  and may, in the
         future, become involved in other business opportunities.  If a specific
         business  opportunity  becomes  available,  such  persons  may  face  a
         conflict in  selecting  between  the  Company and their other  business
         interests.  The Company has not  formulated a policy for the resolution
         of such conflicts.

NOTE #7 - WARRANTS AND OPTIONS

         There are no warrants or options  outstanding to acquire any additional
         shares of common or preferred stock.

NOTE #8 - OFFICERS ADVANCES

         While the Company is seeking  additional  capital through a merger with
         an existing  company,  an officer of the Company has advanced  funds on
         behalf of the Company to pay for any costs  incurred by it. These funds
         are interest free.






                                     - 12 -