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, 2001              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 21st Street, Calgary, Alberta T2C 4131
          (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 21st Street, Calgary, Alberta T2C 4131 (403) 720-0613
            (Name, address and telephone number of agent for service)



<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS
                                  June 30, 2001
                                and June 30, 2000


































                                      - 1 -

<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)

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

                                     ASSETS
                                     ------

                                                6 Mos. Ending    6 Mos. Ended
                                                June 30, 2001    June 30, 2000
                                                -------------    -------------


CURRENT ASSETS

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

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


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


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


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























    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    6 Mos. Ending
                                                 June 30, 2001    June 30, 2000
                                                 -------------    -------------


CURRENT LIABILITIES

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

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


STOCKHOLDERS EQUITY (Note #4)

Preferred stock, $.0001 par value
Authorized 20,000,000 shares
issued and outstanding at
June 30, 2001 - None                             $           0    $           0

Common stock, $.0001 par value
authorized 80,000,000 shares
issued and outstanding at
June 30, 2000 - 1,250,000 shares                 $           0    $         125
June 30, 2001 - 1,250,000 shares                           125

      Additional paid in Capital                           762              762

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


TOTAL STOCKHOLDERS' EQUITY                       $        (823)   $        (823)
                                                 -------------    -------------


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










    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, 2001   June 30, 2000    June 30, 2001   June 30, 2000
                         -------------   -------------    -------------   -------------
<S>                      <C>             <C>              <C>             <C>

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

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


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


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

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

Net Income/Loss          $           0   $      (1,000)   $           0   $      (1,000)
                         -------------   -------------    -------------   -------------

Net Loss per share -
 Basic and diluted
 (Note #2)               $           0   $      (.0008)   $           0   $      (.0008)
                         -------------   -------------    -------------   -------------


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>

                            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                      0            0            0           32
                              ----------   ----------   ----------   ----------

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

Net Loss
January 1, 2000, to
June 30, 2000                          0            0            0       (1,000)
                              ----------   ----------   ----------   ----------

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

Balance,
June 30, 2001                 $1,250,000   $      125   $      762   $   (1,710)
                              ----------   ----------   ----------   ----------




























    The accompanying notes are an integral part of these financial statements

                                      - 5 -

<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, 2001    June 30, 2000     June 30, 2001    June 30, 2000
                               -------------    -------------     -------------    -------------
<S>                            <C>              <C>               <C>              <C>
Cash Flow from
Operating Activities
Net Loss                       $           0    $      (1,000)    $           0    $      (1,000)

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                          0              198                 0              198
                               -------------    -------------     -------------    -------------

Net cash used in
Operating Activities           $           0    $        (802)    $           0    $        (802)

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                        $           0    $        (802)    $           0    $        (802)

Cash,
beginning of period                        0              802                 0              802
                               -------------    -------------     -------------    -------------

Cash,
end of period                  $           0    $           0     $           0    $           0
                               -------------    -------------     -------------    -------------
</TABLE>














    The accompanying notes are an integral part of these financial statements

                                      - 6 -


<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                      June 30, 2001, and June 30, 2000

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 June 30, 2000, or June 30, 2001.

         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.



                                      - 7 -

<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                        June 30, 2001, and June 30, 2000


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, 2001,  the Company
                  had  no  dilutive  common  stock  equivalents  such  as  stock
                  options.

         Year End
         --------

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



NOTE #3 - INCOME TAXES

         There is no  provision  for income  taxes for the period ended June 30,
         2001.  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






                                     - 8 -


<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
                        June 30, 2001, and June 30, 2000


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.



                                      - 9 -

<PAGE>

                            HARTLAND INVESTMENTS INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                        June 30, 2001, and June 30, 2000


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.
















                                     - 10 -


<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:


                                      -11-
<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.


                                      -12-
<PAGE>

Item 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
                                INDEX TO EXHIBITS

32.1     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:  January 15, 2004                               By /s/ Yarek Bartosz
                                                      ----------------------
                                                          Yarek Bartosz
                                                          President and CEO