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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                   FORM 10-QSB


(Mark One)

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

                  For the quarterly period ended June 30, 2000

                                       OR

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

                        For the transition period from to



                        Commission file number: 333-6440


                              Q-SEVEN SYSTEMS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


                                      Utah
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                    Mittelstr. 11-13, 40789 Monheim, Germany
                    (Address of Principal Executive Offices)

                                   87-0567618
                                (I.R.S. Employer
                               Identification No.)

                                011-49-2173-39220
                           (Issuer's Telephone Number)

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has  been  subject to such  filing requirements  for  the past 90 days.  YES |X|
NO |_|

     The number of shares  outstanding of the issuer's common stock,  $0.001 par
value, as of August 11, 2000 was 12,500.000.

     Transitional Small Business Disclosure Format: YES |_| NO |X|

     THIS  QUARTERLY  REPORT ON FORM 10-QSB OMITS,  PURSUANT TO RULE 12b25 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,  ITEM 1 (FINANCIAL  STATEMENTS)
AND ITEM 2  (MANAGEMENT'S  DISCUSSION  AND ANALYSIS) OF PART I OF FORM 10-QSB AS
WELL      AS      EXHIBIT      27.1       (FINANCIAL       DATA       SCHEDULE).
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<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

     [TO BE COMPLETED  BY AMENDMENT  UPON  COMPLETION  OF OUR INTERIM  FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2000]

Item 2.  Management's Discussion and Analysis.

     [TO BE COMPLETED  BY AMENDMENT  UPON  COMPLETION  OF OUR INTERIM  FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2000]


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

     There are no actions,  suits,  proceedings or  governmental  investigations
pending, or to the knowledge of our management  threatened,  against our company
or any of our subsidiaries.

Item 2.  Changes in Securities and Use of Proceeds.

     Not applicable.

Item 3.  Default Upon Senior Securities.

     Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

     Not applicable.

Item 5.  Other Information.

     Amendment  and  Restatement  of By-Laws.  On June 28,  2000,  by  unanimous
written consent of our Board of Directors,  we amended and restated our By-Laws.
For a complete understanding of the amendments,  please refer to our Amended and
Restated  By-Laws,  which are attached hereto as Exhibit 3.2 and incorporated by
reference.

                                       2

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.

(a)  Index to Exhibits

<TABLE>
<CAPTION>
                                                                    Incorporated by Reference

Exhibit                                                      Form           Date       Exhibit         Filed
 Number              Exhibit Description                     Type          Filed        Number        Herewith
--------            ---------------------                   ------        -------      --------      ---------
<S>           <C>                                          <C>           <C>           <C>
   3.1        Articles of Incorporation, as amended          10-QSB       8/16/99       3.1
   3.2        Amended and Restated By-laws, as                                                           X
              currently in effect
   3.3        Form of Stock Certificate                         8-A      10/29/99       3.3
  10.1        License Agreement between Q-Seven              10-QSB       8/16/99      10.1
              Systems GmbH and Q-Seven Nevada
  10.2        Agreement and Plan of Share Exchange              8-K        6/9/99       III
              dated May 24, 1999
  10.3        Consulting Agreement dated May 27, 1999        10-KSB       4/14/00      10.3
              between Q-Seven Systems, Inc. and Mr.
              Barry A. Ellsworth
  10.4        Termination Agreement dated April 17,          10-QSB       5/16/00      10.4
              2000 between Q-Seven Systems, Inc. and
              Mr. Barry A. Ellsworth
  10.5        Agreement dated May 24, 2000 between Q-      10-QSB/A       5/26/00      10.5
              Seven Systems, Inc. and Omni Software
              Systems, Inc.*

  --------
  *   Certain  material from this agreement has been omitted and confidential
      treatment has been requested  therefor pursuant to Rule 24b-2 under the
      Securities Exchange Act of 1934, as amended.  All such omitted material
      has been filed separately with the Commission.

</TABLE>

(b)  Reports on Form 8-K

     Not applicable.

                                        3

<PAGE>


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


     Date:  August 14, 2000                  /s/ Philipp S. Kriependorf
                                             _________________________
                                             Philipp S. Kriependorf
                                             President, Chief Executive Officer
                                             and Chief Financial Officer



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