SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2000

                                       OR

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                                    333-6440
                            (Commission File Number)

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


             UTAH                                         87-0567618
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

        MITTELSTR. 11-13                               011-49-2173-392 20
    40789 MONHEIM, GERMANY                        (Issuer's Telephone number)
(Address of Principal Executive Offices)

     Check  whether  the issuer (1) 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 [ ] No
[X]

     The number of shares outstanding of the issuer's commons stock,  $0.001 par
value, as of May 12, 2000 was 12,500,000.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

     THIS QUARTERLY  REPORT ON FORM 10-QSB OMITS,  PURSUANT TO RULE 12b-25 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ITEM 1 (FINANCIAL  INFORMATION)
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 THREE MONTHS ENDED MARCH 31, 2000]

Item 2.     Management's Discussion and Analysis.

     [TO BE COMPLETED  BY AMENDMENT  UPON  COMPLETION  OF OUR INTERIM  FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 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.

     There  were no  matters  submitted  to a vote of the  holders of our common
stock through the  solicitation of proxies of otherwise during the first quarter
of the year 2000.

Item 5.     Other Information.

     The Consulting  Agreement  with our former  officer and director,  Barry A.
Ellsworth,   has  been  terminated  effective  August  5,  1999  pursuant  to  a
Termination  Agreement dated April 17, 2000. A copy of the Termination Agreement
has been filed as an Exhibit to this Quarterly Report and is incorporated herein
by reference.

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

             EXHIBITS

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<PAGE>




EXHIBIT NO.                               DESCRIPTION
3.1          Articles of Incorporation, as amended: Incorporated herein by
             reference  to Exhibit 3.1 to the report on Form
             10-QSB for the quarter ended June 30, 1999.
3.2          By-laws, as amended: Incorporated herein by reference to Exhibit
             3.2 to the report on Form 10-QSB for the period ended September
             30, 1999.
3.3          Form of Stock Certificate:  Incorporated herein by reference to
             Exhibit 3.3 to the Registration Statement on Form 8-A, filed on
             October 29, 1999.
10.1         License Agreement between Q-Seven Systems GmbH and Q-Seven
             Nevada:  Incorporated herein by reference to Exhibit 10.1 to the
             Report on Form 10-QSB for the quarter ended June 30, 1999.
10.2         Agreement and Plan of Share Exchange dated May 24, 1999:
             Incorporated herein by reference to Exhibit III to the Report on
             Form 8-K filed on June 9, 1999.
10.3         Consulting Agreement dated May 27, 1999 between Q-Seven
             Systems, Inc. and Mr. Barry A. Ellsworth:  Incorporated herein by
             reference to Exhibit 10.3 to the Report on Form 10-KSB for the
             fiscal year ended December 31, 1999.
10.4         Termination Agreement dated April 17, 2000 between Q-Seven
             Systems, Inc. and Mr. Barry A. Ellsworth.*
   --------
    * Filed herewith.

                               REPORTS ON FORM 8-K

     There  were no  reports  on Form 8-K  filed by us with the  Securities  and
Exchange Commission during the first quarter of the year 2000.


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<PAGE>



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


         Date: May 16, 2000                     /s/ Philipp Kripendorf
                                                _________________________
                                                Philipp Kriependorf
                                                President, Chief Executive
                                                Officer and Chief Financial
                                                Officer


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<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT NUMBER                DESCRIPTION OF EXHIBIT
3.1          Articles of Incorporation, as amended: Incorporated herein by
             reference  to  Exhibit  3.1 to the report on
             Form  10-QSB for the  period  ended June 30,
             1999.
3.2          By-laws, as amended: Incorporated herein by reference to
             Exhibit 3.2 to the report on Form 10-QSB for the period ended
             September 30, 1999.
3.3          Form of Stock Certificate: Incorporated herein by reference to
             Exhibit 3.3 to the Registration Statement on Form 8-A, filed on
             October 29, 1999.
10.1         License Agreement between Q-Seven Systems GmbH and Q-
             Seven Nevada: Incorporated herein by reference to Exhibit 10.1
             to the report on Form 10-QSB for the period ended June 30,
             1999.
10.2         Agreement and Plan of Share Exchange dated May 24, 1999:
             Incorporated herein by reference to Exhibit III to the Report on
             Form 8-K filed on June 9, 1999.
10.3         Consulting  Agreement dated May 27, 1999 between Q-Seven Systems,
             Inc. and Mr. Barry A. Ellsworth: Incorporated herein by reference
             to Exhibit  10.3 to the Report on Form 10-KSB for the fiscal year
             ended December 31, 1999.
10.4         Termination Agreement dated April 17, 2000 between Q-Seven
             Systems, Inc. and Mr. Barry A. Ellsworth.*
   -------
    * Filed herewith.


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