U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                   FORM 10-QSB


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

        For the quarterly period ended September 30, 1999

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

         For the transition period from                to
                                        --------------    ------------------


                               Commission File No.
                                   002-98748-D

                             FORMULA FOOTWEAR, INC.
                 (Name of Small Business Issuer in its Charter)


                 UTAH                                     33-0317292
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


                         5525 South 900 East, Suite 110
                           Salt Lake City, Utah 84117
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801)262-8844

                              None, Not Applicable;

                                   -----------
          (Former Name or Former Address, if changed since last Report)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  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.

(1)  Yes  X    No              (2)  Yes  X    No
         ----     ----                  ----         ----
<PAGE>

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

     None, Not Applicable;

     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the  number  of  shares
outstanding  of each of the  Registrant's  classes  of common  stock,  as of the
latest practicable date:

                                  June 30, 2000

                                    4,267,288

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page,  together with related Notes. In the opinion of management,  the
Financial  Statements fairly present the financial  condition of the Registrant.


<PAGE>
<TABLE>
<CAPTION>


                             Formula Footwear, Inc.
                                 BALANCE SHEETS
                               September 30, 1999


                                                            09/30/1999
                                                          --------------
                                                           [Unaudited]
ASSETS

<S>                                                      <C>
Assets                                                   $             0

                                                          --------------
         Total Assets                                    $             0
                                                          ==============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Loans from stockholders                             $         4,070
     Accounts Payable                                                426
     Income Taxes Payable                                              0
                                                          --------------
         Total Current Liabilities                                 4,496

         Total Liabilities                                         4,496
                                                          --------------

Stockholders' Deficit:
     Common Stock, $.001 par value;
         authorized 50,000,000 shares; issued and
         outstanding, 1,029,758 shares                             1,030
     Paid-in Capital                                             351,753
     Accumulated Deficit                                       (357,279)
                                                          --------------
         Total Stockholders' Deficit                             (4,496)

                                                          --------------
         Total Liabilities and Stockholders' Deficit     $             0
                                                          ==============

NOTE  TO  FINANCIAL   STATEMENTS:   Interim  financial  statements  reflect  all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement of the results for the periods.  The  September 30, 1999 balance sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             Formula Footwear, Inc.
                            STATEMENTS OF OPERATIONS


                                              Three          Three       Six Months   Six Months        From the Beginning of
                                             Months         Months                                      Development Stage on
                                              Ended          Ended          Ended        Ended          April 1, 1989 through
                                           09/30/1999     09/30/1998     09/30/1999   09/30/1998         September 30, 1999
                                          -------------  -------------   -----------  -----------       ----------------------
                                           [Unaudited]    [Unaudited]     [Unaudited] [Unaudited]

REVENUE

<S>                                      <C>            <C>                                             <C>
    Income                               $            0 $            0$            0$           0       $               0
                                          -------------  -------------   -----------  -----------       -----------------
NET REVENUE                                           0              0             0            0                       0

Operating Expenses

      Operating Expenses                          2,820              0         4,370            0                   4,796
                                          -------------  -------------   -----------  -----------       -----------------
Total Operating Expenses                          2,820              0         4,370            0                   4,796

                                          -------------  -------------   -----------  -----------       -----------------
Net Income Before Taxes                  $      (2,820) $            0$      (4,370)$           0                  (4,796)
                                          =============  =============   ===========  ===========       =================

Income/Franchise taxes                                0                            0            0                       0

Net loss                                        (2,820)              0        (4,370)           0                  (4,796)

Loss Per Share                           $       (0.01) $       (0.01)$       (0.01)$      (0.01)
                                          =============  =============   ===========  ===========

Weighted Average Shares Outstanding           1,029,718     26,611,531     9,130,625   26,611,531
                                          =============  =============   ===========  ===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             Formula Footwear, Inc.
                            STATEMENTS OF CASH FLOWS
      For the Three and Six Month Periods Ended September 30, 1999 and 1998

                                               Three          Three       Six Months     Six Months     From the Beginning of
                                               Months         Months                                    Development Stage on
                                               Ended          Ended         Ended          Ended        April 1, 1989 through
                                             09/30/1999     09/30/1998    09/30/1999     09/30/1998     September 30, 1999
                                            ------------   ------------  ------------   ------------    ---------------------
                                            [Unaudited]    [Unaudited]   [Unaudited]    [Unaudited]

Cash Flows Used For Operating
Activities
-----------------------------------------

<S>                                        <C>            <C>           <C>            <C>                        <C>
  Net Loss                                 $     (2,820)  $           0 $     (4,370)  $           0              (357,279)
  Adjustments to reconcile net loss to net
cash
    used in operating activities:
    Loss from discountinued operations                                                                             351,823
    Shares issued for forgiveness of debt              0              0           300              0                   300
    Increase/(Decrease) in loans from              2,820              0         4,070              0                 5,156
shareholder
                                            ------------   ------------  ------------   ------------    ------------------
      Net Cash Used For Operating Activities           0              0             0              0                     0
                                            ============   ============  ============   ============    ==================

Cash Flows Provided by Financing Activities            0              0             0              0                     0
--------------------------------------------

      Net Increase In Cash                             0              0             0              0                     0

      Beginning Cash Balance                           0              0             0              0                     0

      Ending Cash Balance                $             0$             0$            0$             0                     0
                                            ------------   ------------  ------------   ------------    ------------------


</TABLE>
<PAGE>


Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
September 30, 1999, or since before  approximately  1989. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will relate to  maintaining  the Company in good  standing in the State of Utah,
keeping its reports "current" with the Securities and Exchange Commission or the
payment of expenses  associated  with reviewing or  investigating  any potential
business  venture.  Management does not anticipate that the Company will have to
raise additional funds during the next 12 months,  however, if additional moneys
are needed,  they may be advanced by  management  or principal  stockholders  as
loans to the Company. Because the Company has not identified any such venture as
of the date of this Report,  it is  impossible  to predict the amont of any such
loan.  However,  any such loan will not exceed  $25,000  and will be on terms no
less favorable to the Company than would be available  from a commercial  lender
in an arm's length  transaction.  As of the date of this Report, the Company has
not begun seeking any acquisition.

Results of Operations.

     The  Company  has had no  operations  during  the  quarterly  period  ended
September 30,  1999,  or since  on or  before  approximately  1989.  During  the
quarterly  period  covered by this Report,  the Company  received no revenue and
incurred expenses of $2,820, stemming from general and administrative expenses.

Liquidity

     At September 30, 1999, the Company had total current assets of $0 and total
liabilities of $4,496.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

None; not applicable.

Item 2.Changes in Securities.

None; not applicable

Item 3.Defaults Upon Senior  Securities.

None; not applicable.

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

None; not applicable

Item 5.Other Information.

None; applicable

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

None; not applicable

(b)Reports on Form 8-K.

None; Not Applicable.


<PAGE>

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                 FORMULA FOOTWEAR, INC.



Date:8/7/00                 /S/JAMES DOOLIN
                            James Doolin, President and Director



Date:7/25/00                /S/HAROLD JENSON
                            Harold Jenson, Vice President and Director