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

                               FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 2001.

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______ to ______.


                      Commission File Number:   000-28409
                                               -----------

                           WALLIN ENGINES CORPORATION
        -------------------------------------------------------------
               (Name of Small Business Issuer in its charter)


               Nevada                                   84-1416078
   ---------------------------------            --------------------------
    (State or Other Jurisdiction of              (IRS Employer ID Number)
     Incorporation or Organization)


             6314 King Valley Drive, West Valley City, Utah 84128
        --------------------------------------------------------------
            (Address of Principal Executive Offices and Zip Code)

                  Issuer's telephone number:   (801) 964-4810
                                              ----------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 [ ]

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

Check whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court.
Yes  [ ]   No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     As of May 1, 2001, there were 19,900,000 shares of common stock issued
and outstanding.


                                   Total of Sequentially Numbered Pages:   29
                                              Index to Exhibits on Page:   22
<PAGE>
                                 FORM 10-QSB
                          WALLIN ENGINES CORPORATION


                              TABLE OF CONTENTS
                            ---------------------

                                                                       PAGE
                                                                      ------

                        PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 3


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . .16



                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .19


ITEM 2.   CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .20


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .20


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .20


ITEM 5.   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .20


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .21


     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21














                                                                             2
<PAGE>
                                    PART I

---------------------------------------------------------------------------
ITEM 1.   FINANCIAL STATEMENTS
---------------------------------------------------------------------------

     In the opinion of management, the accompanying unaudited financial
statements included in this Form 10-QSB reflect all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
results of operations for the periods presented.  The results of operations
for the periods presented are not necessarily indicative of the results to be
expected for the full year.













                    [THIS SPACE INTENTIONALLY LEFT BLANK]



























                                                                             3
<PAGE>












                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]

                 UNAUDITED CONDENSED FINANCIAL STATEMENTS

                              MARCH 31, 2001




















                                                                             4

<PAGE>
                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]



                                 CONTENTS

                                                                 PAGE

         -  Unaudited Condensed Balance Sheets, March 31,
            2001 and December 31, 2000                            2


         -  Unaudited Condensed Statements of Operations,
            for the three months ended March 31, 2001 and
            2000 and for the period from inception on July 18,
             1997 through March 31, 2001                           3

          -  Unaudited Condensed Statements of Cash Flows,
             for the three months ended March 31, 2001 and
             2000 and for the period from inception on July 18,
             1997 through March 31, 2001                           4


          -  Notes to Unaudited Condensed Financial Statements     5 - 10






                                                                             5
<PAGE>




                        ACCOUNTANTS' REVIEW REPORT



Board of Directors
WALLIN ENGINES CORPORATION
(Formerly Eastport Red's Incorporated)
Salt Lake City, Utah

We  have  reviewed  the  accompanying condensed balance  sheet  of  Wallin
Engines  Corporation (formerly Eastport Red's Incorporated) (a development
stage  company) as of March 31, 2001, and the related condensed statements
of operations and cash flows for the three months ended March 31, 2001 and
2000, and for the period from inception on July 18, 1997 through March 31,
2001.  All  information  included in these  financial  statements  is  the
representation of the management of  the Company.

We  conducted our review in accordance with standards established  by  the
American  Institute of Certified Public Accountants.   A  review  consists
principally  of  inquiries of Company personnel and analytical  procedures
applied  to  financial data.  It is substantially less in  scope  than  an
audit  in  accordance  with  generally accepted  auditing  standards,  the
objective of which is the expression of an opinion regarding the financial
statements  taken  as  a whole.  Accordingly, we do not  express  such  an
opinion.

Based  on our review, we are not aware of any material modifications  that
should  be made to the condensed financial statements reviewed by  us,  in
order  for  them  to  be in conformity with generally accepted  accounting
principles.

The   accompanying  condensed  financial  statements  have  been  prepared
assuming  the  Company will continue as a going concern.  As discussed  in
Note  7 to the financial statements, the company has incurred losses since
its  inception and has not yet been successful in establishing  profitable
operations.   Further, the Company has current liabilities  in  excess  of
current assets.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regards  to
these  matters are also described in Note 7.  The financial statements  do
not  include any adjustments that might result from the outcome  of  these
uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.

May 14, 2001
Salt Lake City, Utah
                                                                             6
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)

                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS

                                [Unaudited]

                                  ASSETS

                                          March 31,   December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash in bank                            $    1,994   $    9,764
  Inventory                                      612          612
  Receivable - related party                   2,000            -
  Sales tax receivable                            37            -
                                         ___________  ___________
        Total Current Assets                   4,643       10,376

PROPERTY AND EQUIPMENT, net                    7,829        8,248

OTHER ASSETS:
  Inventory                                    3,700        3,700
                                         ___________  ___________
                                          $   16,172   $   22,324
                                         ___________  ___________

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        $      421   $      510
  Accrued liabilities - related party          3,898            -
  Notes payable - related party               10,000       10,000
                                         ___________  ___________
        Total Current Liabilities             14,319       10,510
                                         ___________  ___________
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding                -            -
  Common stock, $.001 par value,
   20,000,000 shares authorized,
   19,900,000 shares issued and
   outstanding                                19,900       19,900
  Capital in excess of par value                 334          334
  Deficit accumulated during the
    development stage                       (18,381)      (8,420)
                                         ___________  ___________
        Total Stockholders' Equity             1,853       11,814
                                         ___________  ___________
                                          $   16,172   $   22,324
                                         ___________  ___________

Note: The Balance Sheet of December 31, 2000 was taken from the audited
financial statements at that date and condensed.


 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                  -2-
                                                                             7
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)

                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                                [Unaudited]

                                       For the Three   From Inception
                                        Months Ended     on July 18,
                                         March 31,      1997 Through
                                    ___________________  March 31,
                                       2001      2000      2001
                                    _________   _______  ________

REVENUE                              $    752  $      -  $    752

EXPENSES:
  General and Administrative         (10,463)   (2,235)  (18,648)
                                    _________   _______  ________

LOSS BEFORE OTHER
  EXPENSES                            (9,711)   (2,235)  (17,896)

OTHER EXPENSES:
  Interest Expense                      (250)      (19)     (485)
                                    _________   _______  ________

LOSS BEFORE INCOME TAXES              (9,961)   (2,254)  (18,381)

CURRENT TAX EXPENSE                         -         -         -

DEFERRED TAX EXPENSE                        -         -         -
                                    _________   _______  ________

NET LOSS                             $(9,961)  $(2,254)  $(18,381)
                                    _________   _______  ________

LOSS PER COMMON SHARE                $ (.00)   $  (.00)  $  (.00)
                                    _________   _______  ________











 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                    -3-
                                                                             8
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)

                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                       For the Three   From Inception
                                        Months Ended     on July 18,
                                         March 31,      1997 Through
                                   ____________________  March 31,
                                      2001       2000      2001
                                   ________   _________  ________
Cash Flows Provided by
  Operating Activities:
 Net loss                          $ (9,961)  $ (2,254)  $(18,381)
 Adjustments to reconcile net
   loss to net cash used by
   operating activities:
  Stock issued for services               -          -      1,000
  Depreciation expense                  419          -        559
  Changes in assets and liabilities:
    Increase in inventory                 -          -     (3,700)
    Increase (decrease) in
      accounts payable                  (89)         -        421
    Increase in accrued liabilities   3,898         19      4,132
    Decrease (increase) in
      receivables                    (2,037)         -     (2,037)
                                   ________   _________  ________
     Net Cash Provided (Used) by
      Operating Activities           (7,770)    (2,235)   (18,006)
                                   ________   _________  ________
Cash Flows Provided by
  Investing Activities                    -          -          -
                                   ________   _________  ________
     Net Cash Provided by
       Investing Activities               -          -          -
                                   ________   _________  ________
Cash Flows Provided by
  Financing Activities:
 Proceeds from issuance of
  common stock                            -          -     10,000
 Proceeds from notes payable
  - related party                         -          -     10,000
                                   ________   _________  ________
     Net Cash Provided by
       Financing Activities               -          -     20,000
                                   ________   _________  ________
Net Increase in Cash                 (7,770)    (2,235)     1,994

Cash at Beginning of Period           9,764      7,793          -
                                   ________   _________  ________
Cash at End of Period              $  1,994   $  5,558   $  1,994
                                   ________   _________  ________
Supplemental Disclosures of
 Cash Flow Information:
  Cash paid during the period for:
   Interest                         $     -    $     -     $    -
   Income taxes                     $     -    $     -     $    -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the period from inception on July 18, 1997 through March 31, 2001:
     The  Company issued  18,000,000 shares  of  common  stock  to  acquire
     equipment  and inventory. A shareholder canceled and returned  to  the
     Company  9,100,000  shares  of  stock. A shareholder  forgave  accrued
     interest of $234, which is accounted for as a capital contribution.
     The  Company  issued  1,000,000 shares of common  stock  for  services
     rendered, valued at $1,000.






 The accompanying notes are an integral part of these unaudited condensed
                           financial statements.

                                  -4-
                                                                             9
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)

                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Wallin  Engines Corporation (the Company)  was  organized
  under  the laws of the State of Nevada on July 18, 1997 as Eastport  Red's
  Incorporated.   On  December 1, 2000 the Company acquired  certain  assets
  from  Michael Linn (the Company's current president, director and majority
  shareholder) and changed its business plan from seeking potential business
  ventures  to building and overhauling car and truck engines.  On  December
  20,  2000 the Company's board of directors adopted a resolution to  change
  the  Company's  name to Wallin Engines Corporation effective  January  24,
  2001.   The  Company has not yet generated significant revenues  from  its
  planned principal operations and is considered a development stage company
  as  defined in SFAS No. 7.  The Company has, at the present time, not paid
  significant  dividends and any dividends that may be paid  in  the  future
  will  depend  upon  the financial requirements of the  Company  and  other
  relevant factors.

  Condensed  Financial  Statements - The accompanying  financial  statements
  have  been  prepared  by the Company without audit.   In  the  opinion  of
  management,   all   adjustments  (which  include  only  normal   recurring
  adjustments)  necessary to present fairly the financial position,  results
  of  operations  and  cash flows at March 31, 2001 and  2000  and  for  the
  periods then ended have been made.

  Certain   information  and  footnote  disclosures  normally  included   in
  financial  statements  prepared  in  accordance  with  generally  accepted
  accounting  principles have been condensed or omitted.   It  is  suggested
  that these condensed financial statements be read in conjunction with  the
  financial statements and notes thereto included in the Company's  December
  31,  2000 audited financial statements.  The results of operations for the
  periods  ended  March  31,  2001  are not necessarily  indicative  of  the
  operating results for the full year.

  Inventory  - Inventories consists of parts and equipment and is stated  at
  the  lower  of  cost, or market value.  Inventory of $3,700 shown  on  the
  balance sheet as a noncurrent asset represents an automobile acquired  for
  cash that is not expected to be sold currently.

  Property and Equipment - Property, and equipment are recorded at  cost  or
  carry-over  basis.   Depreciation is calculated  using  the  straight-line
  method  and is based upon estimated useful lives of the assets  [See  Note
  2].

  Revenue Recognition - The Company plans to recognize revenue upon delivery
  of completed rebuilt or serviced engine, or upon completion of services to
  be provided.
                                   -5-
                                                                            10
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)

                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Loss  Per  Share  -  The computation of loss per share  is  based  on  the
  weighted  average number of shares outstanding during the period presented
  in  accordance with Statement of Financial Accounting Standards  No.  128,
  "Earnings Per Share".  [See Note 8]

  Cash  and Cash Equivalents - For purposes of the statement of cash  flows,
  the Company considers all highly liquid debt investments purchased with  a
  maturity of three months or less to be cash equivalents.

  Accounting  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, the disclosures of contingent  assets
  and  liabilities at the date of the financial statements, and the reported
  amount  of  revenues  and  expenses during the  reported  period.   Actual
  results could differ from those estimated.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  (SFAS)  No.  136, "Transfers of Assets  to  a  not  for  profit
  organization  or  charitable trust that raises or holds contributions  for
  others", SFAS No. 137, "Accounting for Derivative Instruments and  Hedging
  Activities - deferral of the effective date of FASB Statement No. 133  (an
  amendment  of  FASB  Statement No. 133)", SFAS  No.  138  "Accounting  for
  Certain  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment  of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.  53  and
  Amendment  to  SFAS No. 63, 89 and 21", and SFAS No. 140,  "Accounting  to
  Transfer   and  Servicing  of  Financial  Assets  and  Extinguishment   of
  Liabilities", were recently issued.  SFAS No. 136, 137, 138, 139  and  140
  have  no  current  applicability to the Company or  their  effect  on  the
  financial statements would not have been significant.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consists of the following:
                                                         March 31
                                                           2001
                                                       __________
         Auto tools and equipment                       $  8,388
         Less:  Accumulated Depreciation                   (559)
                                                       __________
            Net Equipment                               $  7,829
                                                      ___________

  Depreciation expense for the quarters ended March 31, 2001 and  2000  were
  $419 and $0, respectively.

                                   -6-
                                                                            11
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - ACCRUED LIABILITIES - RELATED PARTY

  Accrued  liabilities consists of the following at  March  31,  2001  and
  December 31, 2000:

                                         March 31,   December 31,
                                            2001         2000
                                        ___________  ___________
     Accrued payroll - related party     $    3,000   $        -
     Accrued rent and utilities -
       related party                            600            -
     Accrued interest - related party           250            -
     Sales tax payable                           48            -
                                        ___________  ___________
                                         $    3,898   $        -
                                       ____________ ____________

NOTE 4 - CAPITAL STOCK

  Common Stock - During July 1997, in connection with its organization,  the
  Company issued 1,000,000 shares of its previously authorized, but unissued
  common stock.  The shares were issued for services rendered at $1,000  (or
  $.001 per share).

  During  May  1999, the Company issued 10,000,000 shares of its  previously
  authorized,  but unissued common stock for cash of $10,000 (or  $.001  per
  share).

  During  December  2000,  the  Company  issued  18,000,000  shares  of  its
  previously authorized, but unissued common stock as consideration for  the
  acquisition of certain assets (tools, equipment and parts inventory)  from
  Michael  Linn,  valued at $9,000 (or $.0005 per share).  The  assets  were
  valued at the carryover basis of the shareholder, which is lower than  the
  estimated market value.

  During  December  2000,  a shareholder of the Company  canceled  9,100,000
  shares  of  the  Company's  issued and outstanding  common  stock  for  no
  consideration.

  Simultaneous  with the issuance and cancellation of shares,  Michael  Linn
  was  appointed  as president and director of the Company  and  Ken  Kurtz,
  former  president and director of the Company resigned from all  positions
  as officer and director.

NOTE 5 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  FASB   109   requires  the  Company  to  provide  a   net   deferred   tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.

                                  -7-
                                                                            12
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES [Continued]

  The  Company  has  available  at March 31,  2001,  unused  operating  loss
  carryforwards of approximately $18,000 which may be applied against future
  taxable  income and which expire in various years from 2017 through  2021.
  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the  loss  carryforwards  the
  Company has established a valuation allowance equal to the amount  of  the
  loss  carryforwards  and,  therefore,  no  deferred  tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $6,200  and $2,900 as of March 31, 2001  and  December  31,
  2000,  respectively, with an offsetting valuation allowance  of  the  same
  amount  resulting in a change in the valuation allowance of  approximately
  $3,300 during the three months ended March 31, 2001.

NOTE 6 - RELATED PARTY TRANSACTIONS

  Management Compensation - For the years ended December 31, 2000  and  1999
  the  Company did not pay any compensation to any officer/director  of  the
  Company.   On  January  1,  2001, the Company entered  into  a  employment
  agreement  with an officer/director/employee of the Company to pay  $1,000
  per month.  As of March 31, 2001, the Company has accrued $3,000 in salary
  expense.

  Office  Space/Utilities - During the years ended  December  31,  2000  and
  1999, the Company did not have a need to rent office space.  On January 1,
  2001,  the  Company  entered  into a rental/utilities  agreement  with  an
  officer/director/employee  of the Company  allowing  the  Company  to  use
  office space in his home for the operations of the Company at a base  rent
  of   $100   per   month.    The   Company   also   agreed   to   pay   the
  officer/director/employee  of  the Company a base  utilities/miscellaneous
  expense  of $100 per month designated for but not limited to heat,  power,
  water,   sewer,  garbage  collection,  recycling,  phone,  fax,  Internet,
  computer, printer and any other office items needed for the operations  of
  the  Company,  not currently being paid by the Company.  As of  March  31,
  2001,  the  Company  had  accrued  $300  in  rent  expense  and  $300   in
  utilities/miscellaneous expense.

  Notes Payable - During October 1997, an officer/shareholder of the Company
  advanced $750 to the Company.  This note was repaid November 28, 2000, and
  accrued interest of $234 was forgiven and recorded as capital in excess of
  par value.

  During December 2000, the Company received a loan in the amount of $10,000
  from  a related entry.  The loan is in the form of an unsecured promissory
  note  dated  January  1,  2001 and payable in full with  accrued  interest
  January 1, 2002.  The note accrues interest at the rate of 10% per  annum.
  Interest accrued at March 31, 2001 was $250.

  Receivable  -  During  January 2001, the company  advanced  $2,000  to  an
  officer/shareholder of the Company.  No interest accrues on the balance.

                                   -8-
                                                                            13
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with   generally   accepted  accounting  principles,   which   contemplate
  continuation of the Company as a going concern.  However, the Company  has
  incurred  losses  since its inception and has not yet been  successful  in
  establishing  profitable  operations.  Further, the  Company  has  current
  liabilities  in excess of current assets.  These factors raise substantial
  doubt about the ability of the Company to continue as a going concern.  In
  this  regard,  management is proposing to raise any  necessary  additional
  funds not provided by operations through loans or through additional sales
  of  its  common  stock.  There is no assurance that the  Company  will  be
  successful  in  raising  this additional capital or  achieving  profitable
  operations.  The financial statements do not include any adjustments  that
  might result from the outcome of these uncertainties.

NOTE 8 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  for
  the periods presented:

                                       For the Three      From Inception
                                        Months Ended        on July 18,
                                         March 31,         1997 Through
                                    _______________________  March 31,
                                        2001        2000        2001
                                    __________   __________   _________
    Loss from continuing operations
    available to common shareholders
    (numerator)                       $(9,961)    $(2,254)    $(18,381)
                                    __________   __________   _________
    Weighted average number of
    common shares outstanding used
    in loss per share for the period
    (denominator)                   19,900,000   11,000,000   6,951,923
                                    __________   __________   _________

  Dilutive  loss per share was not presented, as the Company had  no  common
  stock  equivalent shares for all periods presented that would  affect  the
  computation of diluted loss per share.

NOTE 9 - COMMITMENTS AND AGREEMENTS

  Employment  Agreement  -  The  Company  has  entered  into  an  employment
  agreement  with its sole officer and director ("employee").  The agreement
  provides  for  a  $1,000  per month salary for a  period  of  three  years
  commencing January 1, 2001.  The salary shall accrue until the Company has
  achieved net income of $50,000 at which time the Company will pay  50%  of
  its net income before tax towards reducing the accrued salary liability.

                                  -9-
                                                                            14
<PAGE>

                        WALLIN ENGINES CORPORATION
                  (Formerly Eastport Red's Incorporated)
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9 - COMMITMENTS AND AGREEMENTS [Continued]

  Rental/Utilities   Agreement   -  The   Company   has   entered   into   a
  rental/utilities   agreement   with  its   sole   officer   and   director
  ("landlord").   The agreement provides for payment of $100 per  month  for
  rent and $100 per month for utilities and other incidentals on a month-to-
  month  basis  starting January 1, 2001.  The rent shall accrue  until  the
  Company has achieved net income of $50,000 at which time the Company  will
  pay  10%  of  its net income before tax towards reducing the accrued  rent
  liability.  The utilities portion shall accrue until the Company elects to
  make payment.

NOTE 10 - SIGNIFICANT CUSTOMERS

  The Company has just recently commenced operations and all of the revenues
  received by the Company are from a limited number of clients, the loss  of
  which could have a material impact on the operations of the Company.











                                -10-
                                                                            15
<PAGE>
---------------------------------------------------------------------------
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------------------------

     ******************************************************************
                         Forward-looking Statements
     ******************************************************************

     Various forward-looking statements have been made in this Form 10-QSB.
Forward-looking statements may also be in the Company's other reports filed
under the Securities Exchange Act of 1934, in its press releases and in other
documents.  In addition, from time to time, the Company, through its
management, may make oral forward-looking statements.

     Forward-looking statements are only expectations, and involve known and
unknown risks and uncertainties, which may cause actual results in future
periods and other future events to differ materially from what is currently
anticipated.  Certain statements in this Form 10-QSB, including those relating
to the Company's expected results, the accuracy of data relating to, and
anticipated levels of, its future inventory and gross margins, its anticipated
cash requirements and sources, are forward-looking statements.  Such
statements involve risks and uncertainties, which may cause results to differ
materially from those set forth in these statements.  Factors which may cause
actual results in future periods to differ from its current expectations
include, among other things, the continued availability of sufficient working
capital, the availability of adequate sources of capital, the successful
integration of new employees into existing operations, the continued
desirability and customer acceptance of existing and future services, possible
cancellations of orders, the success of competitive services, the success of
the Company's programs to strengthen its operational and accounting controls
and procedures.  In addition to these factors, the economic and other factors
identified in this Form 10-QSB, including but not limited to the risk factors
discussed herein and in the Company's previously filed public documents could
affect the forward-looking statements contained in herein and therein.

     Forward-looking statements generally refer to future plans and
performance, and are identified by the words "believe", "expect",
"anticipate", "optimistic", "intend", "aim", "will" or the negative thereof
and similar expressions.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of which
they are made.  The Company undertakes no obligation to update publicly or
revise any forward-looking statements.

     ******************************************************************
                      Results of Operations (Unaudited)
         for the Three Month Periods Ended March 31, 2001 and 2000
         and from Inception on July 18, 1997 through March 31, 2001
      ****************************************************************

     The Company had $752 in revenues from continuing operations for the three
month period ended March 31, 2001, $0 for the three month period ended March
31, 2000 and $752 from inception on July 18, 1997 through March 31, 2001.

                                                                            16
<PAGE>
     General and administrative expenses for all periods ended consisted of
general corporate administration, legal and professional expenses, accounting
and auditing costs, rent and utilities/miscellaneous expenses, and salaries
and wages expense.  These expenses were $10,463 for the three month period
ended March 31, 2001, $2,235 for the three month period ended March 31, 2000
and $18,648 from inception on July 18, 1997 through March 31, 2001.  The rent
and utilities/miscellaneous expenses and the salaries and wages expense are
being accrued on a monthly basis until such time the Company has sufficient
net income to pay the expenses.

     Interest expense for the three month periods ended March 31, 2001 and
2000 and from inception on July 18, 1997 through March 31, 2001 was $250, $19
and $485 respectively.  Interest was accrued on a note payable dated October
1, 1997, by the Company's previous President Marlon Hill, in the principal
amount of $750 and bears interest at 10% per annum.  Interest was also accrued
on a second note payable dated January 1, 2001 in the amount of $10,000 with a
third party and bears interest at 10% per annum.

     As a result of the foregoing factors, the Company realized a net loss of
$9,961 for the three month period ended March 31, 2001, $2,254 for the three
month period ended March 31, 2000 and $18,381 from inception on July 18, 1997
through March 31, 2001.

     ******************************************************************
                      Results of Operations (Audited)
          for the Calendar Years Ended December 31, 2000 and 1999
        and from Inception on July 18, 1997 through December 31, 2000
     ******************************************************************

     The Company did not have any revenues for the calendar years ended
December 31, 2000 and 1999 nor from inception July 18, 1997 through December
31, 2000.  The Company incurred $4,294 in net operating losses for the
calendar year ended December 31, 2000 as compared to $2,292 in net operating
losses for the calendar year ended December 31, 1999 and $8,420 from
inception on July 18, 1997 through December 31, 2000.

     The net operating loss for all periods resulted primarily from general
and administrative expenses and interest expense.  The net loss per share for
each period was $0.00 per share.

     General and administrative expenses for all periods ended consisted of
general corporate administration, legal and professional expenses, and
accounting and auditing costs.  These expenses were $4,228 for the calendar
year ended December 31, 2000, $2,217 for the calendar year ended December 31,
1999 and $8,185 from inception on July 18, 1997 through December 31, 2000.

     Interest expense for the calendar year ended December 31, 2000 and 1999
and from inception on July 18, 1997 through December 31, 2000 was $66, $75,
and $235 respectively.  Interest was accrued only on the October 1, 1997 note
payable, as mentioned above.  The October 1, 1997 note payable was repaid on
November 28, 2000, and accrued interest of $234 was forgive and recorded as
capital in excess of par value.

     For the current calendar year, the Company anticipates incurring a loss
as a result of legal and accounting expenses, expenses associated with
registration under the Securities Exchange Act of 1934, as amended, and
expenses associated with its new business plan, as described herein.

                                                                            17
<PAGE>
     ******************************************************************
                       Liquidity and Capital Resources
     ******************************************************************

     The Company remains in the development stage and, since inception, has
had $752 in revenues.  At March 31, 2001, the Company had working capital of
($9,676).  The Company had cash in the amount of $1,994.  All cash raised by
the Company to date, has come from the sale of 10,000,000 shares of the
Company's common stock to First Avenue, Ltd. for $10,000, as well as a $10,000
loan to the Company by a third party and a $750 loan to the Company by its
previous President, Marlon Hill.  The shares were sold to First Avenue, Ltd.
to obtain capital to pay the costs of becoming a reporting company under the
Securities Exchange Act of 1934, as amended, and also to pay the costs of
general administrative expenses.

     Management believes that between the Company's current cash reserves and
through limited amount of work, the Company will have adequate cash to remain
operating on a limited basis through the remainder of the calendar year 2001.
However, there can be no assurances to that effect, as the Company has had
minimal revenues through the date of filing this report and its need for
capital may change dramatically.  In the event the Company requires additional
funds, the Company will have to seek loans or equity placements to cover such
cash needs.  There is no assurance additional capital will be available to the
Company on acceptable terms.

     Further, management believes that if it can position the Company as a
publicly traded and listed entity, the Company will secure a more attractive
position in the view of the investing public because of the theoretical
increase in the liquidity of an investment in the Company's securities.
Additionally, management believes that should the Company need additional
capitalization, it would most likely obtain capital from investors through
private placements of the Company's equity securities.  Notwithstanding such
an evaluation, the Company is not presently aware of any specific interest
from potential investors, nor is management certain that such capital will be
available or that the Company will in fact be successful in securing
additional capital.  If or when the Company can establish a positive cash flow
for a period of time and therefore can demonstrate to potential private
investors that it can generate profits, then this factor, combined with a
publicly traded and listed status, is expected to be used to market the
Company as an attractive investment for private placement purposes.
Management prefers to attempt such a strategy sometime during 2001.  If the
Company cannot succeed in enforcing such a strategy, then its chances for
growth are significantly undermined.  Without additional capitalization the
Company's ability to survive as a going concern is substantially limited.

     ******************************************************************
                            Plan of Operations
     ******************************************************************

     The Company is a development stage company seeking to offer services as a
re-builder of custom car and truck engines specializing in pre-1985 internal
combustion engines with block sizes ranging from 298 to 490 cubic inches.

     No commitments to provide additional funds have been made by management
or other stockholders.  Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.

                                                                            18
<PAGE>
     The Company does not own any property.  On January 1, 2001, the Company
entered into a Rental/Utilities Agreement with Michael Linn ("Rental/Utilities
Agreement").  The Rental/Utilities Agreement allows the Company to use office
space in his home for the operations of the Company at a base rent of $100 per
month.  The Company also agreed to pay a base utilities/miscellaneous expense
of $100 per month designated for but not limited to heat, power, water, sewer,
garbage collection, recycling, phone, fax, Internet, computer use, printer
use, and any other office items needed for the operations of the Company, not
currently being paid by the Company.  The Company and Mr. Linn have agreed to
accrue the monthly rent and utilities/miscellaneous expenses until the Company
has sufficient net income to pay the expenses.  A copy of the Rental/Utilities
Agreement is attached as an exhibit and is incorporated herein by this
reference.  At March 31, 2001, the Company had accrued $300 in rent expense
and $300 in utilities/miscellaneous expense.  The Company will continue to
maintain operations at this location until management believes that the
Company's revenues and financial resources justify a move to an alternative
location.  If such a move is required, the Company believes that there is an
inadequate supply of office/warehouse/retail space in Salt Lake County, Utah
meeting the Company's anticipated needs for the foreseeable future.
Initially, the Company expects that it will lease rather than purchase such
property in order to allocate its resources specifically to its operations.

     Because of our president's relationship with his current employer, we
also expect to utilize shop space and certain machine tools on a limited basis
at no charge to the Company, from the employer's local machine shop.   We
expect these facilities to be adequate for small projects, but expect to have
to pay for the use of the facilities and/or tools as we grow.

     Additionally, on January 1, 2001 the Company entered into an Employment
Agreement with Michael Linn, the Company's sole officer/director/employee
("Employment Agreement").  Mr. Linn shall receive a salary in the amount of
$1,000 per month for services related to the operations of the Company.  As of
the date of this report, the Company had no funds available to pay this
salary.  The Company and Mr. Linn have agreed to accrue the monthly salary
until the Company has sufficient net income to pay the expense.  A copy of the
Employment Agreement is attached as an exhibit and is incorporated herein by
this reference.  At March 31, 2001, the Company had accrued $3,000 in salary
expense.

     The Company may attempt to employ additional personnel if it is able to
generate revenues or obtain additional financing.  However, there is no
assurance that the services of such persons will be available or that they can
be obtained upon terms favorable to the Company.

     Irrespective of whether the Company's cash assets prove to be adequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.


                                  PART II

---------------------------------------------------------------------------
ITEM 1.   LEGAL PROCEEDINGS
---------------------------------------------------------------------------

     The Company is not a party to any material pending legal proceedings, and
to the best of its knowledge, no such proceedings by or against the Company
have been threatened.

                                                                            19
<PAGE>

---------------------------------------------------------------------------
ITEM 2.   CHANGES IN SECURITIES
---------------------------------------------------------------------------

     Effective January 22, 2001, the name of the Company changed from
Eastport Red's Incorporated to Wallin Engines Corporation.  See information
furnished in Item 4 below.

---------------------------------------------------------------------------
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
---------------------------------------------------------------------------

     Not Applicable.

---------------------------------------------------------------------------
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------------------------------

     On December 21, 2000, the board of directors and majority shareholders of
the Company consented to change the Company's name from Eastport Red's
Incorporated to Wallin Engines Corporation to be effective January 22, 2001.

     Of the 19,900,000 shares of common stock issued and outstanding and
entitled to vote by written consent on that date, Mr. Linn, the Company's
president, secretary, treasurer, director and majority shareholder owning
18,000,000 shares, or approximately 90.5% of the outstanding common stock,
consented to this name change by written consent taken without a meeting.

     On January 2, 2001, the Company mailed an information statement regarding
the name change to all shareholders of record as of December 21, 2000.  Also
on January 2, 2001, the Company filed an Information Statement on Schedule 14C
with the Securities and Exchange Commission.  The name change is to be
effective January 22, 2001.

     For more information regarding the name change, see the Company's
Information Statement filed on Schedule 14C with the Securities and Exchange
Commission on January 2, 2001, which is incorporated herein by this reference.

---------------------------------------------------------------------------
ITEM 5.   OTHER INFORMATION
---------------------------------------------------------------------------

     On January 1, 2001, the Company entered into a Rental/Utilities Agreement
with Michael Linn ("Rental/Utilities Agreement").  The Rental/Utilities
Agreement allows the Company to use office space in his home for the
operations of the Company at a base rent of $100 per month.  The Company also
agreed to pay a base utilities/miscellaneous expense of $100 per month
designated for but not limited to heat, power, water, sewer, garbage
collection, recycling, phone, fax, Internet, computer use, printer use, and
any other office items needed for the operations of the Company, not currently
being paid by the Company.  The Company and Mr. Linn have agreed to accrue the
monthly rent and utilities/miscellaneous expenses until the Company has
sufficient net income to pay the expenses.  A copy of the Rental/Utilities
Agreement is attached as an exhibit and is incorporated herein by this
reference.  At March 31, 2001, the Company had accrued $300 in rent expense
and $300 in utilities/miscellaneous expense.

                                                                            20
<PAGE>
     Additionally, on January 1, 2001, the Company entered into an Employment
Agreement with Michael Linn, the Company's sole officer/director/employee
("Employment Agreement").  Mr. Linn shall receive a salary in the amount of
$1,000 per month for services related to the operations of the Company.  As of
the date of this report, the Company had no funds available to pay this
salary.  The Company and Mr. Linn have agreed to accrue the monthly salary
until the Company has sufficient net income to pay the expense.  A copy of the
Employment Agreement is attached as an exhibit and is incorporated herein by
this reference.  At March 31, 2001, the Company had accrued $3,000 in salary
expense.

     Further, on January 1, 2001, the Company executed a note payable with a
third party in the amount of $10,000.  This note is due at maturity on January
1, 2002 and accrues interest at 10% per annum.  This note was executed to
obtain capital to pay general administrative expenses and expenses relating to
the Company's new business plan, as described in this report.

---------------------------------------------------------------------------
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
---------------------------------------------------------------------------

(a)  Exhibits:  Exhibits required to be attached by Item 601 of Regulation
     S-B are listed in the Index to Exhibits of this Form 10-QSB, which is
     incorporated herein by reference.

(b)  Reports on Form 8-K: No reports on Form 8-K have been filed during the
     last quarter of the period covered by this report.

---------------------------------------------------------------------------
SIGNATURES
---------------------------------------------------------------------------

     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.

                                   Wallin Engines Corporation


                                    /s/ Michael Linn
                                   -----------------------------------
Date: May 20, 2001                 By: Michael Linn, President, Secretary
                                                     Treasurer & Director











                                                                            21
<PAGE>
                                INDEX TO EXHIBITS
                              ---------------------

SEC Ref    Page
No.        No.        Description
-------    ----       -----------

Ex-2        **        Asset Acquisition Agreement dated December 1, 2000
                      between the Company and Michael Linn.

Ex-3(i)(a)  *         Articles of Incorporation of the Company, filed with
                      the State of Nevada on July 18, 1997.

Ex-3(i)(b)  23        Certificate of Amendment of Articles of Incorporation,
                      filed with the State of Nevada on January 24, 2001,
                      but effective January 22, 2001.

Ex-3(ii)    *         Bylaws of the Company.

Ex-10(i)    *         Promissory Note made by the Company to the order of
                      Marlon Hill, dated October 1, 1997.

Ex-10(ii)   ***       Promissory Note dated January 1, 2001 executed by the
                      Company.

Ex-10(iii)  24        Employment Agreement by and between the Company and
                      Michael Linn dated January 1, 2001.

Ex-10(iv)   28        Rental/Utilities Agreement by and between the Company
                      and Michael Linn dated January 1, 2001.



***         The listed exhibits are incorporated herein by this reference to
            the Annual Report on Form 10-KSB for the calendar year ended
            December 31, 2000, filed by the Company with the Securities and
            Exchange Commission on April 16, 2001.

**          The listed exhibits are incorporated herein by this reference to
            the Current Report on Form 8-K, filed by the Company with the
            Securities and Exchange Commission on December 7, 2000 and
            Amendment No. 1 thereto, filed by the Company with the Securities
            and Exchange Commission on December 8, 2000.

*           The listed exhibits are incorporated herein by this reference to
            the Registration Statement on Form 10-SB, filed by the Company
            with the Securities and Exchange Commission on December 8, 1999.










                                                                            22