UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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(Mark one)
   XX            QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES
---------        EXCHANGE ACT OF 1934

                           For the quarterly period ended June 30, 2001

                 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---------        OF 1934

                           For the transition period from ________to _________

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                         Commission File Number: 0-10999
                                                 -------

                         Eldorado Financial Group, Inc.
        (Exact name of small business issuer as specified in its charter)

           Florida                                           59-2025386
-----------------------------                       ----------------------------
  (State of incorporation)                            (IRS Employer ID Number)

                     211 West Wall Street, Midland, TX 79701
                     ---------------------------------------
                    (Address of principal executive offices)

                                 (915) 682-1761
                                 --------------
                           (Issuer's telephone number)


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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 X  NO
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity  as  of  the  latest   practicable   date:   July  24,  2001:   9,166,515
------------------------

Transitional Small Business Disclosure Format (check one):        YES    NO X
                                                                     ---   ---



<PAGE>



                         Eldorado Financial Group, Inc.

                 Form 10-QSB for the Quarter ended June 30, 2001

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          9


Part II - Other Information

  Item 1   Legal Proceedings                                                  9

  Item 2   Changes in Securities                                              9

  Item 3   Defaults Upon Senior Securities                                   10

  Item 4   Submission of Matters to a Vote of Security Holders               10

  Item 5   Other Information                                                 10

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10



                                                                               2

<PAGE>
<TABLE>
<CAPTION>




Item 1 - Part 1 - Financial Statements

                         Eldorado Financial Group, Inc.
                                 Balance Sheets
                             June 30, 2001 and 2001

                                   (Unaudited)


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

                                     Assets
                                     ------
Current Assets
   Cash on hand and in bank                                       $      --      $      --
                                                                  -----------    -----------

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



                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Liabilities
   Current liabilities
      Accounts payable - trade                                    $      --      $      --
                                                                  -----------    -----------

   Total Liabilities                                                     --             --
                                                                  -----------    -----------


Commitments and contingencies


Shareholders' equity (deficit)
   Common stock - $0.001 par value
      100,000,000 shares authorized
      9,166,515 shares issued and
      outstanding,  respectively                                        9,167          9,167
   Additional paid-in capital                                       2,001,888      2,001,252
   Accumulated deficit                                             (2,011,055)    (2,010,419)
                                                                  -----------    -----------

   Total Shareholders' Equity (Deficit)                                  --           (2,320)
                                                                  -----------    -----------

   Total Liabilities and Shareholders' Equity                     $      --      $      --
                                                                  ===========    ===========
</TABLE>



The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               3

<PAGE>
<TABLE>
<CAPTION>



                         Eldorado Financial Group, Inc.
                Statements of Operations and Comprehensive Income
                Six and Three months ended June 30, 2001 and 2000

                                   (Unaudited)

                                          Six months     Six months    Three months   Three months
                                            ended          ended          ended          ended
                                           June 30,       June 30,       June 30,       June 30,
                                             2001           2000           2001           2000
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>

Revenues                                 $      --      $      --      $      --      $      --
                                         -----------    -----------    -----------    -----------

Expenses
   General and administrative expenses           318            318            159            159
                                         -----------    -----------    -----------    -----------

      Total operating expenses                   318            318            159            159
                                         -----------    -----------    -----------    -----------

Loss from Operations                            (318)          (318)          (159)          (159)

Provision for Income Taxes                      --             --             --             --
                                         -----------    -----------    -----------    -----------

Net Loss                                        (318)          (318)          (159)          (159)

Other Comprehensive Income                      --             --             --             --
                                         -----------    -----------    -----------    -----------

Comprehensive Loss                       $      (318)   $      (318)   $      (159)   $      (159)
                                         ===========    ===========    ===========    ===========


Earnings per share of common
   stock outstanding computed
   on net income - basic and
   fully diluted                                 nil            nil            nil            nil
                                         ===========    ===========    ===========    ===========

Weighted-average number of
   shares outstanding - basic
   and fully diluted                       9,166,515      9,166,515      9,166,515      9,166,515
                                         ===========    ===========    ===========    ===========
</TABLE>



The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               4

<PAGE>



                         Eldorado Financial Group, Inc.
                            Statements of Cash Flows
                     Six months ended June 30, 2001 and 2000

                                   (Unaudited)

                                                        Six months    Six months
                                                          ended         ended
                                                         June 30,      June 30,
                                                           2001          2000
                                                          ------        ------
Cash Flows from Operating Activities
   Net loss for the period                                $ (318)       $ (318)
   Adjustments to reconcile net loss
      to net cash provided by operating activities
         Increase (Decrease) in
            Accounts payable - trade                        --            --
                                                          ------        ------

Net cash used in operating activities                       (318)         (318)
                                                          ------        ------


Cash Flows from Investing Activities                        --            --
                                                          ------        ------


Cash Flows from Financing Activities
   Cash contributed to support operations                    318           318
                                                          ------        ------

Net cash provided by financing activities                    318           318
                                                          ------        ------

Increase (Decrease) in Cash                                 --            --

Cash at beginning of period                                 --            --
                                                          ------        ------

Cash at end of period                                     $ --          $ --
                                                          ======        ======


Supplemental Disclosure of Interest and Income Taxes Paid
      Interest paid for the year                          $ --          $ --
                                                          ======        ======
      Income taxes paid for the year                      $ --          $ --
                                                          ======        ======



The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               5


<PAGE>

                         Eldorado Financial Group, Inc.

                          Notes to Financial Statements


Note A - Organization and Description of Business

Eldorado  Financial Group, Inc. (Company) was incorporated under the laws of the
State of Florida on February 26, 1980 as Eldorado  Gold &  Exploration,  Inc. On
January 13, 1987, the Company  amended its Articles of  Incorporation  to change
the corporate name to Eldorado  Financial Group, Inc. and modified the Company's
capital  structure  to allow for the  issuance  of up to  100,000,000  shares of
common stock at $0.001 par value per share.

The Company has effectively had no operations,  assets or liabilities  since its
fiscal year ended December 31, 1989. Accordingly,  the Company is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity at this time. It is the intent
of management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2000.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2001.

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 revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Summary of Significant Accounting Policies

1. Cash and cash equivalents
   -------------------------

   For Statement of Cash Flows purposes,  the Company considers all cash on hand
   and in banks, including accounts in book overdraft positions, certificates of
   deposit and other  highly-liquid  investments with maturities of three months
   or less, when purchased, to be cash and cash equivalents.

2. Income Taxes
   ------------

   The Company  uses the asset and  liability  method of  accounting  for income
   taxes.  At June 30, 2001 and 2000,  respectively,  the deferred tax asset and
   deferred tax liability  accounts,  as recorded when material to the financial
   statements,  are  entirely  the result of  temporary  differences.  Temporary
   differences   represent   differences  in  the   recognition  of  assets  and
   liabilities for tax and financial reporting purposes,  primarily  accumulated
   depreciation and  amortization,  allowance for doubtful accounts and vacation
   accruals.

                                                                               6

<PAGE>



                         Eldorado Financial Group, Inc.

                    Notes to Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

2. Income taxes - continued
   ------------------------

   As of June 30, 2001 and 2000, the deferred tax asset related to the Company's
   net operating loss  carryforward is fully reserved.  Due to the provisions of
   Internal Revenue Code Section 338, the Company may have no net operating loss
   carryforwards  available to offset financial  statement or tax return taxable
   income in future  periods  as a result of a change in  control  involving  50
   percentage  points or more of the issued and  outstanding  securities  of the
   Company.

3. Income (Loss) per share
   -----------------------

   Basic earnings (loss) per share is computed by dividing the net income (loss)
   by the  weighted-average  number of shares of common  stock and common  stock
   equivalents  (primarily  outstanding  options  and  warrants).  Common  stock
   equivalents  represent  the  dilutive  effect of the assumed  exercise of the
   outstanding stock options and warrants,  using the treasury stock method. The
   calculation of fully diluted  earnings  (loss) per share assumes the dilutive
   effect of the  exercise of  outstanding  options  and  warrants at either the
   beginning  of the  respective  period  presented  or the  date  of  issuance,
   whichever is later. As of June 30, 2001 and 2000,  respectively,  the Company
   has no outstanding  stock warrants,  options or convertible  securities which
   could  be  considered  as  dilutive  for  purposes  of  the  loss  per  share
   calculation.


Note C - Common Stock Transactions

On December 26, 2000, the Company cancelled an aggregate total of 833,485 shares
of its issued and outstanding common stock.  Current management,  upon extensive
research  into  transactions  approved  by former  officers  and or  controlling
shareholders,  determined  that all of such shares had been  issued  improperly,
inasmuch  as  no  corporate  authorization  of  the  issuances  existed  and  no
consideration was received by the Company for such shares.

Specifically, the cancellations were as follows:

      400,000 shares were purchased by the current  majority  stockholder from a
      former  officer of the  Company  for a cash  consideration  of $15,000 and
      returned to the Company's  treasury with no consideration  received by the
      majority stockholder.

      403,485 shares issued to former officers, directors and individuals. These
      shares were issued  improperly  as (A) at the time of such  issuance,  the
      corporate  charter of the Company  had been  revoked by the  Secretary  of
      State  of  Florida  for  failure  to  make  required  filings  and  to pay
      associated fees and (B) no  consideration  was received by the Company for
      such shares. Many of the certificates representing these shares were never
      delivered and were in the possession of the transfer agent.

      30,000  shares  issued  to a  company  in  anticipation  of  fees  due for
      investment banking activities.  These shares were issued improperly as (A)
      there was no action by the Company's  Board of Directors  authorizing  the
      issuance of any of such shares, and (2) at the time of such issuance,  the
      corporate  charter of the Company  had been  revoked by the  Secretary  of
      State  of  Florida  for  failure  to  make  required  filings  and  to pay
      associated fees.

                                                                               7

<PAGE>



                         Eldorado Financial Group, Inc.

                    Notes to Financial Statements - Continued


Note C - Common Stock Transactions - Continued

As a result of the December 2000 cancellation of these 833,485 shares of Company
common stock, the Company currently has 9,166,515 shares outstanding.

The effect in the accompanying financial statements was to restate the par value
of the  issued  and  outstanding  shares  with  a  corresponding  offset  to the
additional paid-in capital account as of the date of cancellation.  There was no
impact on the earnings of the Company as a result of this event.






                (Remainder of this page left blank intentionally)



                                                                               8
<PAGE>



Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)    Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)    General comments

Eldorado  Financial Group, Inc. (Company) was incorporated under the laws of the
State of Florida on February 26, 1980 as Eldorado Gold & Exploration, Inc.

The Company has had no operations,  assets or liabilities  since its fiscal year
ended December 31, 1989.  Accordingly,  the Company is dependent upon management
and/or  significant  shareholders  to  provide  sufficient  working  capital  to
preserve the integrity of the corporate entity at this time. It is the intent of
management and significant  shareholders to provide  sufficient  working capital
necessary to support and preserve the integrity of the corporate entity.


(3)    Results of Operations, Liquidity and Capital Resources

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  Accordingly,  the  Company is  dependent  upon  management  and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the  corporate  entity at this time. It is the intent of management
and significant  shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.

The expenses represented in the accompanying  statements of operations represent
various  legal,  accounting and  shareholder  maintenance  expenses  incurred to
maintain the corporate entity.

The Company is currently seeking a suitable merger or acquisition candidate.


Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None


                                                                               9

<PAGE>


Item 3 - Defaults on Senior Securities

       None

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

       The Company has  held  no regularly scheduled, called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibits - None
       Reports on Form 8-K - None

--------------------------------------------------------------------------------


                                   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.

                                                  Eldorado Financial Group, Inc.


July    24   , 2000                                 /s/ Glenn A Little
     --------                                     ------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Financial Officer





                                                                              10