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, 2000

                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    NO X
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 18, 2000: 10,000,000
                                          ----------------------------

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



<PAGE>

                         Eldorado Financial Group, Inc.

                 Form 10-QSB for the Quarter ended June 30, 2000

                                Table of Contents

                                                                           Page
                                                                           ----
Part I - Financial Information

  Item 1   Financial Statements                                              3

  Item 2   Management's Discussion and Analysis or Plan of Operation         8


Part II - Other Information

  Item 1   Legal Proceedings                                                 8

  Item 2   Changes in Securities                                             8

  Item 3   Defaults Upon Senior Securities                                   8

  Item 4   Submission of Matters to a Vote of Security Holders               9

  Item 5   Other Information                                                 9

  Item 6   Exhibits and Reports on Form 8-K                                  9


Signatures                                                                   9






                                                                               2

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

Item 1 - Part 1 - Financial Statements


                           Accountant's Review Report
                           --------------------------

Board of Directors and Shareholders
Eldorado Financial Group, Inc.

We have reviewed the  accompanying  balance sheets of Eldorado  Financial Group,
Inc. (a Florida  corporation) as of June 30, 2000 and 1999 and the  accompanying
statements of operations and  comprehensive  income for the six and three months
ended June 30, 2000 and 1999 and the statements of cash flows for the six months
ended June 30,  2000 and 1999,  respectively.  These  financial  statements  are
prepared in accordance with the instructions  for Form 10-QSB,  as issued by the
U. S. Securities and Exchange Commission, and are the sole responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on 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  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

                                                       S. W. HATFIELD, CPA
Dallas, Texas
October 18, 2000

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                        3


<PAGE>

<TABLE>

<CAPTION>

                         Eldorado Financial Group, Inc.
                                 Balance Sheets
                             June 30, 2000 and 1999

                                   (Unaudited)

                                     Assets
                                     ------
                                                                      2000           1999
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Current Assets
   Cash on hand and in bank                                       $      --      $      --
                                                                  -----------    -----------

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



                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Liabilities
   Current liabilities
      Accounts payable - trade                                    $      --      $     2,320
                                                                  -----------    -----------

   Total Liabilities                                                     --            2,320
                                                                  -----------    -----------


Commitments and contingencies

Shareholders' equity (deficit)
   Common stock - $0.001 par value
      100,000,000 shares authorized
      10,000,000 shares issued and
      outstanding,  respectively                                       10,000         10,000
   Additional paid-in capital                                       2,000,419      1,996,483
   Accumulated deficit                                             (2,010,419)    (2,008,803)
                                                                  -----------    -----------

   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.  See  Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               4

<PAGE>

<TABLE>


                         Eldorado Financial Group, Inc.
                Statements of Operations and Comprehensive Income
                Six and Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                          Six months      Six months     Three months    Three months
                                             ended           ended           ended           ended
                                           June 30,        June 30,        June 30,        June 30,
                                              2000            1999            2000            1999
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Revenues                                 $       --      $       --      $       --      $       --
                                         ------------    ------------    ------------    ------------

Expenses
   General and administrative expenses            318             718             159             559
                                         ------------    ------------    ------------    ------------

      Total operating expenses                    318             718             159             559
                                         ------------    ------------    ------------    ------------

Loss from Operations                             (318)           (718)           (159)           (559)

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

Net Loss                                         (318)           (718)           (159)           (559)

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

Comprehensive Loss                       $       (318)   $       (718)   $       (159)   $       (559)
                                         ============    ============    ============    ============

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                       10,000,000      10,000,000      10,000,000      10,000,000
                                         ============    ============    ============    ============

</TABLE>


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

                                                                               5

<PAGE>

<TABLE>

<CAPTION>

                         Eldorado Financial Group, Inc.
                            Statements of Cash Flows
                     Six months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                            Six months   Six months
                                                               ended        ended
                                                             June 30,     June 30,
                                                               2000         1999
                                                            ----------   ----------
<S>                                                         <C>          <C>
Cash Flows from Operating Activities
   Net loss for the period                                  $     (318)  $     (718)
   Adjustments to reconcile net loss
      to net cash provided by operating activities
         Increase (Decrease) in
            Accounts payable - trade                              --            718
                                                            ----------   ----------

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

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

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

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

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                        $     --     $     --
                                                            ==========   ==========

</TABLE>


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

                                                                               6

<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.

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.

During interim periods, the Company follows the accounting policies set forth in
its annual audited financial  statements  contained  elsewhere in this document.
The information  presented  herein does 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  contained in its annual audited  financial  statements  contained
elsewhere  in  this  document  when  reviewing  the  interim  financial  results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the 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, 2000.

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.

   Cash  overdraft  positions  may occur  from time to time due to the timing of
   making bank deposits and releasing  checks,  in accordance with the Company's
   cash management policies.

2. 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,  2000 and  1999,  the  Company  has no
   outstanding warrants and options issued and outstanding.

                                                                               7


<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

Item 3 - Defaults on Senior Securities

       None

                                                                               8


<PAGE>

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

       Exhibit 27 - Financial Data Schedule
       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.


October    18   , 2000                               /s/ Glenn A Little
        --------                                  ------------------------------
                                                                 Glenn A. Little
                                                         President, Director and
                                                         Chief Financial Officer





                                                                               9