SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
March 31, 2000                                           000-26855


                                PHILLIPS 44, INC.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Wyoming                                     84-1413868
--------------------------------                        -------------------
     (State of incorporation)                           (I.R.S. Employer
                                                        Identification No.)

               544 E. Yellowstone Highway, Casper, Wyoming, 82601
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                  Yes          No   X
                                     -----        ------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                   780,000 common shares as of March 31, 2000

<PAGE>

                                PHILLIPS 44, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS

                    For the Three-Months Ended March 31, 2000
                                   (Unaudited)

<PAGE>

<TABLE>
<CAPTION>


                               PHILLIPS 44, INC.
                         (A Development Stage Company)
                                 Balance Sheet
                For the Three Month Period Ended march 31, 2000
                                  (Unaudited)


                                                                          Three-Months               Three-Months
                                                                              Ended                      Ended
ASSETS:                                                                  March 31, 2000             March 31, 1999
                                                                       -------------------        -------------------
<S>                                                                               <C>                        <C>

Current Assets:
   Cash                                                                           $ 1,296                    $ 1,306
                                                                       -------------------        -------------------

Total Current Assets                                                                1,296                      1,306

Other Assets:
   Investment in Western Technology                                                   750                        750
                                                                       -------------------        -------------------

Total Other Assets                                                                    750                        750

Total Assets                                                                      $ 2,046                    $ 2,056
                                                                       ===================        ===================

LIABILITIES & STOCKHOLDERS' EQUITY

Stockholders' Equity (Note 2)
   50,000,000 shares authorized $.001 par value,
   780,000 shares issued and outstanding in 2000 & 1999                               780                        780
Additional Paid-In Capital                                                          1,470                      1,470
Deficit accumulated during the
   development stage                                                                 (204)                      (194)
                                                                       -------------------        -------------------

Total Liabilities & Stockholders' Equity                                          $ 2,046                    $ 2,056
                                                                       ===================        ===================

</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>


                               PHILLIPS 44, INC.
                         (A Development Stage Company)
                            Statement of Operations
                   For the Three Months Ended March 31, 2000
                                  (Unaudited)


                                                                                                   Apr. 17, 1997
                                                      March 31,               March 31,              Inception to
                                                         2000                    1999              Mar. 31, 2000
                                                   -----------------       -----------------       -----------------
<S>                                                         <C>                 <C>                     <C>
Revenue:                                                    $ -                     $ -                     $ -


Costs and Expenses:

    Office Expenses                                           -                       -                     144
    Filing Fees                                               -                      25                      60
                                                   -----------------       -----------------       -----------------

Net Loss                                                    $ -                    $ 25                   $ 204
                                                   =================       =================       =================

Per share information:

   Weighted average number
   of common shares outstanding                         780,000                 780,000                 780,000
                                                   -----------------       -----------------       -----------------

Net Loss per common share                                  *                       *                       *
                                                   =================       =================       =================

*  Less than $.01

</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                               PHILLIPS 44, INC.
                              Stockholders' Equity
                                 March 31, 2000
                                  (Unaudited)


                                                            COMMON STOCKS                  Additional Retained     Total
                                                                                           Paid-In    Earnings  Stockholder's
                                                       Shares           Amount             Capital    (Deficit)    Equity
                                                       ------           ------             -------    ---------
<S>                                                    <C>                <C>               <C>        <C>          <C>

Issuance of Stocks for Cash                            480,000            $ 480             $ 1,020       $ -       $ 1,500

Net Deficit 12/31/97                                         -                -                   -      (144)         (144)
                                                       -------             ----             -------      -----      --------
Balance December 31, 1997                              480,000              480               1,020      (144)        1,356
                                                       =======             ====             =======      =====      ========
Issuance for Cash                                      300,000              300                 450         -           750

Net Deficit 12/31/98                                         -                -                   -       (25)          (25)
                                                       -------             ----             -------      -----      --------
Balance December 31, 1999                              780,000              780               1,470      (169)        2,081
                                                       =======             ====             =======      =====      ========
Net Deficit 12/31/99                                         -                -                   -       (35)          (35)
                                                       -------             ----             -------      -----      --------
Balance December 31, 1999                              780,000              780               1,470      (204)        2,046
                                                       =======             ====             =======      =====      ========
Net Deficit 3/31/2000                                        -                -                   -         -             -
                                                       -------             ----             -------      -----      --------
Balance March 31, 2000                                 780,000            $ 780             $ 1,470    $ (204)      $ 2,046
                                                       =======             ====             =======      =====      ========

</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                               PHILLIPS 44, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows
                   For the Three Months Ended march 31, 2000
                           (Unaudited) Apr. 17, 1997

                                                                       March 31,          March 31,         Inception to
                                                                          2000              1999           March 31, 1999
                                                                     ---------------   ----------------   -----------------
<S>                                                                         <C>                <C>                 <C>

Cash Flows from Operating Activities:

   Net Loss                                                                   $ (10)             $ (25)             $ (204)

   (Increase) in Investment                                                       -                  -                   -
                                                                     ---------------   ----------------   -----------------

Net Cash Provided by Operating Activities                                       (10)               (25)               (204)

Cash Flows from Financing Activities:

   Proceed from stock issuance, net of issuance costs                             -                750                 750
                                                                     ---------------   ----------------   -----------------

Net Cash Provided by Financing Activities                                         -                750                 750
                                                                     ---------------   ----------------   -----------------

Net Increase in Cash & Cash Equivalent                                          (10)               725                 546

Beginning Cash & Cash Equivalent                                              1,306                581                   -
                                                                     ---------------   ----------------   -----------------

Ending Cash & Cash Equivalent                                               $ 1,296            $ 1,306             $ 1,296
                                                                     ===============   ================   =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
     Interest                                                                     -                  -                   -
     Income Taxes                                                                 -                  -                   -

</TABLE>


   The accompanying notes ar an integral part of these financial statements.

<PAGE>

                                PHILLIPS 44, INC.
                          (A Development Stage Company)
                                 March 31, 2000
                                   (Unaudited)



Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Organization
         ------------

         The  Company  was  incorporated  on April  17,  1997,  in the  state of
Wyoming.  The Company is in the  development  stages and was  organized  for the
purpose of general investing.  The Company's fiscal year end is December 31. The
financial statements are presented on the accrual basis of accounting.

         The accompanying  financial  statements have been prepared on the going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The company's continuation as a
going concern is dependent on its ability to generate  sufficient  cash flows to
meet its  obligation on a timely basis,  to raise  additional  capital as may be
required,  and  ultimately  to  attain  successful  operations.   The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

         Basis of Presentation
         ---------------------

         The Company is primarily engaged in general  investing.  The authorized
capital stock of the  corporation is 50,000,000  shares of common stock at $.001
par value. There are no preferred stock authorized or issued.

         Cash and Cash Equivalent
         ------------------------

     The Company considers all highly-liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

         Revenue Recognition
         -------------------

         Revenue is recognized when earned and expenses are recognized when they
occur.

         Use of 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,  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.





<PAGE>


                                PHILLIPS 44, INC.
                          (A Development Stage Company)
                                 March 31, 2000
                                  (Unaudited )





 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
          -------------------------------------------------

         Net Loss Per Share
         ------------------

         Net loss per share is based on the  weighted  average  number of common
shares and common shares equivalents outstanding during the period.

Note 2 - STOCKHOLDERS' EQUITY
         --------------------

         During the period,  the Company  issued 780,000 shares of its $.001 par
value  common  stock.  480,000  shares were sold for cash of $1,500 in 1997.  In
December 1998 the directors  purchased an additional  300,000 shares for cash of
$750.

Note 3 - FEDERAL INCOME TAXES
         --------------------

         The  Company  accounts  for  income  taxes  under SFAS No.  109,  which
requires the asset and liability  approach to accounting for income taxes. Under
this  approach,  deferred  income taxes are  determined  based upon  differences
between  the  financial  statement  and tax bases of the  Company's  assets  and
liabilities and operating loss  carryforwards  using enacted tax rates in effect
for the years in which the  difference  are expected to reverse.  Deferred taxes
are  recognized  if it is more likely than not that the future tax benefits will
be realized.


Note 4 - RELATED PARTY TRANSACTION
         -------------------------

         The  officers  and  directors  of this  company are also  officers  and
directors of other companies.


<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS  FOR THE QUARTER ENDED MARCH 31, 2000 COMPARED TO THE SAME
QUARTER IN 1999

     The Company  had no  revenues  in the quarter in 2000 or 1999.  The Company
incurred no expenses in the quarter in 2000 and $25 in the quarter in 1999.  The
company  had no gain or loss in the period in 2000 as  compared  to ($25) in the
quarter in 1999. The profit or loss per share was nominal in the quarter in both
2000 and 1999.

     The  Company  expects  the lack of  revenue to  continue  until a merger or
acquisition is completed.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has no liquid assets or cash. Its sole capital resources are it
shares of stock with which to make private placements.



                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

          No reports on Form 8-K were made for the period for which this  report
is filed.


<PAGE>


                                   SIGNATURES

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

Date: May 15, 2000



                                              PHILLIPS 44, INC.


                                              /s/ Philip G. Hinds
                                              -----------------------------
                                              Philip G. Hinds, President