UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 Commission File No. 000-27139 MELLONCAMP, INC. (Exact name of registrant as specified in its charter) Nevada 88-0386352 (State of organization) (I.R.S. Employer Identification No.) 2080 E. Flamingo Rd., Suite 112, Las Vegas, NV 89119 (Address of principal executive offices) Registrant's telephone number, including area code (702) 650-5660 Check whether the issuer (1) filed all reports required to be file by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. No X There are 3,000,000 shares of common stock outstanding as of March 31, 2001. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT Board of Directors May 3, 2001 Melloncamp, Inc. Las Vegas, Nevada We have compiled the accompanying balance sheets of Melloncamp, Inc. as of March 31, 2001 and March 31, 2000, and the related statements of income, changes in stockholders' equity and cash flows for the nine months then ended, in accordance with the Statement of Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and supplementary information, and, accordingly, do not express an opinion or any other form of assurance on them. As discussed in Note 1, the Company has been in the development stage since its inception on February 19, 1998. Realization of the major portion of its assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements for the year ended December 31, 2000 and December 31, 1999, were audited by us and we expressed an unqualified opinion on the statements in our report dated February 14, 2000. We have not performed any auditing procedures since that date. Melloncamp, Inc. (A Development Stage Company) BALANCE SHEET Unaudited Unaudited Audited March 31, March 31, December 31, 2001 2000 1999 ASSETS CURRENT ASSETS Cash -0- -0- -0- PROPERTY AND EQUIPMENT -0- -0- -0- ====== ====== ====== -0- -0- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Loan payable 900 -0- 900 --------- -------- -------- TOTAL CURRENT LIABILITIES -0- -0- -------- -------- STOCKHOLDERS' EQUITY Common stock, $.001 par value, 3,000 3,000 25,000,000 shares authorized, 3,000,000 shares issued and 3000 outstanding Preferred stock, $.001 par value, 5,000,000 shares authorized, -0- -0- -0- no shares issued and outstanding Deficit accumulated during development stage (3,900) (3,000) (3,000) TOTAL STOCKHOLDERS' EQUITY (900) -0- 900 -0- -0- -0- The accompanying notes are an integral part of these financial statements. MELLONCAMP, INC. (A Development Stage Company) STATEMENT OF INCOME For the Three Months Ended March 31, 2001 and March 31, 2000, the Years ended December 31, 200 and December 31, 1999 and the Period February 19, 1998 (inception) to March 31, 2001 Unaudited Unaudited Audited Audited February Three Three Year Year 19, 1998 Months Months Ended Ended (inceptio Ended Ended December 31, December n) to March 31, March 31, 2000 31, March 31, 2001 2000 2000 2001 REVENUE -0- -0- -0- -0- -0- COST OF SALES -0- -0- -0- -0- -0- -------- -------- ---------- -------- -------- GROSS PROFIT -0- -0- -0- -0- -0- OPERATING EXPENSES Filing Fees -0- -0- -0- -0- 300 Professional Fees -0- 900 900 -0- 3,600 -------- -------- ---------- -------- -------- - -0- 900 900 -0- 3,900 -------- -------- ---------- -------- -------- - NET INCOME (LOSS) (-0-) (900) (900) (-0-) BEFORE INCOME TAXES (3,900) INCOME TAXES -0- -0- -0- -0- -0- -------- -------- ---------- -------- -------- NET INCOME (LOSS) (-0-) (900) (900) (-0-) (3,900) ======== ======== ========== ======== ========= EARNINGS PER SHARE -0- -0- -0- -0- OF COMMON STOCK WEIGHTED AVERAGE 3,000,000 3,000,000 3,000,000 3,000,000 NUMBERS OF SHARES OUTSTANDING The accompanying notes are an integral part of these financial statements. MELLONCAMP, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY 		 Preferred Stock Common Stock Stock Paid in Deficit Total Stock Amount Amount Capital Accumulated Amount During Development Stage Balance February 19, -0- -0- -0- -0- -0- -0- -0- 1998 Stock Issued -0- -0- 3,000,000 3,000 -0- -0- 3,000 Retained Earnings -0- -0- -0- -0- -0- (3,000) (3,000) (Loss) -------- ------- ----------- ------- ------ -------- -------- Balance December 31, -0- -0- 3,000,000 3,000 -0- (3,000) -0- 1998 Retained Earnings -0- -0- -0- -0- -0- -0- -0- (Loss) -------- -------- ----------- ------- ------ -------- ------- Balance December 31, -0- -0- 3,000,000 3,000 -0- (3,000) -0- 1999 Retained Earnings -0- -0- -0- -0- -0- (900) (900) (Loss) -------- -------- ----------- ------- ------ -------- ------- Balance December 31, -0- -0- 3,000,000 3,000 -0- (3,900) (900) 2000 Retained earnings -0- -0- -0- -0- -0- -0- (loss) Balance March 31, 2001 -0- -0- 3,000,000 3,000 -0- (3,900) (900) ======== ======= =========== ======= ====== ======== ======= The accompanying notes are an integral part of these financial statements. MELLONCAMP, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2001 and March 31, 2000 the Year Ended December 31, 2000 and December 31, 1999 and the Period February 19, 1998 (inception) to March 31, 2001 			 Unaudited Unaudited Audited Audited February 19, Three Months Three Months Year Year 1998 Ended Ended Ended Ended (inception) to March 31, March 30, December 31, December 31, March 31, 2001 2000 2000 1999 2000 Net Income/(Loss) -0- -0- 900 -0- $(3,900) Adjustments to reconcile -0- -0- -0- -0- net income to net cash provided by operating -0- activities: Loan payable 900 900 Cash Used in Operations -0- -0- -0- -0- (3,000) Cash Used in Investing -0- -0- -0- -0- -0- Activities Cash Provided by Financing Activities Stock Issued -0- -0- -0- -0- 3,000 Net Change in Cash -0- -0- -0- -0- -0- Beginning Balance -0- -0- -0- -0- -0- Ending Cash Balance -0- -0- -0- -0- -0- The accompanying notes are an integral part of these financial statements. MELLONCAMP, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2001, December 31, 2000 and March 31, 2000 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations The Company was organized under the laws of the State of Nevada in 1998 and is authorized to do business in the United State. The Company has no revenue from operations during the period covered by this financial statement. Method of Accounting These financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Consequently, revenues are recognized when earned and expenses are recognized when the obligation is actually incurred. Income Taxes and Cash Flows The Company accounts for income taxes and the statement of cash flows in accordance with Financial Accounting Standards Board Statement No. 109 and No. 95. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. NOTE 2: CASH The Company has no bank accounts at this time. NOTE 3 - EARNINGS PER SHARE Earnings per share has been computed by dividing net income/(loss) by the weighted average number of common shares outstanding for the period. There are no items which are deemed to be common stock equivalents during the audit period. NOTE 4: COMMON STOCK As of March 31, 2001, December 31, 2000 and March 31, 2000, the Company had 3,000,000 shares of common stock, par value $.001, issued and outstanding. NOTE 5: LEASE COMMITMENTS The Company currently has no commitments for leases or contingences. NOTE 6: USE OF ESTIMATES The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. ITEM 2. MANAGEMENT'S PLAN OF OPERATION NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS This statement includes projections of future results and "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are included in this Registration Statement, other than statements of historical fact, are forward-looking statements. Although Management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this Statement, including, without limitation, those expectations reflected in forward-looking statements contained in this Statement. Plan of Operation The Company's Plan of Operation has not changed since the filing of its amended Form 10-SB filed with the SEC on March 1, 2000. The description of the current plan of operation is incorporated by reference to Section 2 of its Form 10-SB. Competition The Company is an insignificant participant among firms which engage in business combinations with, or financing of, development-stage enterprises. There are many established management and financial consulting companies and venture capital firms which have significantly greater financial and personal resources, technical expertise and experience than the Company. In view of the Company's limited financial resources and management availability, the Company will continue to be at significant competitive disadvantage vis-a-vis the Company's competitors. Employees The Company's only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. PART II - OTHER INFORMATION 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 action has been threatened by or against the Company. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS No issues of securities and no changes in the existing securities took place during the period covered by this report. At the end of the quarter there were 3,000,000 shares of common stock outstanding. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No such matters were submitted during the most recent quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS a) The exhibit consisting of the Company's Articles of Incorporation is attached to the Company's Amended Form 10-SB, filed on March 1, 2000. This exhibit is incorporated by reference to that Form. b) The exhibit consisting of the Company's Bylaws is attached to the Company's Amended Form 10-SB, filed on March 1, 2000. This exhibit is incorporated by reference to that Form. Reports on Form 8-K: None SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Melloncamp, Inc. By: /s/ Kenneth D. Greble Kenneth D. Greble, President Date: May 15, 2001