UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended January 31, 1999
                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from           to            .
                                    ---------    -----------
     COMMISSION FILE NUMBER:  0-24211


                       NATIONAL VENTURE CAPITAL FUND, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Colorado                                    84-1432661
   ------------------------------                   ------------------
  (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                   Identification No.)


                 1977 S. Vivian Street, Lakewood, Colorado 80228
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (303) 763-5630
                            -------------------------
                           (Issuer's telephone number)


Check  whether  the  registrant  (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 [ ]

The number of shares outstanding of the issuer's classes of common equity, as of
January 31, 1999 was 20,101,000 shares of Common Stock.

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


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<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS








                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)






                          FORM 10-QSB QUARTERLY REPORT

                                January 31, 1999
























                            Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                       3525 South Tamarac Drive, Suite 120
                             Denver, Colorado 80237




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<PAGE>




                      NATIONAL VENTURE CAPITAL FUND, INC.
                         (A Development Stage Company)

                      INDEX TO FORM 10-QSB QUARTERLY REPORT


                                TABLE OF CONTENTS

                          PART I - FINANCIAL STATEMENTS


ITEM                                                                        PAGE

Condensed Balance Sheets as of
January 31, 1999 and April 30, 1998 .........................................  4

Condensed  Statements of Operations for the
Three and nine months ended January 31,
1999 and 1998 and for the period from
June 12, 1997 thru January 31, 1999 .........................................  5

Statement of Stockholders' Equity (Deficit)
For the nine months ended January 31, 1999 ..................................  6

Condensed  Statements  of Cash Flows for the
Three and nine months ended January 31, 1999
And for the period from June 12, 1997
Thru January 31, 1999 .......................................................  7

Notes to Condensed Financial Statements .....................................  8

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

                           Part II - Other Information

Exhibits and Reports on Form 8-K

     (A) Exhibits - None

     (B) Reports on Form 8-K



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<PAGE>

<TABLE>
<CAPTION>


                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                                January 31, 1999

                                                       January 31, 1999    April 30,
                                                          (Unaudited)        1998
                                                       ----------------    --------
                                     ASSETS

<S>                                                         <C>            <C>
CURRENT ASSETS:
     Cash in checking ...................................   $ 15,571       $ 30,000
                                                            --------       --------

OTHER ASSETS:
     Organization Costs, net
     Of amortization ....................................        342            417
                                                            --------       --------

     Total Assets .......................................   $ 15,913       $ 30,417
                                                            ========       ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES: ....................................   $      0       $      0
                                                            --------       --------

STOCKHOLDERS' EQUITY:
     Preferred stock, 10,000,000
     Shares authorized, $.0001 par
         Value per share, none issued ...................          0              0

     Common stock, 100,000,000 shares
     Authorized, $.0001 par value
     Per share, 20,101,000 shares
     Issued and outstanding .............................      2,010          2,010

     Additional Paid-In-Capital .........................     30,490         30,490

     (Deficit) ..........................................    (16,587)        (2,083)
                                                            --------       --------

     TOTAL LIABILITIES
     AND STOCKHOLDERS' EQUITY ...........................   $ 15,913       $ 30,417
                                                            ========       ========
</TABLE>


                 "See notes to condensed financial statements."



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<PAGE>

<TABLE>
<CAPTION>

                      NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS

          For the three and nine months ended January 31, 1999 and 1998
                And for the period from June 12, 1997 (Inception)
                              Thru January 31, 1999

                                    For the three     For the nine    From Inception
                                     months ended     months ended    (June 12, 1997)
                                      January 31,      January 31,    thru January 31,
                                   1999        1998        1999       1998       1999
                                   ----        ----        ----       ----       ----

<S>                             <C>        <C>         <C>         <C>         <C>
REVENUES: ...................   $      0   $      0    $      0    $      0    $      0
                                --------   --------    --------    --------    --------

OPERATING EXPENSES:

Accounting and
Legal Expenses ..............      8,600          0       8,600           0       8,600

Amortization ................         25         25          75          70         158

Advertising .................          0          0         547           0         547

Consulting Services..........          0          0       1,000       2,000       3,000

Entertainment ...............        277          0         734           0         734

Filing and
Transfer fees ...............      1,160          0       1,160           0       1,160

Office Expenses .............        148          0       1,094           0       1,094

Postage .....................          0          0         526           0         526

Telephone Expenses ..........        228          0         768           0         768
                                --------   --------    --------    --------    --------

Total Operating
Expenses ....................     10,438         25      14,504       2,070      16,587
                                --------   --------    --------    --------    --------

Net (Loss) ..................   $(10,438) $     (25)   $(14,504)   $ (2,070)   $(16,587)
                                ========   ========    ========    ========    ========

Net (Loss)
Per Share ...................        N/A        N/A         N/A         N/A         N/A
                                ========   ========    ========    ========    ========
Weighted average
Number of Shares
Outstanding .................   20,101,000 20,101,000  20,101,000  20,067,666       N/A
                                ========== --========  ==========  ==========  ========
</TABLE>

                 "See notes to condensed financial statements."


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<PAGE>

<TABLE>
<CAPTION>

                            NATIONAL VENTURE CAPITAL FUND, INC.
                               (A Development Stage Company)

                             STATEMENT OF STOCKHOLDERS' EQUITY
                        For the nine months ended January 31, 1999


                                                                   (Deficit)
                      Common                                      Accumulated     Total
                       Stock          Common     Additional        During the  Stockholders'
                     Number of        Stock        Paid-In        Development     Equity
                      Shares          Amount       Capital           Stage       (Deficit)
                     ---------        ------     ----------       -----------  -------------
<S>                 <C>           <C>           <C>            <C>            <C>
Balance
April 30,
1998 ......         20,101,000    $    2,010    $   30,490     $   (2,083)   $    30,417


Net (Loss)
for nine
Month ended
January 31,
1999 ......                                                       (14,504)       (14,504)

Balance,
January 31,
1999 ......         20,101,000    $    2,010    $   30,490     $  (16,587)   $    15,913
                   ===========    ==========    ==========     ==========    ===========
</TABLE>






                  "See notes of condensed financial statements"





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<PAGE>

<TABLE>
<CAPTION>
                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
               For the nine months ended January 31, 1999 and 1998
                And for the period from June 12, 1997 (Inception)
                              Thru January 31, 1999
                                                                                                        From Inception
                                                              For the three         For the nine         June 10, 1997
                                                               months ended          months ended       Thru January 31,
                                                             January 31, 1999      January 31, 1998           1999
                                                             ----------------      ----------------     ---------------

<S>                                                             <C>                   <C>                   <C>
CASH FLOWS FROM OPERATION
ACTIVITITES:

Net (Loss) ........................................             $(14,504)             $ (2,070)             $(16,587)

ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:

    Amortization ..................................                   75                    70                   158

    Stock issued for
    Services ......................................                    0                  2000                  2000

   Stock issued for
    Organization costs ............................                    0                   500                   500
                                                                --------              --------              --------

Net Cash Provided by
Financing Activities ..............................              (14,429)                  500               (13,929)

CASH USED FROM
INVESTING ACTIVITIES:

    Organization Costs ............................                    0                  (500)                 (500)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from issuance
    Of Capital stock ..............................               30,000                     0                30,000
                                                                --------              --------              --------

NET INCREASE IN CASH ..............................               15,571                     0                15,571

CASH, BEGINNING OF PERIOD .........................                    0                     0                     0
                                                                --------              --------              --------

CASH END OF THE
PERIOD ............................................             $ 15,571              $      0              $ 15,571
                                                                ========              ========              ========
</TABLE>

                  "See notes to condensed financial statements"





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<PAGE>

                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the instructions to Form 10-QSB and Regulation S-B.  Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted   accounting   principals  for  complete  financial   statements.   The
accompanying statements should be read in conjunction with the audited financial
statements  for the period June 12, 1997  (Inception)  through  April 30,  1998,
included in the Company's  Registration  Statement on Form 10-SB. In the opinion
of management,  all adjustments  (Consisting only of normal recurring  accruals)
considered  necessary in order to make the financial  statements not misleading,
have been included. Operating results for the nine months ended January 31, 1999
are not necessarily  indicative of the results that may be expected for the full
calendar year ended April 30, 1999.  The financial  statements  are presented on
the accrual basis.





























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<PAGE>


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

The  following  information  should be read in  conjunction  with the  unaudited
consolidated   financial  statements  included  herein  which  are  prepared  in
accordance with generally accepted accounting  principles ("GAAP") in the United
States for interim financial information.

Results of Operations

The Company has generated no revenues from its operations since inception. Since
the  Company  has not  generated  revenues  and has never  been in a  profitable
position,  it operates with minimal overhead.  The Company's primary activity is
to seek an acquisition  candidate.  As of the end of the reporting  period,  the
Company  has  concluded  no  acquisitions  and  has  spoken  with  no  potential
candidates.  The attempt to seek an acquisition  candidate or candidates will be
the primary  focus of the  Company's  activities  in the current and next fiscal
year.

Liquidity and Capital Resources

As of the end of the reporting period, the Company had cash of $15,571.  Working
capital  decreased  by $14,429  from  $30,000 at April 30, 1998 due to operating
expenses.

Management  feels that the Company has inadequate  working capital to pursue any
business opportunities other than seeking an acquisition candidate.  The Company
will  have  minimal  capital  requirements  prior  to  the  consummation  of any
acquisition but can pursue an acquisition candidate.  Until a suitable candidate
is  identified,  Mr.  Howard C. Cadwell and Ms.  Laurie L. Quam will  personally
provide the necessary funds for the operation of the Company, which are expected
to be minimal.  There is no plan to reimburse either  Mr.Cadwell or Ms. Quam for
any advances.  The Company does not intend to pay  dividends in the  foreseeable
future.

Forward-Looking Statements

The following cautionary  statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 in order for National to avail itself of the "safe
harbor"  provisions of that Act.  Discussions  and  information in this document
which are not historical facts should be considered forward-looking  statements.
With regard to  forward-looking  statements,  be advised that actual results and
business  performance may differ  materially from that projected or estimated in
such  forward-looking  statements.  National  has  attempted to identify in this
document  certain of the factors  that it  currently  believes  may cause actual
future  experience  and  results  to  differ  from  its  current   expectations.
Differences may be caused by a variety of factors, including but not limited to,
adverse economic conditions,  entry of new and stronger competitors,  inadequate
capital and the inability to obtain funding from third parties.




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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit 3(i) - Articles of Incorporation. (1)

     Exhibit 3(ii) - Bylaws. (1)

     Exhibit 27.1 - Financial Data Schedule.  Filed herewith.

(b)  Reports on Form 8-K: During the quarter ended January 31, 1999, the Company
     filed no reports on Form 8-K.

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

     (1)  Incorporated by reference from Registration Statement on Form 10, File
          No. 0-24211, filed with the SEC on May 6, 1998.



































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<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.

                                             NATIONAL VENTURE CAPITAL FUND, INC.



Date: July 9, 1999                           by: /s/  Howard C. Cadwell
                                                --------------------------------
                                                Howard C. Cadwell, President


Date: July 9, 1999                           by: /s/ Laurie L. Quam
                                                 -------------------------------
                                                 Laurie L. Quam, Chief Financial
                                                 and Accounting Officer




























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