UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

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

For the transition period from ___________ to __________

Commission File No. 33-55254-36


                               MICRO-ECONOMICS, INC.
             (Exact name of Registrant as specified in its charter)


           NEVADA                                     87-0485314
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification Number)

3096 SO. HIGHLAND DRIVE, SUITE 460
SALT LAKE CITY, UTAH                                    84106
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (801) 485-7775


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 such
filing requirements for the past 90 days. [ ] Yes [X] No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

              Class                          Outstanding as of July, 1999
------------------------------------         -----------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 1,000,000 SHARES


<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General

         The accompanying  unaudited financial  statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information  and footnotes  necessary for a complete  presentation  of financial
position,  results  of  operations,  cash  flows  and  stockholders'  equity  in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.  Operating results for the quarter
ended June 30, 1997, are  not necessarily  indicative of the results that can be
expected for the year ending December 31, 1997.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         The Company has not received any income nor incurred any expenses other
than accounting fees, has had limited operational  history and has yet to engage
in business of any kind. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business.  The Company has not made a formal study
of the economic potential of any business.  At the present,  the Company has not
identified any assets or business opportunities for acquisition.

         As of July, 1999,  the  Company  has  no  liquidity  and  no  presently
available capital resources, such as credit lines, guarantees, etc. and should a
merger or acquisition prove unsuccessful, it is possible that the Company may be
dissolved by the State of Nevada for failing to file reports, at which point the
Company  would no longer be a viable  corporation  under Nevada law and would be
unable to function as a legal entity.  Should  management  decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless.  However,  the Company's officers,
directors and major  shareholder  have made an oral undertaking to make loans to
the  Company  in  amounts  sufficient  to enable  it to  satisfy  its  reporting
requirements and other obligations  incumbent on it as a public company,  and to
commence,  on a limited basis, the process of investigating  possible merger and
acquisition candidates.  The Company's status as a publicly-held corporation may
enhance its ability to locate  potential  business  ventures.  The loans will be
interest  free and are  intended to be repaid at a future  date,  if or when the
Company shall have received  sufficient funds through any business  acquisition.
The loans are intended to provide for the payment of filing  fees,  printing and
copying fees and other miscellaneous fees.

         Based  on  current  economic  and  regulatory  conditions,   Management
believes that it is possible,  if not probable,  for a company like the Company,
without  assets or  liabilities,  to  negotiate a merger or  acquisition  with a
viable private company.  The opportunity arises principally  because of the high
legal  and  accounting   fees  and  the  length  of  time  associated  with  the
registration process of "going public".  However, should any of these conditions
change,  it is very possible that there would be little or no economic value for
anyone taking over control of the Company.

          The  "Year 2000 problem" arose because many existing computer programs
use only the last two  digits  to refer  to a  year.   Therefore, these computer
programs do not properly recognize  a year that begins  with "20" instead of the
familiar "19".  If not corrected,  many  computer  applications  could  fail  or
create erroneous  results.  The extent  of the potential impact of the Year 2000
problem  is  not  yet  known,  and  if not timely corrected, it could affect the
global economy.

          Since the Company is  not engaged in  any business or other operations
at the present time,  management has  determined that  Year 2000 issues will not
materially affect the Company.  In addition, the Company  does not own, lease or
operate any computers, and it doesn't  rely on information, processes, accounts,
or anything  generated from  others by computers.   The Company  has no business
relations with other persons or entities whose potential year  2000 issues could
have any effect on the Company.  It is not planned or otherwise foreseeable that
any of the above will change materially at any time prior to the year 2000.

<PAGE>
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<CAPTION>



                               MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                                       6/30/97               12/31/96
                                                                      Unaudited               Audited
                                                                     -----------            -----------
<S>                                                                  <C>                    <C>

          ASSETS
          ------
CURRENT ASSETS
        Cash in bank                                                 $         0            $         0
                                                                     -----------            -----------

                    TOTAL CURRENT ASSETS                                       0                      0
                                                                     -----------            -----------

                                                                     $         0            $         0
                                                                     ===========            ===========



          LIABILITIES & EQUITY (DEFICIT)
          ------------------------------
CURRENT LIABILITIES
        Accounts payable                                             $       666            $       627
                                                                     -----------            -----------

                    TOTAL CURRENT LIABILITIES                                666                    627

STOCKHOLDERS' EQUITY (DEFICIT)
        Common Stock $.001 par value:
         Authorized - 25,000,000 shares
         Issued and outstanding 1,000,000 shares                           1,000                  1,000
        Deficit accumulated during
         the development stage                                            (1,666)                (1,627)
                                                                     -----------            -----------

                    TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                    (666)                  (627)
                                                                     -----------            -----------

                                                                     $         0            $         0
                                                                     ===========            ===========


                                      F-1


</TABLE>
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<TABLE>
<CAPTION>



                               MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                                                                       3/14/90
                                                                                                                      (Date of
                                                          Three months ended                Six months ended        inception) to
                                                       6/30/97         6/30/96         6/30/97         6/30/96         6/30/97
                                                     -----------     -----------     -----------     -----------     -----------
<S>                                                  <C>             <C>             <C>             <C>             <C>
Net sales                                            $         0     $         0     $         0     $         0     $         0
Cost of sales                                                  0               0               0               0               0
                                                     -----------     -----------     -----------     -----------     -----------
                       GROSS PROFIT                            0               0               0               0               0

General & administrative expenses                             10               0              39               0           1,666
                                                     -----------     -----------      ----------     -----------     -----------


                           NET LOSS                  $       (10)    $         0     $       (39)    $         0     $    (1,666)
                                                     ===========     ===========     ===========     ===========     ===========

Net income (loss) per weighted average share         $      (.00)    $       .00     $      (.00)    $       .00
                                                     ============    ===========     ===========     ===========

Weighted average number of common shares
 used to compute net income (loss) per
 weighted average share                                1,000,000       1,000,000       1,000,000       1,000,000
                                                     ===========     ===========     ===========     ===========


</TABLE>


                                      F-2

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<TABLE>
<CAPTION>



                               MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                    Common Stock               Additional                         Stock
                                                   Par Value $.001              Paid-in         Retained       Subscription
                                                 Shares         Amount          Capital          Deficit        Receivable
                                               ---------      ---------       ----------       -----------      ----------
<S>                                            <C>            <C>             <C>              <C>              <C>
Balances at 3/14/90 (Date of inception)                0      $       0       $        0       $         0      $        0
  Issuance of common stock (restricted)
   at $.001 per share at 3/14/90               1,000,000          1,000                                             (1,000)
  Net loss for period                                                                                    0
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/90                           1,000,000          1,000                0                 0          (1,000)
 Cash paid for stock subscription                                                                                    1,000
  Net loss for year                                                                                 (1,000)
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/91                           1,000,000          1,000                0            (1,000)              0
  Net income for year                                                                                    0
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/92                           1,000,000          1,000                0            (1,000)              0
  Net income for year                                                                                    0
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/93                           1,000,000          1,000                0            (1,000)              0
  Net income for year                                                                                    0
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/94                           1,000,000          1,000                0            (1,000)              0
  Net income for year                                                                                    0
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/95                           1,000,000          1,000                0            (1,000)              0
  Stock sold (restricted) at $5.00
    per share 1/10/96                             20,000             20           99,980
  Stock cancelled 12/31/96                       (20,000)           (20)         (99,980)
  Net loss for year                                                                                   (627)
                                               ---------      ---------       ----------       -----------      ----------
Balances at 12/31/96                           1,000,000          1,000                0            (1,627)              0
  Net loss for period                                                                                  (39)
                                               ---------      ---------       ----------       -----------      ----------
Balances at 6/30/97                            1,000,000      $   1,000       $        0       $    (1,666)     $        0
                                               =========      =========       ==========       ===========      ==========



                                      F-3
</TABLE>




<PAGE>
<TABLE>
<CAPTION>



                               MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS




                                                                                                                       3/14/90
                                                                                                                      (Date of
                                                          Three months ended                Six months ended        inception) to
                                                       6/30/97         6/30/96         6/30/97         6/30/96         6/30/97
                                                     -----------     -----------     -----------     -----------     -----------
<S>                                                  <C>             <C>             <C>             <C>             <C>
OPERATING ACTIVITIES
        Net income (loss)                            $       (10)    $         0     $       (39)    $         0     $    (1,666)
        Changes in assets and liabilities:
         Accounts payable                                     10               0              39               0             666
                                                     -----------     -----------     -----------     -----------     -----------

                           NET CASH USED BY
                       OPERATING ACTIVITIES                    0               0               0               0          (1,000)

INVESTING ACTIVITIES                                           0               0               0               0               0
                                                     -----------     -----------     -----------     -----------     -----------

                          NET CASH USED BY
                      INVESTING ACTIVITIES                     0               0               0               0               0

FINANCING ACTIVITIES
        Proceeds from sale of common stock                     0               0               0               0           1,000
                                                     -----------     -----------     -----------     -----------     -----------

                      NET CASH PROVIDED BY
                      FINANCING ACTIVITIES                     0               0               0               0           1,000
                                                     -----------     -----------     -----------     -----------     -----------

                          INCREASE IN CASH
                      AND CASH EQUIVALENTS                     0               0               0               0               0

        Cash and cash equivalents
        at beginning of year                                   0               0               0               0               0
                                                     -----------     -----------     -----------     -----------     -----------

                   CASH & CASH EQUIVALENTS
                          AT END OF PERIOD           $         0     $         0     $         0     $         0     $         0
                                                     ===========     ===========     ===========     ===========     ===========



                                      F-4
</TABLE>

<PAGE>

                                   SIGNATURES

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



                               MICRO-ECONOMICS, INC.




Dated: July 19, 1999         s\Krista Nielson
                          ------------------------------------------------------
                          Krista Nielson, President, CEO and Director




Dated: July 19, 1999         s\Sasha Belliston
                          ------------------------------------------------------
                          Sasha Belliston, Secretary/Treasurer, CFO and Director