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

                                   FORM 10-QSB
(Mark One)

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

For the quarterly period ended    March 31, 1998

[ ]  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.     33-55254-23

                               STAR DOLPHIN, INC.
        (Exact name of Small Business Issuer as specified in its charter)

         NEVADA                                     87-0438634
(State or other jurisdiction of                 (I.R.S. Employer 
incorporation or organization)               Identification Number)


   12 East 44th Street, New York, New York         10017
(Address of principal executive offices)        (Zip Code)


Issuer's telephone number, including area code     (212) 328-1660

         Indicate  by check mark  whether  the Issuer (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 Issuer
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

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

             Class                          Outstanding as of March 31, 1998
--------------------------------------    --------------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 2,000,000 SHARES


<PAGE>



                         PART 1 - 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-QSB and,  therefore,  do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flows and  stockholders'  deficit  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 March 31, 1998, are not necessarily  indicative of the results that can be
expected for the year ending December 31, 1998.

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

         The  Company  has had no  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.  During the
quarter,  the Company  paid $3,000 for expenses  relating to public  filings and
other administrative expenses.

         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.  The major  shareholder  is
paying  necessary  expenses for the  Company.  Should  management  decide not to
further pursue its acquisition activities, management may abandon its activities
and the shares of the Company would become worthless.

         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 many 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.

                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  99.1 Financial Statements as of March 31, 1998
                  27 Financial Data Schedule

         (b)      Reports on Form 8-K
                  None.



<PAGE>



                                   SIGNATURES

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

                                   STAR DOLPHIN, INC.



Dated:  May 13, 1998               /s/  Phillip Wong Wah Lik
                                   Phillip Wong Wah Lik, President and Director



<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                  10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                        SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS            TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                          FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS            E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Shareholders
Star Dolphin, Inc.

The accompanying  balance sheet of Star Dolphin,  Inc. as of March 31, 1998, and
the related statements of operations,  and cash flows for the three months ended
March 31, 1998 and 1997,  and for the period from  inception  to March 31, 1998,
and statements of  stockholders'  deficit for the period from inception to March
31, 1998 were not audited by us and,  accordingly,  we do not express an opinion
on them.




                                                        /s/ Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
May 7, 1998


                                       F-1

<PAGE>



                               STAR DOLPHIN, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  March 31,
                                                                                    1998
                                                                           ----------------------
ASSETS
              CURRENT ASSETS
<S>                                                                        <C>                   
                  Cash in bank                                             $                    0
                                                                           ----------------------

                                              TOTAL CURRENT ASSETS                              0

OTHER ASSETS
              Organization costs                                                                0
                                                                                                0
                                                                           ----------------------

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

LIABILITIES & DEFICIT
              CURRENT LIABILITIES
                  Accounts payable - related party                         $                3,000
                                                                           ----------------------

                                         TOTAL CURRENT LIABILITIES                          3,000

              STOCKHOLDERS' DEFICIT 
                  Common Stock $.001 par value:
                      Authorized - 100,000,000 shares
                      Issued and outstanding
                       2,000,000 shares                                                     2,000
                  Additional paid-in capital                                                3,600
                  Deficit accumulated during the
                      development stage                                                    (8,600)
                                                                           ----------------------

                                       TOTAL STOCKHOLDERS' DEFICIT                         (3,000)
                                                                           ----------------------

                                                                           $                    0
                                                                           ======================
</TABLE>


                                       F-2

<PAGE>



                               STAR DOLPHIN, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           4/14/86
                                                                     Three Months Ended                   (Date of
                                                                          March 31,                     inception) to
                                                                   1998               1997                 3/31/98
                                                            -----------------   -----------------  -----------------------
<S>                                                         <C>                 <C>                <C>                    
Net sales                                                   $               0   $               0  $                     0
Cost of sales                                                               0                   0                        0
                                                            -----------------   -----------------  -----------------------

                                              GROSS PROFIT                  0                   0                        0

General and administrative expenses                                     3,000                   0                    8,600
                                                            -----------------   -----------------  -----------------------

                                                  NET LOSS  $          (3,000)  $               0  $                (8,600)
                                                            =================   =================  =======================

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

Weighted average number of common
           shares used to compute net income
           (loss) per weighted average share                        2,000,000           1,000,000
                                                            =================   =================
</TABLE>


                                       F-3

<PAGE>



                               STAR DOLPHIN, INC.
                          (A Development Stage Company)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                                    Common Stock                Additional            During
                                                                  Par Value $0.001                Paid-in           Development
                                                              Shares            Amount            Capital              Stage
                                                          ---------------  ---------------   -----------------  ------------------
<S>                                                       <C>              <C>               <C>                <C>               
Balances at 4/16/86 (Date of inception)                                 0  $             0   $               0  $                0
   Issuance of common stock (restricted)
     at $.002 per share at 6/4/86                               1,000,000            1,000               1,000
   Net loss for period                                                                                                      (1,950)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/86                                            1,000,000            1,000               1,000              (1,950)
   Net loss for year                                                                                                           (10)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/87                                            1,000,000            1,000               1,000              (1,960)
   Net loss for year                                                                                                           (10)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/88                                            1,000,000            1,000               1,000              (1,970)
   Net loss for year                                                                                                           (10)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/89                                            1,000,000            1,000               1,000              (1,980)
   Net loss for year                                                                                                           (10)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/90                                            1,000,000            1,000               1,000              (1,990)
   Net loss for year                                                                                                           (10)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/91                                            1,000,000            1,000               1,000              (2,000)
   Net income for year                                                                                                           0
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/92                                            1,000,000            1,000               1,000              (2,000)
   Net income for year                                                                                                           0
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/93                                            1,000,000            1,000               1,000              (2,000)
   Net income for year                                                                                                           0
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/94                                            1,000,000            1,000               1,000              (2,000)
   Net income for year                                                                                                           0
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/95                                            1,000,000            1,000               1,000              (2,000)
   Net income for year                                                                                                           0
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/96                                            1,000,000            1,000               1,000              (2,000)
   Issued for expenses at
     $.0036 at 12/19/97                                         1,000,000            1,000               2,600
   Net loss for year                                                                                                        (3,600)
                                                          ---------------  ---------------   -----------------  ------------------
Balances at 12/31/97                                            2,000,000            2,000               3,600              (5,600)
   Net loss for period                                                                                                      (3,000)
                                                          ---------------  ---------------   -----------------  ------------------

Balances at 3/31/98                                             2,000,000  $         2,000   $           3,600  $           (8,600)
                                                          ===============  ===============   =================  ==================
</TABLE>


                                       F-4

<PAGE>



                               STAR DOLPHIN, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                        4/14/86
                                                                                                       (Date of
                                                                  Three Months Ended March 31,       Inception) to
                                                                     1998              1997             3/31/98
                                                               ---------------    ---------------  ----------------
OPERATING ACTIVITIES
<S>                                                            <C>                <C>              <C>              
  Net (loss)                                                   $        (3,000)   $             0  $         (8,600)
  Adjustments to reconcile net (loss) to cash used
     by operating activities:
       Stock issued for expenses                                             0                  0             3,600
       Amortization                                                          0                  0                50
  Changes in liabilities:
       Accounts payable - related party                                  3,000                  0             3,000
                                                               ---------------    ---------------  ----------------
                                               NET CASH USED
                                     BY OPERATING ACTIVITIES                 0                  0            (1,950)

INVESTING ACTIVITIES
  Organization costs                                                         0                  0               (50)
                                                               ---------------    ---------------  ----------------

                                    NET CASH PROVIDED (USED)
                                     BY INVESTING ACTIVITIES                 0                  0               (50)

FINANCING ACTIVITIES
  Proceeds from sale of common stock                                         0                  0             2,000
                                                               ---------------    ---------------  ----------------

                                        NET CASH PROVIDED BY
                                        FINANCING ACTIVITIES                 0                  0             2,000
                                                               ---------------    ---------------  ----------------

                                            INCREASE IN CASH
                                        AND CASH EQUIVALENTS                 0                  0                 0

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

                                   CASH AND CASH EQUIVALENTS
                                            AT END OF PERIOD   $             0    $             0  $              0
                                                               ===============    ===============  ================
</TABLE>






                                       F-5