UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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              September 30, 1996
                                   --------------------------------

                                       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              33-55254-36


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

             NEVADA                                         87-0485314
(State or other jurisdiction of incorporation      (IRS Employer Identification
         or organization)                               Number)

1204 THIRD AVENUE, SUITE 172
NEW YORK, NY                                              10021
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code  (212) 988-0394

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. [ X ] Yes [ ] No


        Class                        Outstanding as of September 30, 1996
--------------------------         --------------------------------------
  CLASS A COMMON STOCK                           1,020,000 shares
     Par Value $0.001


                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION
-------------------------------------------------------------------------------

                          Item 1. Financial Statements
-------------------------------------------------------------------------------


BASIS OF PRESENTATION

General

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to  Form  10-Q.  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
September 30, 1996,  are not  necessarily  indicative of the results that can be
expected for the year ending December 31, 1996.

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

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


Results of Operations

The Company has not received  any income nor  incurred  any expenses  other than
accounting  fees as of the period ended  September 30, 1996, and has had limited
operational history.  Since the acquisition of the cash, the Company is now in a
position to establish a business plan which shall include  marketing,  promoting
and  developing  products  and  services  of  network  marketing  companies  and
opportunities.

The Company  presently has no sources of revenue.  The Company is in the process
of investigating  potential  technology  companies,  products and  opportunities
through the  business  contacts,  clients and  associates  of its  officers  and
directors.  Should  management be unsuccessful  in its marketing,  promoting and
developing  endeavors,  management  may abandon its activities and the shares of
the Company could become worthless.

Based on current economic conditions and business contacts,  management believes
that  it is  possible  for  the  Company,  with  limited  assets,  to  negotiate
successful and profitable  opportunities  within the technology field. 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
this venture.

Liquidity and Capital Resources

Current assets at September 30, 1996 were $100,000 as compared to current assets
at  December  31,  1995 of $0.  The  increase  in  current  assets was due to an
increase in cash of  $100,000  from the sale of 20,000  shares of the  Company's
common stock at $5.00 per share.

                                        2

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

ASSETS                                                                                 9/30/96
                                                                                     (Unaudited)            12/31/95
                                                                                     -----------            --------
CURRENT ASSETS
<S>                                                                               <C>                   <C>
     Cash                                                                         $         100,000     $               0
                                                                                  -----------------     -----------------

                                                          TOTAL CURRENT ASSETS    $         100,000     $               0
                                                                                  =================     =================


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                             $             305     $               0
                                                                                  -----------------     -----------------

                                                     TOTAL CURRENT LIABILITIES                  305                     0


SHAREHOLDERS' EQUITY Common stock par value $.001:
         25,000,000 shares authorized; 1,020,000 shares issued
         (1,000,000 at 1995)                                                                  1,020                 1,000
     Additional paid-in capital                                                              99,980                     0
     (Deficit) accumulated during development stage                                          (1,305)               (1,000)
                                                                                  -----------------     -----------------

                                                    TOTAL SHAREHOLDERS' EQUITY               99,695                     0
                                                                                  -----------------     -----------------

                                                                                  $         100,000     $               0
                                                                                  =================     =================

</TABLE>

See Selected Notes to Financial Statements.


                                       F-1

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                             3/14/90 (date
                                                    Three Months Ended              Nine Months Ended        of inception)
                                                  9/30/96         9/30/95        9/30/96        9/30/95       to 9/30/96
                                                  -------         -------        -------        -------       ----------

<S>                                            <C>            <C>            <C>             <C>            <C>
Income                                         $           0  $           0  $           0   $           0  $           0

General and administrative expenses                      305              0            305               0          1,305
                                               -------------  -------------  -------------   -------------  -------------
                                                         305              0            305               0          1,305
                                               -------------  -------------  -------------   -------------  -------------

INCOME (LOSS) BEFORE
     INCOME TAXES                                       (305)             0           (305)              0         (1,305)

PROVISION FOR INCOME TAXES                                 0              0              0               0              0
                                               -------------  -------------  -------------   -------------  -------------

                         NET INCOME (LOSS)     $        (305) $           0  $        (305)  $           0  $      (1,305)
                                               =============  =============  =============   =============  =============
INCOME PER COMMON SHARE
     Net income per weighted
       average common share
       outstanding                             $           0  $           0  $           0   $           0
                                               =============  =============  =============   =============

     Weighted average number of
       common shares outstanding                   1,020,000      1,000,000      1,018,333       1,000,000
                                               =============  =============  =============   =============


</TABLE>

See Selected Notes to Financial Statements.


                                       F-2

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                       STATEMENTS OF SHAREHOLDERS' EQUITY
      Period from March 14, 1990 (Date of Inception) to September 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                             Deficit
                                                                                                           Accumulated
                                                                         Stock          Additional           During
                                         Common           Stock      Subscription      Paid-in             Development
                                         Shares          Amount       Receivable          Capital             Stage
                                         ------          ------       ----------          -------             -----
<S>                                               <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          (1,000)                 0                   0

   Receipt of Stock Subscription                                             1,000
Net loss for year                                                                                                  (1,000)

Balances at 12/31/91                      1,000,000          1,000               0                  0              (1,000)
Net income for year                                                                                                     0
                                      -------------  -------------   -------------  -----------------   -----------------

Balances at 12/31/92                      1,000,000          1,000               0                  0              (1,000)
Net income for year                                                                                                     0
                                      -------------  -------------   -------------  -----------------   -----------------

Balances at 12/31/93                      1,000,000          1,000               0                  0              (1,000)
Net income for year                                                                                                     0
                                      -------------  -------------   -------------  -----------------   -----------------

Balances at 12/31/94                      1,000,000          1,000               0                  0              (1,000)
Net income for year                                                                                                     0
                                      -------------  -------------   -------------  -----------------   -----------------

Balances at 12/31/95                      1,000,000          1,000               0                  0              (1,000)
   Stock sold (restricted) at $5.00
     per share at 1/10/96                    20,000             20                             99,980
Net loss for period                                                                                                  (305)
                                      -------------  -------------   -------------  -----------------   -----------------
Balances at 9/30/96                       1,020,000  $       1,020   $           0  $          99,980   $          (1,305)
                                      =============  =============   =============  =================   =================

</TABLE>

See Selected Notes to Financial Statements.


                                       F-3

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                                              Period from
                                                                                                             3/14/90 (date
                                                    Three Months Ended              Nine Months Ended        of inception)
                                                  9/30/96         9/30/95        9/30/96        9/30/95       to 9/30/96
                                                  -------         -------        -------        -------       ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES
<S>                                            <C>            <C>            <C>             <C>            <C>
     Net loss                                  $        (305) $           0  $        (305)  $           0  $      (1,305)
     Adjustments to reconcile net (loss)
       to net cash required by operating
       activities:                                         0              0              0               0              0

         Change in accounts payable                      305              0            305               0            305
                                               -------------  -------------  -------------   -------------  -------------
                                                         305              0            305               0            305
                                               -------------  -------------  -------------   -------------  -------------

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

CASH FLOWS FROM INVESTING
   ACTIVITIES                                              0              0              0               0              0
                                               -------------  -------------  -------------   -------------  -------------

                      NET CASH PROVIDED BY
                      INVESTING ACTIVITIES                 0              0              0               0              0

CASH FLOWS FROM FINANCING
   ACTIVITIES
     Stock sold                                            0              0        100,000               0        101,000
                                               -------------  -------------  -------------   -------------  -------------

                     NET CASH PROVIDED BY
                      FINANCING ACTIVITIES                 0              0        100,000               0        101,000
                                               -------------  -------------  -------------   -------------  -------------


                      NET INCREASE IN CASH                 0              0        100,000               0        100,000

CASH AT BEGINNING OF PERIOD                          100,000              0              0               0              0
                                               -------------  -------------  -------------   -------------  -------------

                     CASH AT END OF PERIOD     $     100,000  $           0  $     100,000   $           0  $     100,000
                                               =============  =============  =============   =============  =============


</TABLE>

See Selected Notes to Financial Statements.


                                       F-4

<PAGE>



                              MICRO-ECONOMICS, INC.
                          (A Development Stage Company)
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996


NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method
The  Company  recognizes  income  and  expense  based on the  accrual  method of
accounting.

Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
The Company  records the income tax effect of transactions in the same year that
the transactions enter into the determination of income,  regardless of when the
transactions  are recognized  for tax purposes.  Tax credits are recorded in the
year realized.  Since the Company has not yet realized  income as of the date of
this report, no provision for income taxes has been made.

The Company  utilizes the liability method of accounting for income taxes as set
forth in Statement of Financial  Accounting  Standards No. 109,  "Accounting for
Income  Taxes"  (SFAS  109).  Under the  liability  method,  deferred  taxes are
determined based on the difference between the financial statement and tax bases
of assets  and  liabilities  using  enacted  tax rates in effect in the years in
which the differences are expected to reverse. An allowance against deferred tax
assets is recorded  when it is more likely than not that such tax benefits  will
not be realized.

At  September  30, 1996 a deferred  tax asset has not been  recorded  due to the
Company's  lack of  operations to provide  income to use the net operating  loss
carryover of $1,000 which will expire December 31, 2006.

NOTE 2:           DEVELOPMENT STAGE COMPANY

The Company was incorporated under laws of the State of Nevada on March 14, 1990
and has been in the developmental stage since incorporation.

NOTE 3:           CAPITALIZATION

On the date of  incorporation,  the Company sold 1,000,000  shares of its common
stock  to  Capital   General   Corporation   for  $1,000  cash  for  an  average
consideration  of $.001 per share.  On January 10, 1996, the Company sold 20,000
shares of its common stock for  $100,000  cash for an average  consideration  of
$5.00 per share. The Company's  authorized stock includes  25,000,000  shares of
common stock at $.001 par value.

NOTE 4:           RELATED PARTY TRANSACTIONS

The Company owns no properties  and utilizes  space on a rent-free  basis in the
office  of  its  principal  shareholder,  Chancellor  Australia  Pty  Ltd.  This
arrangement  is  expected to  continue  until such time as the  Company  becomes
involved in a business venture which necessitates its relocation, as to which no
assurance  can be given.  The  Company  has no  agreements  with  respect to the
maintenance or future acquisition of office facilities, however, if a successful
merger/acquisition  is  negotiated,  it is  anticipated  that the  office of the
Company will be moved to that of the acquired company.



                                       F-5

<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 hereunto duly authorized.

MICRO-ECONOMICS, INC.
     (Registrant)



By:        s/ Neil Alan Green
          Neil Alan Green, President

Dated:     October 22, 1996


                                        3