SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-K

              [x] ANNUAL REPORT PURSUANT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended September 30, 1996

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

                 For the Transition Period from ______ to _____

                                   ----------

Commission File Number 33-28214-NY

Micro Holding Corp. (formerly Micro Care, Inc.)
(Exact name of Registrant as specified in its charter)

New York                                               11-2714923
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification Number)

1952 Jericho Turnpike, East Northport,  NY             11731
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, 
  including area code:              (516) 462-6700

Securities registered pursuant to 
  Section 12(b) of the Act:         None

Securities registered pursuant to 
  Section 12(g) of the Act:         Common Stock           $.001 par value

<PAGE>

     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 requirement for the past 90 days.

                              YES _X_       NO ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

                              YES _X_       NO ___

     On October 14,  1996,  the  aggregate  market  value of the voting stock of
Micro  Holding Corp.  (formerly  Micro Care,  Inc.),  consisting of Common Stock
$.001 par value, held by non-affiliates of the Registrant was approximately $0.

<PAGE>

                                   THE COMPANY

     Micro Holding Corp. (formerly Micro Care, Inc.) (the "Company") was engaged
in the  business  of  servicing  and  repairing  microcomputers  and  peripheral
equipment principally through the sale and renewal of maintenance contracts.  On
July 31, 1991, the Company ceased operations.

     The  Company  was  incorporated  under the laws of the State of New York on
November 14, 1984.  The Company  operated  its business  under the  unregistered
trademark "Micro Care." Its offices are located at 1952 Jericho  Turnpike,  East
Northport, NY 11731. Its telephone number is (516) 462-6700.


<PAGE>

                                     PART I

Item 1. Business of the Company

General

     The Company, incorporated in New York on November 14, 1984, provided repair
services for microcomputers and related peripheral equipment principally through
the sale and  renewal  of  service  contracts.  Since  the  commencement  of its
business,  the Company has  specialized  in the repair of  computers  eventually
focusing its business on the repair of microcomputers. By focusing on the repair
of  microcomputers,  the Company has  delineated its marketing  strategy  solely
towards the  business  user of  microcomputers.  On July 31,  1991,  the Company
ceased operations.

Employees

     The Company currently has no employees.

Item 2. Properties

None

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

None

                                     PART II

Item 5. Market for Common Stock and Related Stockholder Matters

None

Item 6. Selected Financial Data

The  Company  ceased  operations  on July 31,  1991.  See  financial  statements
elsewhere herein.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The company ceased operations on July 31, 1991.

<PAGE>

Item 8. Financial Statements

The consolidated  financial statements of the Company are presented beginning on
page F-1. The financial  statements  are unaudited as the Company is an inactive
entity.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None

                                    Part III

Item 10. Management

     The directors of the Company are as follows:

          Name                      Age      Position

          James J. Charles          54       President, Chief Executive and
                                             Financial Officer and Director

          Seema Wasil               27       Secretary, Treasurer and Director

          Rahul Rametra             23       Director

     James J. Charles,  was appointed  Director,  President and Chief  Executive
Officer of the Company on April 15,  1996.  Since 1990,  he has been a financial
consultant  to  several  publicly  held  corporations.  Prior to 1990,  he was a
partner in Ernest & Young, LLP. He is a certified public accountanct licensed in
the state of New York.

     Seema Wasil, was appointed  Director and Secretary on April 15, 1996. Since
1995,  she has been working in the  accounting  department of a public  company.
Prior to 1995, she worked for three years as an accountant for a small accouting
firm. She graduated from Hofstra University in 1991 with a Bachelor of Business.

     Rahul Rametra,  was appointed Director of the Company on April 15, 1996. He
has been a sales manager for Sun Computers & Software, Inc. since December 1994.
Prior to 1994, he was a student at the State  University of New York-Stony Brook
from which he received a Bachelor of Science in Business Management.

     The term of office of each director expires at the Company's annual meeting
of  shareholders  or until their  successors  are duly  elected  and  qualified.
Directors  are not  compensated  for  serving  as  such.  Officers  serve at the
discretion of the board of  Directors.  The New York  Business  Corporation  Law
permits a corporation through its  certificate of incorporation to exonerate its

<PAGE>

directors from personal  liability to the  corporation or its  stockholders  for
monetary  damages for breaches of the director's  fiduciary  duty,  with certain
exceptions. The exceptions include a breach of the directors' duties of loyalty,
acts or omissions not in good faith or which involve  intentional  misconduct or
knowing violations of law, improper declarations of dividends,  and transactions
from which the director  derived an improper  personal  benefit.  The  Company's
certificate  of  incorporation  exonerates  its directors  from liability to the
extent permitted by the New York Business Corporation Law.

Item 12. Principal and Other Stockholders

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock as of November 15, 1996:

                                                        Amount and
                                                        Nature of
Name and                           Beneficial           Percentage
Address                            Ownership            of Class
-------                            ---------            --------

James J. Charles                   13,500                 7.9
1952 Jericho Turnpike
East Northport
New York 11731(1)

Seema Wasil                         7,750                 4.5
1952 Jericho Turnpike
East Northport
New York 11731(1)

Rahul Rametra                       2,170                 1.3
1952 Jericho Turnpike
East Northport
New York 11731

All Officers and                   23,420                13.7
Directors as a
group (3 Persons)

----------
(1)  For the purposes of the above table and the following  notes, the Company's
     Common Stock shown as  beneficially  owned  includes all  securities  which
     pursuant  to Rule  13d-3  under the  Securities  Exchange  Act of 1934,  as
     amended,  may  be  deemed  to  be  beneficially  owned  including,  without
     limitation,  all  securities  which the  beneficial  owner has the right to
     acquire  within 60 days,  as, for  example,  through  the  exercise  of any
     option,  warrant or right,  the  conversion  of  convertible  securities or
     pursuant to the power to revoke a trust,  discretionary  account or similar
     arrangement.

<PAGE>

(2)  The percentage of ownership of the class of voting  securities in the above
     table has been calculated by dividing (i) the aggregate number of shares of
     such class actually owned plus all shares of such class which may be deemed
     to be  beneficially  owned,  by (ii) the  number of  shares  of such  class
     actually  outstanding  plus  the  number  of  shares  of  such  class  such
     beneficial  owner may be  deemed  to  beneficially  own  assuming  no other
     acquisitions  of shares of such class  through the  exercise of any option,
     warrant or right by any other person.

                            DESCRIPTION OF SECURITIES

Common Stock

     The Company's  authorized  capital consists of 50,000,000  shares of Common
Stock,  par value $.001,  of which 170,000 shares are outstanding as of November
15,  1996.  All  shares of the Common  Stock are  entitled  to share  equally in
dividends from sources  legally  available  therefor when, as and if declared by
the Board of Directors,  and upon  liquidation  or  dissolution  of the Company,
whether voluntary or involuntary,  the holders of the shares of Common Stock are
entitled  to  share  equally  in  the  assets  of  the  Company   available  for
distribution  to  shareholders.  Each  holder of  shares of Common  Stock of the
Company is entitled to one vote per share of Common Stock for al  purposes.  The
shareholders  have  no  preemptive  rights.   There  is  no  cumulative  voting,
redemption  right or right of conversion in existence with respect to the Common
Stock.  All outstanding  shares of Common Stock are, and all shares to be issued
pursuant to this offering will be fully paid and non-assessable.

On June 18, 1996, the Company's  Board of Director's  authorized a reverse stock
split  pursuant to which each one  hundred  (100)  outstanding  shares of common
stock were automatically  converted into one (1) share of common stock.  Average
number  of shares  outstanding  and per share  amounts  have been  retroactively
restated to reflect this reverse stock split.

<PAGE>

                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
                      UNAUDITED CONSOLIDATED BALANCE SHEETS

                                       September 30, 1996     September 30, 1995
                                       ==================     ==================

ASSETS 
     Cash                                  $     216                     -.-   
                                           =========                ========   
LIABILITIES AND STOCKHOLDERS' EQUITY                            

Liabilities                                                     
     Loans payable                             5,500                     -.-
                                           ---------                --------
Stockholders' equity                                            
                                                                
     Common stock                             21,691                  21,691
     Surplus - Paid In                       282,996                 282,996
     Treasury stock                          (21,000)                (21,000)
                                           ---------                --------
          Outstanding stock                  283,687                 283,687
                                           ---------                --------
     Retained Earning/Deficit Beginning     (283,687)               (283,687)
     Current Earnings (Loss)                  (5,284)                    -.-
                                           ---------                --------
     Retained Earning/Deficit End           (288,971)               (283,687)
                                                                
     Stockholders equity (deficit)            (5,284)                    -.-
                                                                
Liabilities & Stockholders Equity          $     216                     -.-
                                           =========                ========
                                                        
                                      F-1
<PAGE>

                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEAR ENDED SEPTEMBER 30,

                                                   1996            1995
                                                ==========      ==========

Revenues                                              -.-            -.-

General and Administrative Expenses                 5,127            -.-
                                                   ------        -------
Net Loss                                           $5,127            -.-
                                                   ======        =======
Loss Per Share                                     $ 0.03            -.-
                                                   ======        =======




                                      F-2

<PAGE>

                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
          UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
                        FOR THE YEAR ENDED SEPTEMBER 30,

                                                       1996            1995
                                                   =============  =============

Net cash used in operating activities                 5,284        No Activity
                                                                
Cash flows from financing activities                            
     Short term borrowings                            5,500 
                                                -----------
                                                                
Net increase in cash                                    216     
Cash and cash equivalents-beginning of period           -.-                 
                                                -----------
                                                                
Cash and cash equivalents-end of period              $  216     
                                                ===========
                                                             

                                      F-3
<PAGE>

                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1-Summary of Significant Accounting Policies

A. The Company:

Micro Holding Corp. (formerly Micro Care, Inc.) was incorporated in the State of
New York on November 14, 1984. The Company was engaged in the repair and service
of personal computers and computer peripherals  principally through the sale and
renewal of  maintenance  contracts.  As of July 31, 1991, the Company ceased all
operations.

B. Unaudited Information:

In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring adjustments,  necessary for a fair presentation of financial position,
results  of  operations  and cash  flows  have been  included  in the  financial
statements.


                                      F-4
<PAGE>

                                   Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                MICRO HOLDING CORP. (Formerly MICRO CARE, INC.)
                                (REGISTRANT)



                                By: /s/  James J. Charles
                                   -------------------------------
                                    James J. Charles

Dated: November 15, 1996

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.




/s/ James J. Charles                               November 15, 1996
-------------------------------                    
James J. Charles
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer



/s/ Seema Wasil                                    November 15, 1996
-------------------------------                    
Seema Wasil
Secretary
Director



/s/ Rahul Rametra                                  November 15, 1996
-------------------------------                    
Rahul Rametra
Director