FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934
            (As last amended by Re No 34-18524, eff 5/24/82.)
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-Q

            Quarterly Report under Section 13 or 15(d) of 
                 the Securities Exchange Act of 1934.

                     For Quarter Ended 03/31/97

                Commission file number 33-5516-LA


                         Beeper Plus, Inc.
      ---------------------------------------------------------
      (Exact Name of registrant as specified in its charter)


           Nevada                            88-0219239
-------------------------------              ---------------------------
(State or other jurisdiction of             (IRS Employer Identification    
Incorporation or organization)               Number)   

       3900 Paradise Road, Suite 201, Las Vegas, Nevada       89109
       ---------------------------------------------------------------
       (Address of principal executive offices)             (Zip code)

Registrant's telephone number, including area code (702) 737-5560
                                                   ---------------

------------------------------------------------------------------
Former name, former address and former fiscal year, if changed 
since last report.


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
    ---    ---


  Class                     Outstanding at March 31, 1997
----------------------------------------------------------------------
Common Stock, par value $.01 per share             4,280,500 

<PAGE>

                        Beeper Plus, Inc.
                          Form 10-Q
                 Quarter Ended March 31, 1997


                        TABLE OF CONTENTS

                                                                      Page
PART I - Financial Information:
-------------------------------
     Item I - Financial Statements:                                     
          Compilation Letter                                            3
          Balance Sheet                                                 4
          Statement of Operations and Deficit                          5-6
          Statement of Cash Flows                                       7
          Summary of Significant Accounting Policies                    8
          Notes to Financial Statements                                9-10


     Item II - Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                              11



PART II - Other Information:                                           12
----------------------------
     Item 1 - Legal Proceedings.
     Item 2 - Changes in Securities.
     Item 3 - Defaults upon Senior Securities.
     Item 4 - Submission of Matters to a Vote of Security
              Holders.
     Item 5 - Related Party Transactions.
     Item 6 - Exhibits and Reports on Form 8-K.

 
                                - 2 -
<PAGE>


Joseph F. Zerga, Ltd.
Certified Public Accountants
2950 E Flamingo Rd, Ste L
Las Vegas, NV 89121
(702)732-2775



To the Board of Directors
and Stockholders of
Beeper Plus, Inc.

We have compiled the accompanying balance sheet of Beeper Plus, Inc.
as of March 31, 1997 and the related statements of operations, deficit, 
and cash flows for the nine months ended March 31, 1997 and 1996.
All information included in these financial statements is the representation
of the management of Beeper Plus, Inc.

A compilation is limited to presenting in the form of financial statements 
information that is the representation of management.  We have not audited 
or reviewed the accompanying financial statements and, accordingly, do not 
express an opinion or any other form of assurance on them.

The financial statements for the year ended June 30, 1996 were audited 
by us and we expressed an unqualified opinion on them in our report dated
September 16, 1996, but we have not performed any auditing procedures
since that date.

                                Joseph F. Zerga
Las Vegas, Nevada
May 9, 1997

                                - 3 -    
<PAGE>
<TABLE>
                         BEEPER PLUS, INC.
                          Balance Sheet
                March 31, 1997 and June 30, 1996
              (See Accountant's Compilation Report)

<CAPTION>
                                              Mar 31          June 30
                                              1997            1996
                                              ---------       ---------
                                              (Unaudited)
<S>                                           <C>             <C>        
ASSETS
Currents Assets
     Cash                                     $ 252,788       $ 135,211
     Accounts Receivable                         78,283         130,827
     Inventories                                 22,121          26,315
     Prepaid Expense                              4,496           8,615
                                              ---------       ---------
         Total Current Assets                   357,688         300,968
                                              ---------       ---------
Fixed Assets:
     Net of Depreciation (Note 1)                30,191          40,838
                                              ---------       ---------

Other Assets:
     Distributorships, Net (Note 2)              11,450          12,800
     Deferred Tax Assets (Note 5)               100,525         100,525
                                              ---------       ---------
       Total Other Assets                     $ 111,975       $ 113,325
                                              ---------       ---------
     TOTAL ASSETS                             $ 499,854       $ 455,131
                                              =========       =========

LIABILITIES AND STOCKHLDERS' EQUITY (DEFICIT)
Current Liabilities:
     Acounts Payable                          $   5,914       $   8,957
     Other Accrued Expenses                       6,704           5,521
     Deferred Service Revenue                    94,151          24,432
     Deferred Revenue                             2,690           5,810
     Loans from Related Parties (Note 3)         26,000          36,000
                                              ---------       ---------
        Total Current Liabilities               135,459          80,720
                                              ---------       ---------
Long-term debt                                    - 0 -           - 0 -
                                              ---------       --------- 
              
Stockholders' Equity (Deficit)
     Common Stock                                42,805          42,805
     Additional Paid-in Capital                 948,650         948,650 
     Accumulated Deficit                      ( 627,060)      ( 617,044)
                                              ---------       ---------
       Total Stockholders' Equity               364,395         374,411
                                              ---------       ---------
     TOTAL LIABILITIES AND EQUITY             $ 499,854       $ 455,131
                                              =========       =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.

                                - 4 -      
</TABLE>
<PAGE>
<TABLE>
                         BEEPER PLUS, INC.
                Statement of Operations and Deficit
          For the Nine Months Ended March 31, 1997 and 1996
                (See Accountant's Compilation Report)
                           (Unaudited)         
<CAPTION>
                                                    Nine Months Ended
                                                   Mar 31       Mar 31
                                                   1997         1996
                                                   ---------    ---------
<S>                                                <C>          <C>    
Revenue & Income:
     Distribution Revenue                          $ 138,955    $ 250,508
     Service Revenue                                 491,235      440,606
     Pager Sales                                      49,253       43,651
     Front Page Sales                                109,302      107,599
     Interest Income                                   3,656        1,253
     Other Revenue                                    13,541       37,848 
                                                   ---------    --------- 
       Total Revenue                                 805,942      881,465
                                                   ---------    ---------

Operating costs and expenses:
     Cost of Sales                                   266,185      339,844
     Advertising & Promotion                           8,971        6,436
     Amortization                                      1,350        1,500
     Bad Debts                                        48,023          165
     Depreciation                                     16,226       15,875
     Entertainment                                     1,667          483
     Insurance                                        25,187       24,519
     Professional Fees                                 7,646       10,427
     Maintenance & Repairs                            10,517       13,559
     Office Expense                                   11,842       21,802
     Salaries & Wages                                257,118      227,771  
     Postage & Shipping                               19,035       16,507
     Printing                                          4,790        2,921
     Rent                                             40,854       43,845
     Payroll Taxes & Benefits                         30,032       24,500
     Taxes & Licenses                                  1,349        4,538
     Telephone                                        14,783       11,965
     Utilities                                         3,340        3,611
     Front Page & Phone Card                             983       14,780
     Legal & Accounting                               20,887       18,452
     Miscellaneous                                    25,173       25,626
                                                   ---------    ---------  
       Total Costs and Expenses                      815,958      829,126
                                                   ---------    ---------
     Net Income Before Tax                        (   10,016)      52,339      
     Income Tax Expense                                  -0-        8,107
                                                   ---------    ---------
     Net Income After Tax                         ($  10,016)   $  44,232

     Deficit Beginning of Period                  (  617,044)  (  661,708)
                                                   ---------    ---------
     Deficit End of Period                        ($ 627,060)  ($ 617,476)
                                                   =========    =========
     Income per Common Share (Note 4)             ($    .002)    $   .010
                                                   =========    =========

Weighted average number of common
shares outstanding                                 4,280,500    4,280,500
                                                   =========    =========  
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.

                                 - 5 -                
</TABLE>
<PAGE>
<TABLE>
                            BEEPER PLUS, INC.
                    Statement of Operations and Deficit
            For the Three Months Ended March 31, 1997 and 1996
                  (See Accountant's Compilation Report)
                              (Unaudited)
<CAPTION>
                                                   Three Months Ended
                                                   Mar 31       Mar 31
                                                   1997         1996
                                                   ---------    ---------
<S>                                                     <C>         <C>
Revenue & Income:
     Distribution Revenue                          $  48,695    $  96,218
     Service Revenue                                 149,561      153,567
     Pager Sales                                      10,445       13,332
     Front Page Sales                                 41,501       33,784
     Interest Income                                   1,386          622
     Other Revenue                                     1,176        8,447
                                                   ---------    ---------
       Total Revenue                                 252,764      305,970
                                                   ---------    ---------

Operating costs and expenses:
     Cost of Sales                                    77,802      101,930
     Advertising & Promotion                             369          628
     Amortization                                        450          500
     Bad Debts                                        48,023          -0-
     Depreciation                                      5,471        5,291
     Entertainment                                       133          167
     Insurance                                         6,297       10,220
     Professional Fees                                 6,782        5,205
     Maintenance & Repairs                             2,233        2,826
     Office Expense                                    3,609       13,155
     Salaries & Wages                                 81,875       74,980
     Postage & Shipping                                4,797        5,713
     Printing                                          1,116        1,479
     Rent                                             13,659       17,943
     Payroll Taxes & Benefits                         10,508        8,718
     Taxes & Licenses                                    923        1,143
     Telephone                                         3,444        4,106
     Utilities                                           886          654
     Front Page & Phone Card                             -0-        5,212
     Legal & Accounting                                7,862        4,430
     Miscellaneous                                     8,641        7,095
                                                   ---------    ---------
       Total Costs & Expenses                        284,880      271,395
                                                   ---------    ---------
     Net Income Before Tax                        (   32,116)      34,575
     Income Tax Expense                           (    3,315)       5,442
                                                   ---------    ---------
     Net Income After Tax                         ($  28,801)   $  29,133

     Deficit Beginning of Period                  (  598,259)  (  646,609)
                                                   ---------    ---------
     Deficit End of Period                        ($ 627,060)  ($ 617,476)
                                                   =========    =========
     Income per Common Share (Note 4)             ($    .007)   $    .007
                                                   =========    =========

Weighted average number of common
shares outstanding                                 4,280,500    4,280,500
                                                   =========    =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.

                                - 6 -  
</TABLE>
<PAGE>
<TABLE>
                          BEEPER PLUS, INC.
                       Statement of Cash Flows 
             For the Nine Months Ended March 31, 1997 and 1996
                  (See Accountant's Compilation Report)
                            (Unaudited)

<CAPTION>
                                                     Nine months ended
                                                    Mar 31       Mar 31
                                                    1997         1996
<S>                                                 <C>          <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net Income (Loss)                             ($  10,016)   $  44,232
     Depreciation                                      16,226       15,875
     Amortization                                       1,350        1,500
     (Increase) Decrease in:
          Accounts Receivable                          52,543    (   6,175)
          Inventories                                   4,194       22,215
          Prepaid Expenses                              4,119       15,384
          Deferred Tax Asset                              -0-        8,107
     Increase (Decrease) in:
          Accounts Payable                          (   3,043)   (  11,656)
          Accrued Expenses                              1,183    (   1,308)
          Deferred Service Revenue                     69,720              
          Deferred Revenue                          (   3,120)   (   2,505)
                                                    ---------    ---------
     NET OPERATING CASH                               133,156       85,669
                                                    ---------    ---------  
CASH FLOWS FROM INVESTING ACTIVITIES
     Capital Expenditures                          (    5,579)         -0-
                                                    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Increase (Decrease) in:
          Long-Term Debt                           (  10,000)          -0-
                                                    ---------    --------- 
Net Increase (Decrease) in cash                       117,577       85,669

Cash, beginning of period                             135,211       94,444
                                                    ---------    ---------
Cash, end of period                                 $ 252,788    $ 180,113
                                                    =========    =========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
 
                                - 7 -  
</TABLE>
<PAGE>
                             Beeper Plus, Inc.
                Summary of Significant Accounting Policies
                      and Notes to Financial Statements
                           March 31, 1997

                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                ------------------------------------------

The Company:
------------
Beeper Plus, Inc. (the Company) was incorporated under the laws of
the state of Nevada on March 25, 1986.  On March 31, 1986, the
Company acquired Dial-A-Score, Inc. a Nevada corporation which was
incorporated on July 5, 1985. Dial-A-Score, Inc. was a privately
held company with one stockholder, who is also a director of the
Company.  Because Dial-A-Score was under common control for 
accounting purposes, it is considered to be the predecessor of the
Company.

The Company disseminates sports information utilizing contracted
paging services directly to customers nationwide, including Hawaii
and the Caribbean, through a hand-held alpha-numeric pager called
The Sports Page.  The Company also utilizes independent distributors
to provide The Sports Page to clients in four locations throughout
the United States.


Inventories:
------------
Inventories of pagers are stated at the lower of cost (first-in, 
first-out method) or market.


Depreciation:
-------------
Furniture, fixtures and equipment are stated at cost.  Depreciation
is computed by the straight-line method over estimated useful lives
of five to seven years.


Maintenance, Repairs and Renewals:
----------------------------------
Maintenance, Repairs and Renewals which neither materially add to
the value of the equipment nor appreciably prolong its life are
charged to expense as incurred.  Gains or losses on dispositions of
equipment are included in operations.


Amortization:
-------------
The Company amortizes new distributorships purchased over 15 years.

                                - 8 -
<PAGE>
                         Beeper Plus, Inc.
             Summary of Significant Accounting Policies
                 and Notes to Financial Statements
                        March 31, 1997

NOTE 1 - Fixed Assets:
----------------------
                                             Mar 31         June 30
                                              1997           1996
                                           ---------       --------- 
     Furniture and Equipment               $ 459,842       $ 454,262 
     Leasehold Improvements                   12,380          12,380
                                           ---------       ---------
       Total Fixed Assets                    472,222         466,642
     Accumulated Depreciation             (  442,031)     (  425,804)
                                           ---------       --------- 
       Net Fixed Assets                    $  30,191       $  40,838 
                                           =========       =========


NOTE 2 - Distributorships:
--------------------------
The Company purchased the Dallas distributorship from Arthur
Stevens on April 11, 1996 for $12,000.  The asset was recorded at 
cost and is amortizable over a period of fifteen years.  The 
Michigan Distributorship is amortized at $250 per quarter with $250
remaining to be amortized at March 31, 1997.


NOTE 3 - Loans from Related Parties:
------------------------------------
Loans from related parties consist of a non-interest bearing note
due to shareholder Jamie Thompson in the amount of $26,000. 
$10,000 was paid on this note in the quarter ended March 31, 1997.


NOTE 4 - Earnings per Share:
----------------------------
The computation of earnings per share is based on the weighted
average number of outstanding common shares.

                                - 9 - 
<PAGE>
                             Beeper Plus, Inc.
                 Summary of Significant Accounting Policies
                     and Notes to Financial Statements
                             March 31, 1997


NOTE 5 - Income Taxes:
----------------------
The Company has net operationg loss carryforwards to fiscal 1996-97
of $691,283, which if not utilized will expire as follows:

        Year Ending
        June 30,
        -----------

          2003                    $ 214,161 
          2004                      308,251
          2005                      168,871
                                  ---------  
          TOTAL                   $ 691,283 
                                  =========
  
During 1994 the Company adopted FASB Statement 109 on accounting
for income taxes.  The deferred tax asset for the net operating
loss above is as follows:

                                         Deferred Tax Asset
                                         ------------------
     Balance at June 30, 1994                  $ 114,060
     Used for Fiscal 1995                     (    5,314)
                                               ---------
     Balance at June 30, 1995                    108,746   
     Used for Fiscal 1996                     (    8,221)
                                               ---------
     Balance at June 30, 1996                    100,525
     Used for Nine Months 3/31/97             (      -0-)
                                               ---------
     Balance at March 31, 1997                $  100,525
                                               ========= 

                                - 10 -
<PAGE>
                          Beeper Plus, Inc.
                             Form 10-Q
                           March 31, 1997


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


Financial Statements:
---------------------
In the opinion of Management, the accompanying Financial Statements
contain all adjustments which are normal and of a recurring nature
and necessary to present fairly Beeper Plus, Inc.'s Balance Sheet
as of June 30, 1996 (audited) and March 31, 1997 (unaudited),
and Statement of Operations for the nine months ended March 31,
1996 and 1997.


Financial Condition:
--------------------
As of March 31, 1997 the Company has working capital in the
amount of $222,229 compared to $220,248 as of June 30, 1996.
Operating activities provided a cash flow in the amount of $133,156
for the nine months ended March 31, 1997.  Management
anticipates that its operations should generate sufficient income
to cover operating expenses and debt services in future periods.


Results of Operations:
----------------------
During the nine month period ended March 31, 1997, the Company
continued its pursuit of promoting and selling its product "The 
Front Page" to paging carriers located throughout the United States
and has continued its operation of the "Sports Page" product
throughout the country.  Revenues decreased by $75,523 as compared
to the nine month period ending March 31, 1996 while expenses
decreased by $13,168.  Bad debt expense in the amount of $48,023
for this nine month period consists of the recognition of an
allowance for doubtfull accounts.

As of the 15th of April 1996, Beeper Plus, Inc. began transmitting
sports information to a nationwide audience via PageNet, the 
largest paging company in the world.  This relationship increases
the Company's broadcast territory one-hundred fold and places it in
a position to sell and transmit information in every major city in 
the country, including Hawaii, Alaska, Puerto Rico and the 
Caribbean islands.

                                - 11 -
<PAGE>
                          Beeper Plus, Inc.
                             Form 10-Q
                           March 31, 1997


                    PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings:
---------------------------
The Baltimore territory was taken over in July 1996 by Beeper
Plus, Inc. due to non payment by the distributor.  Baltimore
customers who were online received a series of page messages asking
to send their pagers to the Company to be re-crystalized on the 
nationwide network.  For the inconvenience, customers were given
two free months of sports service, a new crystal and three-day
shipping.

In violation of a signed contract, the former distributors began to
actively solicit the Company's Baltimore customers to sign up with
a competitor, The Sports Box of New York City.  The Company
initiated a lawsuit against the former distributors in July of 1996
for approximately $15,000 and an undetermined sum for each customer
lost.


ITEM 2 - Changes in Securities:
-------------------------------
None.

ITEM 3 - Defaults Upon Senior Securities:
-----------------------------------------
Not Applicable.


ITEM 4 - Submission of Matters to a Vote of Security Holders:
-------------------------------------------------------------
None.


ITEM 5 - Related Party Transactions:
------------------------------------
See Note 3 to Financial Statements.


ITEM 6 - Exhibits and Reports on Form 8-K:
------------------------------------------
Not Applicable.


                                - 12 -


<PAGE>
                           Beeper Plus, Inc.
                              Form 10-Q
                            March 31, 1997




                              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.

                                         
                                      Beeper Plus, Inc.
                                      (Registrant)

                                      By  Basil B. Newton
                                         -------------------
                                          Basil B. Newton
                                          President