SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

                     For the Quarter Ended December 31, 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)


90 Adams Avenue, Hauppauge, New York              11788
(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code: (516) 231-2832


1952 Jericho Turnpike, East Northport, New York 11731
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__

As of the close of business on December 31, 1996, there were 170,000 shares of
the Registrant's Common Stock outstanding.


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

                                     December 31, 1996        September 30, 1996
                                     -----------------        ------------------
ASSETS

     Cash                                    $     216                $     216
                                             =========                =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
     Loans payable                               5,500                    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       (288,971)                (283,687)
     Current Earnings (Loss)                                             (5,284)
                                             ---------                ---------
     Retained Earning/Deficit End             (288,971)                (288,971)

     Stockholders equity (deficit)              (5,284)                  (5,284)

Liabilities & Stockholders Equity            $     216                $     216
                                             =========                =========
<PAGE>

                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED DECEMBER 31,

                                                         1996            1995
                                                     ------------    -----------

The Company ceased operations in July 31, 1991 and
has been inactive since.

<PAGE>
                 MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
          UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED DECEMBER 31,

                                                         1996            1995
                                                     ------------    -----------

                                                     No Activity     No Activity

<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 90 Adams Avenue, Hauppauge,
New York 11788. Its telephone number is (516) 231-2832.


<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.

<PAGE>

                               Micro Holding Corp.
                                Other Information
                                December 31, 1996


PART II


Item 6.  Exhibits and Reports on form 8-k

 a) Exhibits - none

 b) Reports on Form 8-K:

     The  following  reports  on Form 8K were  filed by the  Company  during the
quarter ended December 31, 1996:

                  NONE

<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: February 14, 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
-------------------------------                     February 14, 1996
James J. Charles
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer



/s/ Seema Wasil
-------------------------------                     February 14, 1996
Seema Wasil
Secretary
Director


/s/ Rahul Rametra
-------------------------------                     February 14, 1996
Rahul Rametra
Director