U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarter ended:    December 31, 1999

Commission file no.:    0-25657


                                Shoe Krazy, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


           Florida                                            65-0877741
------------------------------------                    -----------------------
(State or other jurisdiction of                             (I.R.S.Employer
incorporation or organization)                             Identification No.)

222 Lakeview Avenue, Suite 160
West Palm Beach, FL                                               33401
------------------------------------------              -----------------------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number: (561) 832-5705

Securities to be registered under Section 12(b) of the Act:

           Title of each class                         Name of each exchange on
                                                            which registered

           None                                                  None
-----------------------------------                -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)


Copies of Communications Sent to:


                                    Donald F. Mintmire
                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>




           Indicate by Check  whether the issuer (1) filed all reports  required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 December 31, 1999,  there are 2,100,000  shares of voting stock
of the registrant issued and outstanding.




<PAGE>



                                     PART I

Item 1.              Financial Statements



                                SHOE KRAZY, INC.

                        INDEX TO THE FINANCIAL STATEMENTS



SHOE KRAZY, INC.

TABLE OF CONTENTS
                                                                  Page

Balance Sheet.....................................................F-1

Statement of Operations and Accumulated Deficit...................F-2

Statement of Cash Flows...........................................F-3

Notes to Financial Statements.....................................F-4








<PAGE>



<TABLE>
<CAPTION>
SHOE KRAZY, INC.
( A Development Stage Company)

BALANCE SHEET



December 31,                                                          1999
-------------------------------------------------------------------   ------------------

ASSETS
<S>                                                                   <C>
Current Assets:
     Cash                                                             $             198
-------------------------------------------------------------------   ------------------

TOTAL CURRENT ASSETS                                                  $             198
-------------------------------------------------------------------   ------------------

                                                                      $             198
-------------------------------------------------------------------   ------------------


LIABILITIES

Current Liabilities:
     Accrued expenses                                                 $               -
-------------------------------------------------------------------   ------------------

TOTAL CURRENT LIABILITIES                                             $               -
-------------------------------------------------------------------   ------------------

                                                                      $               -
-------------------------------------------------------------------   ------------------


STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 share authorized
           2,100,000 shares issued and outstanding                                  210
     Preferred stock - No par value - 10,000,000 shares authorized
           No shares issued or outstanding                                            -
     Additional paid-in-capital                                                  63,290
     Accumulated deficit                                                        (63,302)
-------------------------------------------------------------------   ------------------

TOTAL STOCKHOLDERS' EQUITY                                                          199
-------------------------------------------------------------------   ------------------

                                                                      $             198
-------------------------------------------------------------------   ------------------
</TABLE>





                                       F-1

     The accompanying notes are an integral part of the financial statements



<PAGE>



<TABLE>
<CAPTION>
SHOE KRAZY, INC.
( A Development Stage Company)

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT




For the period October 1, 1999 to December 31,              1999
-----------------------------------------------------------------------
<S>                                                     <C>
Revenues                                                $            -
------------------------------------------------------- ---------------


Operating expenses:

                                      Bank charges  45              45
------------------------------------------------------- ---------------

Loss before income taxes                                           (45)
Income  taxes                                                        -
------------------------------------------------------- ---------------

Net loss                                                           (45)

Accumulated deficit - October 1, 1999                          (13,257)
------------------------------------------------------- ---------------

Accumulated deficit - December 31, 1999                 $      (63,302)
------------------------------------------------------- ---------------

Net loss per share                                      $            -
------------------------------------------------------- ---------------
</TABLE>










                                       F-2
     The accompanying notes are an integral part of the financial statements


<PAGE>



<TABLE>
<CAPTION>
SHOE KRAZY, INC.
(A Development Stage Company)

Statement of Cash Flows





For the period October 1, 1999 to December 31,   1999
----------------------------------------------- -----------------
<S>                                             <C>
Operating Activities:
          Net loss                                   $   (20,700)
---- ------------- ---------------------------- -----------------

Net cash used by operating activities                        (45)
----------------------------------------------- -----------------

Net decrease in cash                                         (45)
----------------------------------------------- -----------------

Cash - October 1, 1999                                       243
----------------------------------------------- -----------------

Cash - December 31, 1999                            $        198
----------------------------------------------- -----------------
</TABLE>








                                      F- 3
     The accompanying notes are an integral part of the financial statements


<PAGE>



Shoe Krazy, Inc.
Notes to Financial Statements

Note A - Summary of Significant Accounting Policies:

Organization

Shoe  Krazy,  Inc.  (a  development  stage  company)  is a  Florida  Corporation
organized  October 17, 1994 to operate a retail shoe and foot products  company.
The Company  failed in its attempt to implement  its initial  business  plan and
during  December 1995  abandoned its efforts.  The Company had no operations for
the period prior to December  1995.  The Company was inactive from December 1995
to the date of reinstatement by the State of Florida on December 1, 1998.

The Company has a new business  plan,  which was adopted on or about December 1,
1998, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a 30 year end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Interim Financial Statements

The December  31, 1999 interim  financial  statements  include all  adjustments,
which in the opinion of management  are necessary in order to make the financial
statements not misleading.

Note B - Stockholders' Equity:

On November 1, 1994, the Company issued 600,000 shares of common stock,  in lieu
of cash, for the fair market value of services rendered by its initial officer -
stockholder.  On or about December 1, 1998,  third parties  purchased the shares
from the initial  officer -  stockholder.  The same third  parties  purchased at
$0.05 per  share,  1,000,000  shares of the  common  stock of the  Company  in a
private  placement  pursuant to Regulation D of the SEC. On or about December 1,
1998,  the Company issued 500,000 shares of its common stock to its sole officer
in exchange for services valued at $12,500.

At December 31, 1999, the Company had authorized 50,000,000 shares of $.0001 par
value  common  stock  and had  2,100,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors.  None of the preferred stock is issued and
outstanding.

                                       F-4


<PAGE>




Shoe Krazy, Inc.
Notes to Financial Statements


Note C - Income Taxes:
The Company has a net operating loss carry forward of $62,302 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2019. The amount recorded as deferred tax assets, cumulative as of June 30, 1999
is  $12,000,  which  represents  the  amounts  of tax  benefits  of loss  carry-
forwards.  The Company has  established a valuation  allowance for this deferred
tax asset of $12,000, as the Company has no history of profitable operations.

Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through  December
31, 1999. It has not  established  revenues  sufficient to cover operating costs
and to  allow  it to  continue  as a  going  concern.  Currently  management  is
committed to obtain additional capital.














                                       F-5




<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation

General

           The Company is  considered a  development  stage company with limited
assets or capital,  and with no operations or income since  approximately  1994.
The  costs  and  expenses  associated  with the  preparation  and  filing of the
Company's  registration  statement and other operations of the Company have been
paid  for  by a  shareholder,  specifically  Mr.  Rodney  Delaney  Ford.  It  is
anticipated  that the Company will require only nominal  capital to maintain the
corporate  viability  of the Company and any  additional  needed funds will most
likely be provided by the Company's  existing  shareholders  or its officers and
directors  in the  immediate  future.  However,  unless  the  Company is able to
facilitate an acquisition of or merger with an operating  business or is able to
obtain  significant  outside  financing,  there is  substantial  doubt about its
ability to continue as a going concern.

           In the opinion of  management,  inflation has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

Plan of Operation

           During the next twelve months, the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined in Item 1 to its  Registration
Statement  on Form 10SB.  Because  the  Company  has  limited  funds,  it may be
necessary for the officers and directors to either  advance funds to the Company
or to accrue expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to obtain services
on a contingency  basis when  possible.  Further,  the Company's  directors will
defer any  compensation  until  such  time as an  acquisition  or merger  can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital  most  likely the only  method  available  to the  Company  would be the
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to the Company.

           The Company does not intend to use any  employees,  with the possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.



<PAGE>



           For the period from  October 1, 1999 through  December 31, 1999,  the
Company had no income from operations and operating expenses aggregating $45.

Financial Condition, Capital Resources and Liquidity

           At December 31,  1999,  the Company had assets  totaling  $198 and no
liabilities.  Mr. Ford is the President,  Secretary and Treasurer of the Company
and  record  and  beneficial  owner  of  approximately  23.8%  of the  Company's
outstanding Common Stock.

           The  Company  has no  potential  capital  resources  from any outside
sources at the current  time.  It is  anticipated  that the Company will require
only nominal  capital to maintain the  corporate  viability of the Company.  Any
additional capital needed will most likely be provided by the Company's existing
shareholders or its officers and directors.

           The  ability  of the  Company  to  continue  as a  going  concern  is
dependent upon the  availability of obtaining  additional  capital and financing
from such shareholders and directors.

Net Operating Losses

           The Company has net  operating  loss  carryforwards  of $62,302 which
expire in the  years  2019.  Until the  Company's  current  operations  begin to
produce   earnings,   it  is  unclear  whether  the  Company  can  utilize  such
carryforwards.

Year 2000 Compliance

           The Company did not  experience any material  negative  impact to its
operations  as a result of the Year 2000  calendar  change.  The Company did not
experience  any  material  impact  to its  financial  condition  as a result  of
becoming  Year 2000  compliant.  The Company  does not  anticipate  any material
disruption in its operations in the future as a result of the Year 2000 calendar
change.


Forward-Looking Statements

           This Form 10-QSB  includes  "forward-looking  statements"  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation; and other factors, most of which  are  beyond  the  control  of  the


<PAGE>



Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

PART II

Item 1. Legal Proceedings.

           The Company knows of no legal  proceedings  to which it is a party or
to which any of its  property is the subject  which are pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.              Changes in Securities and Use of Proceeds

           None

Item 3.              Defaults in Senior Securities

           None

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

           No matter was submitted  during the quarter ending December 31, 1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.              Other Information

           None

Item 6.              Exhibits and Reports on Form 8-K

     (a)   The exhibits  required to be filed herewith by Item 601 of Regulation
           S-B,  as  described  in  the   following   index  of  exhibits,   are
           incorporated herein by reference, as follows:

Exhibit No.      Description
------------     -------------------------------------------------------
3(i).1           Articles of Incorporation filed October 17, 1994(1)

3(i).2           Articles of Amendment (filed with original 10SB)(1)

3(ii).1          By-laws (1)

27           *   Financial Data Schedule
-----------------------------------
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.

*    Filed herewith


<PAGE>


     (b) No Reports on Form 8-K were filed during the quarter ended December 31,
1999.


                                   SIGNATURES
                                   ----------

           In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                         Shoe Krazy, Inc.


Date: February 11, 2000                  BY: /s/ RODNEY DELANEY FORD
                                         ---------------------------
                                         Rodney Delaney Ford,
                                         President