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 June 30, 1999

Commission file no. 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 June 30,  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




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,  5







<PAGE>


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

                                 BALANCE SHEET


June 30,                                                                                1999
----------------------------------------------------------------------------- ---------------
<S>                                                                           <C>
ASSETS

Current Assets:
     Cash                                                                      $      50,000
---- ------------------------------------------------------------------------ ---------------

TOTAL CURRENT ASSETS                                                                  50,000
----------------------------------------------------------------------------- ---------------

                                                                                 $    50,000
---- ------------------------------------------------------------------------ ---------------


LIABILITIES

Current Liabilities:
     Accrued expenses                                                            $     8,200
---- ------------------------------------------------------------------------ ---------------

TOTAL CURRENT LIABILITIES                                                              8,200
----------------------------------------------------------------------------- ---------------

                                                                                       8,200
---- ------------------------------------------------------------------------ ---------------


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                                                               (21,700)
---- ------------------------------------------------------------------------ ---------------

TOTAL STOCKHOLDERS' EQUITY                                                            41,800
----------------------------------------------------------------------------- ---------------

                                                                                 $    50,000
---- ------------------------------------------------------------------------ ---------------
</TABLE>

                                       F-1

                 See Accompanying Notes to Financial Statements


<PAGE>



<TABLE>
<CAPTION>

                                SHOE KRAZY, INC.
                         ( A Development Stage Company)

                          STATEMENT OF OPERATIONS AND
                               ACCUMULATED DEFICIT


For the period December 1,1998 (date of inception) to June 30,                             1999
------------------------------------------------------------------------------ ----------------
<S>                                                                            <C>
Revenues                                                                        $            -
------------------------------------------------------------------------------ ----------------


Operating expenses:
    Professional fees                                                 19,500
    Taxes and licenses                                                 1,200            20,700
--- -------------------------------------------------------------------------- ----------------

Loss before income taxes                                                               (20,700)
Income  taxes                                                                                -
------------------------------------------------------------------------------ ----------------

Net loss                                                                               (20,700)

Accumulated deficit - December 1, 1998                                                  (1,000)
------------------------------------------------------------------------------ ----------------

Accumulated deficit - June 30, 1999                                              $     (21,700)
------------------------------------------------------------------------------ ----------------

Net loss per share                                                              $        (0.01)
---                                                              ------------- ----------------
</TABLE>




                           See Accompanying Notes to Financial Statements





                                       F-2


<PAGE>



<TABLE>
<CAPTION>

                                SHOE KRAZY, INC.
                         (A Development Stage Company)

                            Statement of Cash Flows



For the period December 1, 1998 (date of inception) to June 30,                1999
-----------------------------------------------------------------------  -----------
<S>                                                                      <C>
Operating Activities:
        Net loss                                                         $  (20,700)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Accrued expenses                                             8,200
                 Issuance of common stock for services                       12,500
---- --- --- --- ------------------------------------------------------- -----------

Net cash used by operating activities                                             -
------------------------------------------------------------------------ -----------

Financing activities:
     Issuance of Common Stock                                                50,000
---- ------------------------------------------------------------------- -----------

Net cash provided by financing activities                                    50,000
------------------------------------------------------------------------ -----------

Net increase in cash                                                         50,000
------------------------------------------------------------------------ -----------

Cash - June 30, 1999                                                     $   50,000
----                                                                     -----------
</TABLE>








                 See Accompanying Notes to Financial Statements

                                      F- 3


<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 September 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 June 30, 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 June 30, 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 $20,700 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2013. The amount recorded as deferred tax assets, cumulative as of June 30, 1999
is $4,100,  which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$4,100, 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 June 30,
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


<PAGE>



able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

     For the period from December 1, 1998 through June 30, 1999, the Company had
no income from operations and operating expenses aggregating $20,700.

Financial Condition, Capital Resources and Liquidity

     At June 30, 1999, the Company had assets  totaling  $50,000 and liabilities
of $8,200  attributable  to accrued  expenses.  On December 1, 1998, the Company
issued and sold 500,000  shares of the Common Stock to Mr. Ford,  the President,
Secretary  and  Treasurer  of the  Company  and record and  beneficial  owner of
approximately  23.8% of the Company's  outstanding  Common Stock. On December 1,
1998 the Company  received gross proceeds in the amount of $50,000 from the sale
of a total of 1,000,000 shares of common stock in an offering conducted pursuant
to Section 3(b) and 4(2) of the  Securities Act of 1933, as amended (the "Act"),
and Rules 505 and 506 of Regulation D promulgated thereunder.

     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 $20,700 which expire in
the  years  2013.  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 is  currently  in the  process of  evaluating  its  information
technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  technology  infrastructure  to be Year 2000 compliant
will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.

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


<PAGE>



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  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 June 30, 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


<PAGE>


(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

     (b) No  Reports on Form 8-K were filed  during the  quarter  ended June 30,
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: August 10, 1999    BY: /s/ RODNEY DELANEY FORD
                             -----------------------
                         Rodney Delaney Ford,
                         President


[sign page SHOE KRAZY, INC. 10Q 6.30.99]