U.S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                          FORM 10-QSB


                     Quarterly Report Under
               the Securities Exchange Act of 1934

                For Quarter Ended: March 31, 1999

                 Commission File Number: 000-25695

                        MANNA CAPITAL, INC.
(Exact name of small business issuer as specified in its charter)

                             NEVADA
  (State or other jurisdiction of incorporation or organization)

                           33-0847997
                (IRS Employer Identification No.)

                       6 VENTURE, SUITE 207
                        IRVINE, CALIFORNIA
              (Address of principal executive offices)

                               92618
                            (Zip Code)

                           (949) 453-9262
                     (Issuer's Telephone Number)

          --------------------------------------------------
         (Former name, former address and former fiscal year,
                      if changed last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 .
    ---      ---

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of March 31, 1999, was 500,000 shares.



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<PAGE>



                                     PART I

ITEM 1.   FINANCIAL STATEMENTS.

     The unaudited  financial  statements for the three month period ended March
31, 1999, are attached hereto.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The  following  discussion  should  be read in  conjunction  with  the
Financial Statements and notes thereto included herein.

          The Company generated no revenues during the three month period ending
March 31, 1999.  Management  anticipates  that the Company will not generate any
significant  revenues until the Company  accomplishes its business  objective of
merging with a nonaffiliated entity or acquiring assets from the same.

          The Company's securities are currently not liquid. There are no market
makers in the Company's  securities  and it is not  anticipated  that any market
will  develop  in the  company's  securities  until  such  time  as the  company
successfully implements its business plans.

          Because the Company is not  required to pay rent or salaries to any of
its officers or directors,  Management  believes that the Company has sufficient
funds to continue operations through the foreseeable future.

FORWARD LOOKING STATEMENTS

                  This report contains certain forward-looking statements within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") concerning the
Company's operations, economic performance and financial conditions,  including,
in  particular,  the  likelihood  of the  Company's  ability to acquire  another
existing  business  or  assets.  These  statements  are  based  upon a number of
assumptions   and  estimates   which  are  inherently   subject  to  significant
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company and reflect future business decisions which are subject to change.  Some
of these assumptions  inevitably will not materialize and  unanticipated  events
will occur which will affect the Company's results. Consequently, actual results
will  vary  from  the  statements  contained  herein  and such  variance  may be
material.  Prospective  investors  should  not  place  undue  reliance  on  this
information.





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<PAGE>



YEAR 2000 DISCLOSURE

          Many existing computer programs use only two digits to identify a year
in  the  dare  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
Year 2000.  As a result,  many  companies  will be required to  undertake  major
projects to address the Year 2000 issue. Because the Company has nominal assets,
including no personal property such as computers, it is not anticipated that the
Company will incur any negative impact as a result of this potential problem.


                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - NONE

ITEM 2.   CHANGES IN SECURITIES - NONE

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

          NONE

ITEM 5.   OTHER INFORMATION - NONE

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K -

          (a)   Exhibits

                EX-27  Financial Data Schedule

          (b)   Reports on Form 8-K - NONE



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<PAGE>
<TABLE>



                               MANNA CAPITAL, INC.
                          (A Development Stage Company)

                             (A Nevada corporation)

                                  BALANCE SHEET

<CAPTION>
                                            Unaudited         Audited
                                          March 31, 1999  December 31, 1998
                                          --------------  -----------------
<S>                                       <C>             <C>              
ASSETS:

     Current Assets                       $            0  $               0

     Organization Costs (net of
       $500 accumulated
       amortization)                                 500                500
                                          --------------  -----------------
     Total Assets                                    500                500
                                          ==============  =================

LIABILITIES

     Current Liabilities
          Accounts Payable                         1,600              1,500
                                          --------------  -----------------
     Total Current Liabilities                     1,600              1,500
                                          --------------  -----------------
     Total Liabilities                             1,600              1,500

STOCKHOLDERS' EQUITY
     Common Stock - Par Value $.0001
     15,000,000 Shares Authorized
     500,000 Shares Issued and
     Outstanding                                     500                500

     Additional Paid-In Capital                        -                  -

     Retained Deficit, accumulated
       in the development stage                   (1,600)            (1,500)
                                          --------------  -----------------
     Total Stockholders' Equity                   (1,100)            (1,000)

     Total Liabilities and
       Stockholders' Equity                          500                500
                                          ==============  =================
</TABLE>


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<PAGE>

<TABLE>


                               MANNA CAPITAL, INC.
                          (A Development Stage Company)

                             (A Nevada corporation)

                       STATEMENT OF REVENUES AND EXPENSES

<CAPTION>
                              For the      For the      Period
                               Three        Three       9/9/82
                               Months       Months    (Inception)
                               Ended        Ended         to
                             03/31/99      03/31/98     03/31/99
                             --------      --------     --------
<S>                          <C>           <C>          <C>     
REVENUE:

     Revenue                 $      0      $      0     $      0

EXPENSES:


     Taxes and Licenses             0             0        1,600
                             --------      --------     --------
     Total Expenses                 0             0        1,600

Net Income/(Loss)            $      0      $      0     $ (1,600)
                             ========      ========     ========

Net loss per share           $   0.00      $   0.00     $  .0032
                             ========      ========     ========

</TABLE>


                                        5

<PAGE>

<TABLE>


                               MANNA CAPITAL, INC.
                          (a Development Stage Company)

                             (A Nevada corporation)


                             STATEMENT OF CASH FLOWS

<CAPTION>
                                                                        Period
                                           For the      For the         9/9/82
                                         Three Months Three Months   (Inception)
                                            Ended        Ended            to
                                          03/31/99      03/31/98       03/31/99
                                          --------      --------       --------
<S>                                       <C>           <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
OPERATING ACTIVITIES

  Cash Received from Operating Activities $      0      $      0       $      0
  Cash Paid for Operating Activities             0             0              0
                                          --------      --------       --------

Net Cash Used By Operating Activities            0             0              0

CASH FLOWS FROM INVESTING ACTIVITIES

Net Cash Used in Investing Activities            0             0           (500)
                                          --------      --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash From Financing Activities               0             0            500
                                          --------      --------       --------

Net Decrease in Cash and Cash Equivalents        0             0              0

Cash and Cash Equivalents at
  Beginning of Period                            0             0              0
                                          --------      --------       --------
Cash and Cash Equivalents at
  End of Period                           $      0      $      0       $      0
                                          ========      ========       ========


Reconciliation of Net Profit to Net Cash
Provided by Operating Activities:

   Net Income/(Loss)                      $      0      $      0       $ (1,600)
                                          --------      --------       --------
   Adjustments to Reconcile Net Income
   to Net Provided by Operating Activities:

   Increase in Accounts Payable                  0             0          1,600
                                          --------      --------       --------
          Total Adjustments                      0             0          1,600

NET CASH PROVIDED BY
  OPERATING ACTIVITIES                    $      0      $      0       $      0
                                          ========      ========       ========


</TABLE>


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<PAGE>



Manna Capital, Inc.
Notes To Unaudited Financial Statements
For The Three Month Period Ended March 31, 1999
-----------------------------------------------


The unaudited financial  information included for the three month interim period
ended  March 31,  1999 were  taken  from the books and  records  of the  Company
without audit. However, such information reflects all adjustments (consisting of
normal recurring adjustments, which are of the opinion of management,  necessary
to reflect  properly the results of interim periods  presented).  The results of
operations  for the three month period ended March 31, 1999 are not  necessarily
indicative of the results expected for the year ended December 31, 1999.


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<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of  Section  12 of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        MANNA CAPITAL, INC.
                                        (Registrant)

                                        Dated:  May 11, 1999



                                        By:   s/George Unwin          
                                           ------------------------------
                                            George Unwin, President



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<PAGE>


                               MANNA CAPITAL, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 1999

EXHIBITS                                                               Page No.

  EX-27      Financial Data Schedule.........................................10



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